exhibit1021.htm


    


      Noble
        International Investments,
        Inc.

      


      


      


       

                                                                            May
        21, 2007

      


      


      NeoGenomics,
        Inc.

      2701
        Commonwealth Drive, Suite 9

      Fort
        Myers, Florida 33913

      


      Attention:                                Steven
        C. Jones

                            Chief
        Financial Officer

      


      Dear
        Steven:

      


                 This
        letter agreement (this “Agreement”) will confirm the understanding and agreement
        among NeoGenomics, Inc. (the “Company”) and Noble International Investments,
        Inc., as follows:

      


                 1.           The
        Company hereby appoints Noble International Investments, Inc. to act as its
        exclusive placement agent (the “Placement Agent”) in connection with the sale
        for capital-raising purposes after the date hereof of its equity or
        equity-linked securities (the “Securities”) to those proposed investors listed
        on Exhibit A to this Agreement (“Proposed Investors”), which may be amended by
        the Placement Agent from time to time, upon approval by the Company of such
        amendments.  The Company hereby authorizes the Placement Agent, to
        endeavor to arrange a private placement of the Securities at a price and
        on
        terms satisfactory to the Company.  The Placement Agent shall use
        commercially reasonable efforts, consistent with the Placement Agent’s business
        judgment, to arrange such private placement.  The private placement of
        the Securities is to be made directly by the Company to the purchasers pursuant
        to purchase or subscription agreements entered into by such
        parties.  It is expressly understood that this engagement does not
        constitute any commitment, express or implied, on the part of the Placement
        Agent to purchase, and does not ensure the successful placement of, any
        Securities.  It is also expressly understood that the Company retains
        the right to sell Securities to any party other than a Proposed
        Investor.

      


      2.           Prior
        to the signing of any purchase agreements, officers of the Company with
        responsibility for financial affairs have been and will continue to be available
        to answer inquiries from prospective investors.  After the forms of
        the purchase agreements and the information referred to therein have been
        reviewed by investors, and they have had the opportunity to address inquiries
        to
        the Company, separate purchase agreements will be completed with each
        prospective investor.  It is anticipated that in connection with the
        private placement, the Company shall file a registration statement (the
“Registration Statement”) with respect to the possible resale, from time to
        time, of the Securities which have been purchased pursuant to such purchase
        agreements and that, subject to customary “blackout” periods, the Company will
        keep the Registration Statement effective until the earliest of (i) the date
        on
        which the Company’s audited financials from FY 2007 will go stale in a
        post-effective amendment with the SEC (which is estimated to be April 30,
        2009),
        (ii) the date on which all of the Securities purchased in the private placement
        may be sold without registration pursuant to Rule 144(k) of the Securities
        Act
        of 1933, as amended, or (iii) such time as all of the Securities have been
        sold
        pursuant to the Registration Statement, or for such other
        period of time as may be agreed between the Company and the purchasers of
        such
        Securities.

      


      3.           (a)           The
        amount of Securities sold, if any, by the Company and the price at which
        they
        will be sold is entirely within the Company’s discretion.

      


                            (b)           During
        the Placement Agent’s engagement hereunder, the Company will not, directly or
        indirectly, make any offer or sale of any of the Securities or any securities
        of
        the same or similar class as the Securities, the result of which would cause
        the
        offer and sale of the Securities to fail to be entitled to the exemption
        from
        registration afforded by Section 4(2) of the Act.  The Company
        represents and warrants to the Placement Agent that except for sales of
        Securities to Cornell Capital Partners LP pursuant to the Company’s Standby
        Equity Distribution Agreement (“SEDA”) it has not, directly or indirectly, made
        any offers or sales of the Securities or securities of the same or a similar
        class as the Securities, during the six month period ending on the date of
        this
        letter, and has no intention of making an offer or sale of the Securities
        or
        securities of the same or a similar class as the Securities for a period
        of six
        months after completion of this private placement, except (i) the offering
        of
        the Securities through the Placement Agent pursuant hereto, (ii) the offering
        of
        Securities directly by the Company to investors other than the Proposed
        Investors on terms no different than those terms offered through the Placement
        Agent (iii) sales of Securities to Cornell Capital Partners LP pursuant to
        the
        SEDA, and (iv) other offers and sales the result of which would not cause
        the
        offer and sale of the Securities contemplated hereunder to fail to be entitled
        to the exemption from registration afforded by Section 4(2) of the
        Act.  As used herein, the terms “offer” and “sale” have the meanings
        specified in Section 2(3) of the Act.

