AMENDMENT

    TO

    AMENDED
AND RESTATED SHAREHOLDERS’ AGREEMENT

    


    This
Amendment (the “Amendment”) to the
Amended and Restated Shareholders’ Agreement dated March 21, 2005 among
NeoGenomics, Inc., a Nevada corporation (the “Company”), Michael
Dent, Aspen Select Healthcare, LP, John Elliot, Steven Jones and Larry Kuhnert
(the “Shareholders
Agreement”) is made effective as of  March 13, 2009 and is
entered into by each of the undersigned parties to the Shareholders’
Agreement.

     

    Whereas,
each of the undersigned parties hereto, who are still shareholders of the
Company, desire to amend the Shareholders Agreement in the manner set forth
herein.

     

    Now,
Therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Shareholders Agreement is
hereby amended as follows:

     

    1.           Amendment of Section
1.2.1.  Section 1.2.1 of the Shareholders Agreement is hereby
amended and restated in its entirety to read as follows:

     

    “1.2.1                      Number of
Directors.  The Shareholders agree that during the Term of this
Agreement the Shareholders shall vote their Shares in favor of limiting the
Board of Directors of the Company to no more than eight (8)
members.”

     

    2.           No Other
Changes.  All terms of the Shareholders Agreement shall remain
in full force and effect as amended hereby.

     

    3.           Counterparts.  This
Amendment may be executed in any number of counterparts and signatures may be
delivered by facsimile, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

     

    


     

    


     

    [Signature
Page Follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    In Witness
Whereof, the parties have caused this Amendment to Amended and Restated
Shareholders’ Agreement to be executed as of March 13, 2009.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	 
      	
                                                                                 

                                                                              	 
      	 
	 
      	
                                                                                NEOGENOMICS,
      INC.

                                                                              	 
	 
      	 
      	 
      	 
	 
      	
                                                                                By:

                                                                              	
                                                                                /s/
      Robert Gasparini

                                                                              	 
	 
      	
                                                                                 

                                                                              	
                                                                                Robert
      Gasparini

                                                                              	 
	 
      	
                                                                                 

                                                                              	
                                                                                President
      and Chief Science Officer

                                                                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                                                ASPEN
      SELECT HEALTHCARE, LP

                                                                              	 
	 
      	
                                                                                By:
      Medical Venture Partners, LLC,

                                                                              	 
	 	      
                                                                                its
      General Partner

                                                                              	 
	 
      	 
      	 
      	 
	 
      	
                                                                                /s/
      Steven C. Jones

                                                                              	 
	
                                                                              	      
                                                                                (Signature)

                                                                              	 
	 	 	 
	 
      	
                                                                                Steven
      C. Jones

                                                                              	 
	 
      	
                                                                                (Print
      Name)

                                                                              	 
	 	 	 
	 
      	
                                                                                Managing
      Member

                                                                              	 
	 
      	
                                                                                (Title)

                                                                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                                                STEVEN
      JONES

                                                                              	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                                                                                /s/
      Steven Jones

                                                                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                                                MICHAEL
      DENT, M.D.

                                                                              	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                                                                                /s/
      Michael Dent, M.D.

                                                                              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                                                                LARRY
      KUHNERT

                                                                              	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                                                                                /s/
      Larry Kuhnert