0001144204-10-044466 Sample Contracts

REVOLVING CREDIT AND SECURITY AGREEMENT between NeoGenomics, Inc., a Florida Corporation, as Borrower and NeoGenomics, Inc., a Nevada corporation, as Guarantor and CAPITALSOURCE FINANCE LLC Dated as of February 1, 2008
Revolving Credit and Security Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Maryland

THIS REVOLVING CREDIT AND SECURITY AGREEMENT (the “Agreement”) dated as of February 1, 2008 is entered into between NeoGenomics, Inc., a Florida corporation (“Borrower”), NeoGenomics, Inc., a Nevada corporation (“Guarantor”, together with Borrower, individually a “Credit Party” and collectively, the “Credit Parties”) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “Lender”).

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Strategic Supply Agreement
Strategic Supply Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Illinois

This Strategic Supply Agreement (this “Agreement”) is entered into as of July 24, 2009 (the “Effective Date”) by and between Abbott Molecular Inc., a Delaware corporation (“Abbott”), and NeoGenomics Laboratories, Inc., a Florida corporation (“NeoGenomics”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Nevada

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 5, 2008, by and between NEOGENOMICS, INC., a Nevada corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

November 9, 2009
Solicitation and Non-Compete Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Florida

On behalf of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure to extend this offer of employment for the Vice President of Laboratory Operations position to you. If the following terms are satisfactory, please countersign this letter (the “Agreement”) and return a copy to me at your earliest convenience.

July 22, 2009 Grant Carlson Dear Grant,
Solicitation and Non-Compete Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Florida

On behalf of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure to extend this offer of employment for the Vice President of Sales & Marketing position to you. If the following terms are satisfactory, please countersign this letter (the “Agreement”) and return a copy to me at your earliest convenience.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Nevada

This Common Stock Purchase Agreement (this “Agreement”) is made as of July 24, 2009, by and between NeoGenomics, Inc., a Nevada corporation (the “Company”), and Abbott Laboratories, an Illinois corporation (“Abbott”).

June 16, 2010 Ms. Marydawn Miller Irvine, CA 92672 Dear Marydawn,
Relocation Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Florida

On behalf of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure to extend this offer of employment for the Vice President of Information Technology position to you. If the following terms are satisfactory, please countersign this letter (the “Agreement”) and return a copy to me at your earliest convenience.

November 3, 2009 George Cardoza Dear George,
Solicitation and Non-Compete Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Florida

On behalf of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure to extend this offer of employment for the Chief Financial Officer position to you. If the following terms are satisfactory, please countersign this letter (the “Agreement”) and return a copy to me at your earliest convenience.

EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this 16th day of March, 2009 by and between NeoGenomics, Inc. a Nevada corporation (“NeoGenomics" or the “Employer” and collectively with any entity that is wholly or partially owned by NeoGenomics, the “Company”), located at 12701 Commonwealth Drive, Suite #5, Fort Myers, Florida 33913 and Douglas M. VanOort (“Executive”), an individual who resides at 3275 Regatta Road, Naples, FL 34103.

SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories

THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Agreement”) is entered into on this 14th day of April 2009 (the “Effective Date”), by and among NEOGENOMICS LABORATORIES, INC., a Florida corporation formerly known as NeoGenomics, Inc. (“Borrower”), NEOGENOMICS, INC., a Nevada corporation (“Guarantor”, together with Borrower, each individually a “Credit Party” and collectively, the “Credit Parties”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, as agent for the lender under the Credit Agreement referred to below (“Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2010 • Neogenomics Inc • Services-testing laboratories • Florida

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is made this 24th day of June, 2008 by and between NeoGenomics, Inc. a Nevada corporation (" Employer " and collectively with any entity that is wholly or partially owned by the Employer, the “ Company ”), 12701 Commonwealth Drive, Suite #5, Fort Myers, Florida 33913 and Jerome J. Dvonch (“ Employee ”), an individual who resides at 11169 Lakeland Circle, Fort Myers, FL 33913, and is effective as of the date set forth below.

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