      


      (c)           The
        Placement Agent shall be entitled to rely on any opinion delivered to the
        purchasers by counsel to the Company in connection with the private placement
        of
        the Securities.

      


                 4.           (a)           As
        compensation for the Placement Agent’s services hereunder, the Company will pay
        the Placement Agent as follows:

      


      (i)  A
        retainer fee of $25,000 in cash which is payable upon execution of this
        Agreement (the “Retainer Fee”), with such Retainer Fee creditable against the
        fees payable pursuant to subparagraph 4(a)(ii) hereof;

      (ii)
        At
        each closing (“Closing”) of any sale of any Securities, a total aggregate cash
        fee equal to 5% of the gross proceeds from such sale;

      (iii)
        At
        each Closing, warrants to purchase a number of Securities equal to 5% of
        the
        number of Securities sold in the private placement. Such warrants shall have
        a
        five-year term, an exercise price equal to the price per share of the Securities
        sold in the private placement, cashless exercise provisions, customary
        anti-dilution provisions and the same other terms, conditions, rights and
        preferences as the Securities sold in the private placement..

      


                            (b)           In
        addition, whether or not a sale of the Securities occurs, the Company will
        reimburse the Placement Agent upon demand (accompanied by reasonable supporting
        documentation) for the Placement Agent’s reasonable expenses (including fees and
        expenses of counsel to the Placement Agent) incurred in connection with its
        acting as placement agent hereunder; provided that such fees and expenses
        shall
        not exceed $25,000 in the aggregate without the prior written consent of
        the
        Company, which consent shall not be unreasonably withheld or delayed (it
        being
        understood that this provision shall in no way limit the Company’s obligations
        set forth in Exhibit A).

      


                 5.           The
        Company and the Placement Agent represent to the other that, except for the
        Placement Agent there is no other person or entity that is or will be entitled
        to a finder’s fee or any type of brokerage commission in connection with the
        sale of Securities to a Proposed Investor.

      


                 6.           The
        Company hereby agrees to indemnify the Placement Agent in accordance with
        the
        indemnification provisions set forth as Exhibit B hereto and to the other
        provisions set forth in Exhibit B hereto, which provisions are hereby
        incorporated by reference in their entirety into this Agreement.

      


                 7.           The
        Company upon reasonable request will meet with the Placement Agent to discuss
        all information relevant for disclosure in any Registration Statement covering
        shares purchased from the Company by Proposed Investors and offered by Proposed
        Investors for resale and will cooperate in any reasonable investigation
        undertaken by the Placement Agent for the purpose of confirming the accuracy
        of
        the Registration Statement, including the production of information at the
        Company's offices.

      


                 8.           (a)  The
        Company will provide full cooperation to the Placement Agent in any due
        diligence investigation reasonably requested by the Placement Agent with
        respect
        to the offer and sale of the Securities and will furnish the Placement Agent
        with such information, including financial statements, with respect to the
        business, operations, assets, liabilities, financial condition and prospects
        of
        the Company as the Placement Agent may reasonably request.  The
        Placement Agent may rely upon the accuracy and completeness of all such
        information taken as a whole and the Company acknowledges that the Placement
        Agent has not been retained to independently verify any of such
        information.

      


      (b)
         The Company will be solely responsible for the contents of its offering
        materials and any and all other written or oral communications provided by
        or at
        the direction of the Company to any actual or prospective purchaser of the
        Securities, and the Company represents and warrants that such offering materials
        and such other communications will not, taken as a whole, as of the date
        of the
        offer or sale of the Securities, contain any untrue statement of a material
        fact
        or omit to state a material fact required to be stated therein or necessary
        in
        order to make the statements therein, in light of the circumstances under
        which
        they were made, not misleading.  The Company’s filings with the SEC
        will be deemed offering materials.

      


      (c)  The
        Company may, if so requested by the Placement Agent, provide to the Placement
        Agent financial projections relating to the Company (the
“Projections”).  If the Projections are so provided to the Placement
        Agent, the Placement Agent agrees to hold the Projections in strict confidence
        and not to share them with or disclose them to any prospective investor without
        the Company’s prior written consent.  The Placement Agent further
        agrees to use the Projections, if they are provided by the Company, solely
        for
        due diligence purposes in connection with its engagement
        hereunder.  To the extent that the projections are so provided to the
        Placement Agent, the Company represents and warrants that the Projections
        will
        be made by the Company with a reasonable basis and in good faith.  For
        purposes hereof, “a reasonable basis and in good faith” will include reliance on
        reasonable assumptions and after taking into account such information as
        the
        Company may reasonably determine to be appropriate under the
        circumstances.

