Exhibit
10.46




THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES WHICH MAY BE ISSUED UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS.  NO SALE OR
DISTRIBUTION HEREOF OR THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER APPLICABLE SECURITIES
LAWS.









WARRANT
AGREEMENT




THIS
WARRANT AGREEMENT (this “Agreement”) is dated this 3rd day of May 2010, by and
between NeoGenomics, Inc., a Nevada corporation (the “Company”), and Steven C.
Jones, an individual residing at 1740 Persimmon Drive, Naples, FL 34109 (the
“Warrant Holder”).




WITNESSETH




WHEREAS,
Warrant Holder served as the Company’s Chief Financial Officer from 2003-2009
and has been serving as the Company’s Executive Vice President – Finance since
December 2009; and




WHEREAS,
prior to the date hereof, the Company has not granted the Warrant Holder any
stock-based compensation for his services as an officer of the Company;
and




WHEREAS,
as of the date hereof, the Company has entered into a consulting agreement (the
“Consulting Agreement”) with the Warrant Holder, pursuant to which the Warrant
Holder has agreed to continue to serve as the Company’s Executive Vice President
– Finance; and




WHEREAS,
the Company desires to recognize the Warrant Holder’s past service to the
Company and to provide additional incentives to the Warrant Holder to create
shareholder value for the Company’s shareholders in his continuing role as
Executive Vice President – Finance; and




WHEREAS,
pursuant to the Consulting Agreement, the Company agreed to issue to the Warrant
Holder a warrant (the “Warrant”) to purchase an aggregate of 450,000 shares of
the Company’s common stock, par value $0.001 per share (“Common Stock”), on the
terms set forth in this Warrant Agreement.




NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:




1.           Incorporation of
Recitals. The Recitals portion of this Agreement is hereby incorporated
by this reference as though it were fully set forth and rewritten herein, and
the affirmative statements therein contained shall be deemed to be
representations of the Company and the Warrant Holder, which are hereby
confirmed.










2.           Warrant.  The
Company hereby grants to the Warrant Holder, subject to the terms set forth
herein, the right to purchase, subject to the vesting schedule set forth in
Section 12 hereof, at any time during the term (the “Warrant Exercise Term”)
commencing on the date hereof and ending at 5:30 p.m., New York time on the
seventh anniversary of the date of this Agreement (the “Expiration Date”)
450,000 shares of Common Stock (the “Shares”), at an exercise price of $1.50 per
share (the “Exercise Price”).




3.           Exercise of
Warrant.




3.1           Exercise.  The
Warrant may be exercised by the Warrant Holder, in whole or in part, by
delivering the Notice of Exercise purchase form, attached as Exhibit A hereto (the
“Notice of Exercise”), duly executed by the Warrant Holder to the Company at its
principal office, or at such other office as the Company may designate,
accompanied by payment, in cash or by wire transfer or check payable to the
order of the Company, of the amount obtained by multiplying the number of Shares
designated in the Notice of Exercise by the Exercise Price (the “Purchase
Price”).  The Purchase Price may also be paid, in whole or in part, by
delivery of such purchase form and of shares of Common Stock owned by the
Warrant Holder having a Market Price (as defined in Section 3.3 hereof) on the
last business day ending the day immediately prior to the Exercise Date (as
defined below) equal to the portion of the aggregate Exercise Price being paid
in such shares.  In addition, the Warrant may be exercised, pursuant
to a cashless exercise by providing irrevocable instructions to the Company,
through delivery of the Notice of Exercise with an appropriate reference to this
Section 3.1 to issue the number of shares of the Common Stock equal to the
product of (a) the number of shares as to which the Warrant is being exercised
multiplied by (b) a fraction, the numerator of which is the Market Price of a
share of the Common Stock on the last business day preceding the Exercise Date
less the Exercise Price therefor and the denominator of which is such Market
Price.  For purposes hereof, “Exercise Date” shall mean the date on
which all deliveries required to be made to the Company upon exercise of the
Warrant pursuant to this Section 3.1 shall have been made.




