Execution
Copy

     

     

    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 16th day of
March 2009, by and between NeoGenomics, Inc., a Nevada corporation (the
“Company”), and Douglas M. VanOort, an individual residing at 3275 Regatta Road,
Naples, FL 34103 (the “Warrant Holder”).

     

    W I T N E S S E T H

     

    WHEREAS,
as of the date hereof, the Company has entered into an Employment Agreement with
the Warrant Holder pursuant to which the Warrant Holder has been hired as
Executive Chairman and Interim Chief Executive Officer of the Company;
and

     

    WHEREAS,
as of the date hereof, a Living Trust for the benefit of the Warrant Holder has
entered into a subscription agreement with the Company and has purchased 625,000
shares of the Company’s common stock, par value $0.001/share (“Common Stock”);
and

     

    WHEREAS,
in addition to entering into the Employment Agreement with the Warrant Holder,
the Company desires to provide an additional incentive for the Warrant Holder to
create shareholder value for the Company’s shareholders and has agreed to issue
to the Warrant Holder a warrant (the “Warrant”) to purchase an aggregate of
625,000 shares of the Company’s Common Stock.

     

    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
fifth anniversary of the date of this Agreement (the “Expiration Date”) 625,000
shares of Common Stock (the “Shares”), at an exercise price of $1.05 per share
(the “Exercise Price”).

     

    
      
         

      

      
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    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.

     

    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”).

     

    
      
         

      

      
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    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.

     

    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.

     

    
      
         

      

      
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    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.

     

    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.

     

    
      
         

      

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

    


    20% of
the Shares are deemed vested as of the date of this Agreement;

    


    20% of the Shares will be deemed to be
vested on the first day on which the closing price/share of the Company’s
Common Stock (as quoted on the Over-the-Counter Bulletin Board or any other
principal market on which such shares of Common Stock are then traded) has
reached or exceeded $3.00 per share (as adjusted
for stock splits, stock
dividends, reverse stock splits, and the like) for 20 consecutive trading
days.

    


    20% of the Shares will be deemed to be
vested on the first day on which the closing price/share of the Company’s
Common Stock (as quoted on the Over-the-Counter Bulletin Board or any other
principal market on which such shares of Common Stock are then traded) has
reached or exceeded $4.00 per share (as adjusted
for stock splits, stock
dividends, reverse stock splits, and the like) for 20 consecutive trading
days.

    


    20% of the Shares will be deemed to be
vested on the first day on which the closing price/share of the Company’s
Common Stock (as quoted on the Over-the-Counter Bulletin Board or any other
principal market on which such shares of Common Stock are then traded) has
reached or exceeded $5.00 per share (as adjusted
for stock splits, stock
dividends, reverse stock splits, and the like) for 20 consecutive trading
days.

    


    20% of the Shares will be deemed to be
vested on the first day on which the closing price/share of the Company’s
Common Stock (as quoted on Over-the-Counter Bulletin Board or any other
principal market on which such shares of Common Stock are then traded) has
reached or exceeded $6.00 per share (as adjusted
for stock splits, stock
dividends, reverse stock splits, and the like) for 20 consecutive trading
days.

    


    Notwithstanding
the foregoing, in the event of a Change of Control (as defined below) of the
Company in which the consideration payable to each common stockholder of the
Company in connection with such Change of Control has a Deemed Value (as defined
below) of at least $4.00 per share (as adjusted for stock splits,
stock dividends, reverse stock splits, and the like) then the Shares subject to
the Warrant shall immediately vest in full.

    


    For
purposes of this Agreement, “Change of Control” means either:

     

    
      
         

      

      
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    (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.

    


    For
purposes of this Agreement, “Deemed Value” shall mean the value of consideration
payable to each common stockholder of the Company in connection with a Change of
Control as determined in good faith by the Board.

    


    In the
event that the Warrant Holder resigns his employment with the Company or the
Company terminates the Warrant Holder’s employment for “Cause” (as such term is
defined in that certain Stock Option Agreement between the Company and the
Warrant Holder, dated March 16, 2009) 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 shall immediately terminate.

    


    13.           Miscellaneous.

     

    13.1          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.

     

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

     

    13.3          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

                


        

      

      


      
        
           

        

        
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    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

                


        

      

    

     

    (ii)           
If to Warrant Holder:

     

    Douglas
M. VanOort

    3275
Regatta Road

    Naples,
FL 34103

     

    Phone:  (239)
261-0778

    Facsimile:

    


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

     

    13.5          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.

     

    13.6          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.

     

    13.7          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.

     

    13.8          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]

     

    
      
         

      

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

    


    


    
      
        
          
            
              
                
                  
                    	 
      	
                            NEOGENOMICS,
      INC.

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            /s/Robert
      P. Gasparini

                          
	 
      	 
      	
                            Robert
      P. Gasparini, President

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            DOUGLAS
      M. VANOORT

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            /s/Douglas
      M. VanOort

                          
	 
      	
                            Douglas
      M.
VanOort

                          


                  

                

              

            

          

        

      

    

    


    


     

    
      
         

      

      
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    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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