0001070876-06-000068 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • April 3rd, 2006 • Neogenomics Inc • Services-commercial physical & biological research • Florida

THIS WARRANT AGREEMENT (this “Agreement”) is dated this 30th day of March 2006, by and between NeoGenomics, Inc., a Nevada corporation (the “Company”), and Aspen Select Healthcare, LP, a Delaware limited partnership (the “Warrant Holder”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 3rd, 2006 • Neogenomics Inc • Services-commercial physical & biological research • Nevada

This Registration Rights Agreement (this "Agreement") is made this 30th day of March 2006, by NEOGENOMICS, INC., a Nevada corporation (the "Company") for the benefit of Aspen Select Healthcare, LP, its assignees and its transferees, a Delaware limited partnership (hereinafter referred to as “ASPEN”) and Steven C. Jones, an individual (“Jones”, with each of ASPEN and Jones hereinafter referred to as a “Shareholder” and collectively, the “Shareholders”). This Agreement is in addition to the Amended and Restated Registration Rights Agreement between the parties, executed on March 23, 2005.

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 3rd, 2006 • Neogenomics Inc • Services-commercial physical & biological research • Florida

This Amended and Restated LOAN AGREEMENT (this "Agreement"), made and entered into as of March 30, 2006, by and between NEOGENOMICS, INC., a Florida corporation ("Borrower"), ASPEN SELECT HEALTHCARE LP, a Delaware limited partnership (formerly known as MVP 3, LP and hereinafter referred to as "ASPEN"), and NEOGENOMICS, INC., a Nevada corporation and the parent of Borrower (the “Parent” or the “Guarantor”). This Agreement replaces and supersedes the original Loan Agreement between the parties, executed on March 23, 2005.

AMENDED AND RESTATED SECURITY AGREEMENT
Amended and Restated • April 3rd, 2006 • Neogenomics Inc • Services-commercial physical & biological research • Florida

This Amended and Restated SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of March 30, 2006, by and between NEOGENOMICS, INC., a Florida Corporation (the “Company”), and ASPEN SELECT HEALTHCARE, LP, Delaware Limited Partnership (the “Secured Party”). This Agreement supersedes and replaces the original Security Agreement between the parties, executed on March 23, 2005 (the “Original Security Agreement”).

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