3.2           Issuance of
Certificates.  As soon as practicable after the exercise of the
Warrant (in whole or in part) in accordance with Section 3.1 hereof, the
Company, at its expense, shall cause to be issued in the name of and delivered
to the Warrant Holder (i) a certificate or certificates for the number of
fully-paid and non-assessable Shares to which the Warrant Holder shall be
entitled upon such exercise and (if applicable) (ii) a new warrant agreement of
like tenor to purchase all of the Shares that may be purchased pursuant to the
portion, if any, of the Warrant not exercised by the Warrant
Holder.  The Warrant Holder shall for all purposes be deemed to have
become the holder of record of such Shares on the date on which the Notice of
Exercise and payment of the Purchase Price in accordance with Section 3.1 hereof
were delivered and made, respectively, irrespective of the date of delivery of
such certificate or certificates, except that if the date of such delivery,
notice and payment is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of record of such
Shares at the close of business on the next succeeding date on which the stock
transfer books are open.




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3.3           Market
Price.  The
“Market Price” of a share of Common Stock means:  the average
of the daily closing price of shares of Common Stock on the principal market on
which shares of the Common Stock are traded for the five (5) trading days
immediately preceding the date of the determination of the Market
Price.  If shares of Common Stock are not traded on any public market
(e.g. NYSE, AMEX, NASDAQ, OTCBB or Pink Sheets), the Market Price of the Common
Stock shall be determined, in good faith, by the Board of Directors of the
Company (the “Board”).




4.           Adjustments.




4.1           Stock Splits, Stock
Dividends and Combinations.  If the Company at any time
subdivides the outstanding shares of the Common Stock or issues a stock dividend
(in Common Stock) on the outstanding shares of the Common Stock, the Exercise
Price in effect immediately prior to such subdivision or the issuance of such
stock dividend shall be proportionately decreased, and the number of Shares
subject hereto shall be proportionately increased, and if the Company at any
time combines (by reverse stock split or otherwise) the outstanding shares of
Common Stock, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased, and the number of Shares subject hereto
shall be proportionately decreased, effective at the close of business on the
date of such subdivision, stock dividend or combination, as the case may
be.




4.2           Merger or
Consolidation.  In the case of any consolidation of the Company
with, or merger of the Company with or into another entity (other than a
consolidation or merger which does not result in any reclassification or change
of the outstanding capital stock of the Company), the entity formed by such
consolidation or merger shall execute and deliver to the Warrant Holder a
supplemental warrant agreement providing that the Warrant Holder of the Warrant
then outstanding or to be outstanding shall have the right thereafter (until the
expiration of such Warrant) to receive, upon exercise of such Warrant, the kind
and amount of shares of capital stock and other securities and property
receivable upon such consolidation or merger by a holder of the number of Shares
for which such Warrant might have been exercised immediately prior to such
consolidation or merger.  Such supplemental warrant agreement shall
provide for adjustments which shall be identical to the adjustments provided in
Section 4.1 hereof and to the provisions of Section 11 hereof.  This
Section 4.2 shall similarly apply to successive consolidations or
mergers.




5.           Transfers.




5.1           Unregistered
Securities.  Warrant Holder hereby acknowledges and agrees that
the Warrant and the Shares have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), and are “restricted securities” under
the Securities Act inasmuch as they are being acquired in a transaction not
involving a public offering, and the Warrant Holder agrees not to sell, pledge,
distribute, offer for sale, transfer or otherwise dispose of the Warrant or any
Shares issued upon exercise of the Warrant in the absence of (a) an effective
registration statement under the Securities Act as to the Warrant or such Shares
and registration and/or qualification of the Warrant or such Shares under any
applicable Federal or state securities law then in effect or (b) an opinion of
counsel, reasonably satisfactory to the Company, that such registration and
qualification are not required.




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5.2           Transferability.  Until
such time as the Shares are vested pursuant to Section 12 hereof, the rights
under this Agreement with respect to such Shares shall not be
transferrable.  After all or any portion of the Shares have vested
pursuant to Section 12 hereof, then subject to the provisions of Section 5.1
hereof, the rights under this Agreement relating only to that portion of the
Shares that are vested are freely transferable, in whole or in part, by the
Warrant Holder, and such transferee shall have the same rights hereunder as the
Warrant Holder.




5.3           Warrant
Register.  The Company will maintain a register containing the
names and addresses of the Warrant Holders of the Warrant.  Until any
transfer of Warrant in accordance with this Agreement is reflected in the
warrant register, the Company may treat the Warrant Holder as the absolute owner
hereof for all purposes.  Any Warrant Holder may change such Warrant
Holder’s address as shown on the warrant register by written notice to the
Company requesting such change.




6.           No Fractional
Shares.  Any adjustment in the number of Shares purchasable
hereunder shall be rounded to the nearest whole share.




7.           Investment
Representations.  The Warrant Holder agrees and acknowledges
that it is acquiring the Warrant and will be acquiring the Shares for his own
account and not with a view to any resale or distribution other than in
accordance with Federal and state securities laws.  The Warrant Holder
is an “accredited investor” within the meaning of Rule 501(a) of Regulation D
promulgated under the Securities Act.




8.           Covenants as to the
Shares.  The Company covenants and agrees that the shares of
Common Stock issuable upon exercise of the Warrant, will, upon issuance in
accordance with the terms hereof, be duly and validly issued and outstanding,
fully-paid and non-assessable, with no personal liability attaching to the
ownership thereof.  The Company further covenants and agrees that the
Company will at all times have authorized and reserved a sufficient number of
shares of Common Stock to provide for the exercise of the rights represented
under this Agreement. The Company will pay all documentary stamp taxes
attributable to the initial issuance of Shares upon the exercise of the Warrant;
provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issue of any certificates  for
Shares in a name other than that of the Warrant Holder, and the Company shall
not be required to issue or deliver such certificates unless or until the person
or persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.




9.           Legend.  Any
certificate evidencing the Shares issuable upon exercise hereof will bear a
legend indicating that such securities have not been registered under the
Securities Act or under any state securities laws and may not be sold or offered
for sale in the absence of an effective registration statement as to the
securities under the Securities Act and any applicable state securities law or
an opinion of counsel reasonably satisfactory to the Company that such
registration is not required.




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10.         Rights Applicable to the
Warrant Shares.  The parties hereby acknowledge and agree that
the Shares, when issued in accordance with the terms hereof, shall be entitled
to all of the same rights and privileges provided to the Company’s Common
Stock.




11.         Dividends and Other
Distributions.   In the event that the Company shall, at
any time prior to the exercise of all Warrants, declare a dividend (other than a
dividend consisting solely of shares of Common Stock) or otherwise distribute to
its stockholders any assets, properties, rights, evidence of indebtedness,
securities (other than shares of Common Stock), whether issued by the Company or
by another, or any other thing of value, the Warrant Holder shall thereafter be
entitled, in addition to the shares of Common Stock or other securities and
property receivable upon the exercise thereof, to receive, upon the exercise of
such Warrant, the same assets, property, rights, evidences of indebtedness,
securities or any other thing of value that the Warrant Holder would have been
entitled to receive at the time of such dividend or distribution as if the
Warrant had been exercised immediately prior to such dividend or
distribution.  At the time of any such dividend or distribution, the
Company shall make (and maintain) appropriate reserves to ensure the timely
performance of the provisions of this Section 11.




12.         Vesting.  The
Warrant shall only be exercisable in whole or in part, according to the
following vesting schedule:





i)
            225,000
      of the Shares are deemed vested as of the date of this
      Agreement;





ii)
            112,500
      of the Shares shall vest according to the passage of time, with 4,687
      Shares vesting on the last day of each calendar month for twenty-three
      (23) months, beginning with the month ending May 31, 2010 and continuing
      until the month ending March 31, 2012 and 4,699 Shares vesting on April
      30, 2012 so long as Consultant continues to provide services to the
      Company pursuant to the Consulting Agreement or any successor
      agreement.





iii)
            112,500
      of such Shares shall vest according to whether or not the Company meets
      certain financial targets as specified below for FY 2010 and FY 2011 as
      follows:





-
            28,125
      Shares will vest if the Company’s actual consolidated revenue for FY 2010,
      meets or exceeds the consolidated revenue goal established by the Board of
      Directors (the “Board”) for the
      vesting of performance options and warrants;
and





-
            28,125
      Shares will vest if the Company’s actual Adjusted EBITDA for FY 2010,
      meets or exceeds the consolidated Adjusted EBITDA goals established by the
      Board for the vesting of performance options and warrants;
    and





-
            28,125
      Shares will vest if the Company’s actual consolidated revenue for FY 2011,
      meets or exceeds the consolidated revenue goal established by the Board
      for the vesting of performance options and warrants;
  and




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-
            28,125
      Shares will vest if the Company’s actual Adjusted EBITDA for FY 2011,
      meets or exceeds the consolidated Adjusted EBITDA goals established by the
      Board for the vesting of performance options and
  warrants.





Notwithstanding
the foregoing, in the event that either (i) the Company has a Change of Control
(as defined below) or (ii) the Company terminates the Consulting Agreement at
any time prior to the time when all Shares have vested pursuant to this Section
12, then all of the Shares subject to this Warrant shall immediately vest in
full.  For purposes of this Agreement, “Change of Control” means
either:




(1)
            the
      acquisition of the Company by another entity by means of any transaction
      or series of related transactions (including, without limitation, any
      reorganization, merger or consolidation or stock transfer, but excluding
      any such transaction effected primarily for the purpose of changing the
      domicile of the Company), unless the Company’s stockholders of record
      immediately prior to such transaction or series of related transactions
      hold, immediately after such transaction or series of related
      transactions, at least 50% of the voting power of the surviving or
      acquiring entity (provided that the sale by the Company of its securities
      for the purposes of raising additional funds shall not constitute a Change
      of Control hereunder); or





(2)
            a
      sale of all or substantially all of the assets of the
    Company.





In the
event that the Warrant Holder resigns as an officer of the Company at any time
prior to the time when all Shares have vested pursuant to this Section 12, then
the rights under this Agreement with respect to the unvested portion of the
Shares as of the date of Termination (as such term is defined in the Consulting
Agreement) shall immediately terminate.





13.         Piggy-Back
Registration.  Subject to the terms and conditions of this
Warrant, the Company shall notify the holder of Registrable Securities (as
defined below) in writing at least ten (10) days prior to the filing of any
registration statement under the Securities Act for purposes of a public
offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding any registration statement relating to any employee
benefit plan or with respect to any corporate reorganization or other
transaction under Rule 145 of the Securities Act ) and will afford each such
holder an opportunity to include in such registration statement all or part of
such Registrable Securities held by such holder.  Each holder of
Registrable Securities desiring to include in any such registration statement,
all of part of the Registrable Securities held by it shall, within ten (10)
days after the above-described notice from the Company, so notify the Company in
writing.  Such notice shall state the intended method of disposition
of the Registrable Securities held by such holder.  In the event the
Company determines in its sole discretion, that market factors require a
limitation of the number of securities to be included in such registration
statement (including the Registrable Securities), then the Company shall so
advise the Warrant Holder and the number of shares that may be included in such
registration statement shall be allocated among holders of warrants on a pro
rata basis (including the Registrable Securities).  If a holder
decides not to include all of its Registrable Securities in the registration
statement thereafter filed by the Company or any Registrable Securities were
excluded by the Company pursuant to the immediately preceding sentence, such
holder shall nevertheless continue to have the right to include any Registrable
Securities in any subsequent registration statement or registration statements
as may be filed by the Company with respect to offerings of its securities, all
upon the terms and conditions set forth herein.  “Registrable
Securities” means the Shares of Common Stock issuable to the Warrant
Holder pursuant to the terms of this Warrant.




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14.         Miscellaneous.




14.1          Waivers and
Amendments.  This Agreement or any provisions hereof may be
changed, waived, discharged or terminated only by a statement in writing signed
by the Company and by the Warrant Holder.




14.2          Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.




14.3       
 Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given when delivered by hand or by facsimile transmission,
when telexed, or upon receipt when mailed by registered or certified mail
(return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):




(i)       
    If to Company:




NeoGenomics,
Inc.


12701
Commonwealth Drive, Suite 5


Fort
Myers, FL 33913




Phone:          
(239) 768-0600


Attention:    
Chief Financial Officer


Facsimile:     
(239) 768-1672







With a
copy (which copy shall not constitute notice) to:




K&L
Gates LLP


200 South
Biscayne Boulevard, Suite 3900


Miami,
Florida 33131




Attention:      Clayton
Parker


Phone :           (305)
539-3306


Facsimile:       (305)
358-7095




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(ii)          
If to Warrant Holder:




Steven C.
Jones


1740
Persimmon Drive


Naples,
FL 34109




Phone:  (239)
325-2001


Facsimile:
(239) 325-2004





14.4         Headings.  The
headings in this Agreement are for convenience of reference only, and shall not
limit or otherwise affect the terms hereof.




14.5          Closing of
Books.  The Company will at no time close its transfer books
against the transfer of any Shares issued or issuable upon the exercise of the
Warrant in a manner that interferes with the timely exercise of the
Warrant.




14.6         No Rights or Liabilities as
a Stockholder.  This Agreement shall not entitle the Warrant
Holder hereof to any voting rights or other rights as a stockholder of the
Company with respect to the Shares prior to the exercise of the
Warrant.  No provision of this Agreement, in the absence of
affirmative action by the Warrant Holder to purchase the Shares, and no mere
enumeration herein of the rights or privileges of the Warrant Holder, shall give
rise to any liability of such Holder for the Exercise Price or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.




14.7          Successors.  All
the covenants and provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns and transferees.




14.8          Severability.  If
any provision of this Agreement shall be held to be invalid and unenforceable,
such invalidity or unenforceability shall not affect any other provision of this
Agreement.




[SIGNATURE
PAGE FOLLOWS]




8




IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written
above.





NEOGENOMICS,
      INC.By:
            /s/
      Douglas M. VanOortDouglas
      M. VanOortChairman
      and Chief Executive OfficerSTEVEN
      C. JONES/s/
      Steven C. JonesSteven
      C. Jones











9


EXHIBIT
A




NOTICE OF
EXERCISE




(To be
signed only on exercise of Warrant)




Dated:________________________




To:         NeoGenomics,
Inc.




The
undersigned, pursuant to the provisions set forth in the attached Warrant
Agreement, hereby irrevocably elects to:




o           purchase
_____ shares of Common Stock covered by such Warrant Agreement and herewith
makes a cash payment of $_____________, representing the full purchase price for
such shares at the price per share provided for in such Warrant
Agreement.




o           purchase
_____ shares of Common Stock covered by such Warrant Agreement and herewith
delivers _____ shares of Common Stock having a Market Price as of the last
trading day preceding the date hereof of $______, representing the full purchase
price for such shares at the price per shares provided for in such Warrant
Agreement.




o           acquire
in a cashless exercise _____ shares of Common Stock pursuant to the terms of
Section 3.1 of such Warrant Agreement.




Please
issue a certificate or certificates representing such shares of Common Stock in
the name of the undersigned or in such other name as is specified
below.




Signature:___________________________




Name
(print):________________________




Title (if
applicable):____________________




Company
(if applicable):_________________









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