      


      (d)  If
        at any time prior to the completion of the offer and sale of the Securities
        an
        event occurs which would cause the offering materials (as supplemented or
        amended) to contain an untrue statement of a material fact or to omit to
        state a
        material fact necessary in order to make the statements therein, in light
        of the
        circumstances under which they were made, not misleading, then the Company
        will
        notify the Placement Agent immediately of such event and the Placement Agent
        will suspend solicitations of the prospective purchasers of the Securities
        until
        such time as the Company shall prepare a supplement or amendment to the offering
        materials which corrects such statement or omission.

      


      9.           The
        Placement Agent will not have any rights or obligations in connection with
        the
        sale and purchase of the Securities contemplated by this Agreement except
        as
        expressly provided in this Agreement.  In no event shall the Placement
        Agent be obligated to purchase the Securities for its own account or for
        the
        accounts of its customers.  Notwithstanding the foregoing, the
        Placement Agent will have the right, but not the obligation, (i) to determine
        the allocation of the Securities among potential purchasers from the Proposed
        Investors, provided that such allocation is reasonably acceptable to the
        Company, and (ii) in any event, to allocate up to 20% of the Securities to
        individual customers of the Placement Agent (which may include employees
        or
        affiliates of the Placement Agent, directly or through an investment vehicle),
        provided that such customers are reasonably acceptable to the
        Company.

      


      10.           (a)  The
        appointment and authorization of the Placement Agent under paragraph 1 of
        this
        Agreement shall expire twelve months from the date hereof or, at such other
        time
        as may be mutually agreed upon in writing by the Company and the Placement
        Agent, as the case may be.  Notwithstanding any such expiration or
        termination, the Company shall remain responsible for the reimbursement of
        the
        Placement Agent’s expenses under subparagraph 4(b) of this Agreement; and the
        reimbursement, indemnification and contribution obligations of the Company
        under
        Exhibit B and the provisions of paragraphs 5 and 6 through 15 of this Agreement
        shall survive any expiration or termination.  Such obligations also
        shall survive the offer and sale of the Securities.

      


                 (b)  If  during
        a period of twelve months following the expiration or termination
        of  the Placement Agent’s engagement hereunder, the Company sells any
        Securities or securities of the same or similar class as the Securities
        (collectively, “Covered Securities”) in a private placement (including
        registered private placements) to any Proposed Investor or affiliate of such
        Proposed Investor (in each case actually received the Company’s offering
        materials prior to the termination or expiration of the Placement Agent’s
        engagement hereunder), except in connection with a merger or acquisition
        of the
        equity or assets of such person, then the Company shall pay to the Placement
        Agent upon the closing of such sale a fee equal to the fee which would have
        been
        payable to the Placement Agent pursuant to subparagraph 4(a) if the closing
        of
        such sale had occurred during the term of the Placement Agent’s appointment and
        authorization hereunder.

      


                 11.           (a)  Upon
        consummation of a sale of Securities, the Placement Agent may place “tombstone”
advertisements in financial and other publications and media at its own expense
        describing its services to the Company hereunder.

      


                            (b)  Without
        the prior written consent of the Placement Agent, the Company will not publicly
        refer to the Placement Agent or its engagement hereunder, except as required
        by
        law.  Except as specified in sub-paragraph 11(a) above and upon the
        consummation of a sale of Securities, the Placement Agent will not, without
        the
        prior written consent of the Company, publicly refer to the Company and the
        financing activities contemplated by this engagement letter.  Except
        (a) to the extent legally required (after consultation with, and approval
        as to
        form and substance by, the Placement Agent and its counsel) or (b) on a
        confidential need to know basis to the Company’s professional advisors, no
        advice rendered by a Placement Agent to the Company will be disclosed by
        the
        Company or any of its affiliates or any of their agents, without such Placement
        Agent’s prior written consent.

      


      (c)   The
        Placement
        Agent and its parent, subsidiaries, branches and affiliates (each a “Group") are
        involved in a wide range of commercial banking, investment banking and other
        activities (including investment management, corporate finance and securities
        issuing, trading and research) from which conflicting interests, or duties,
        may
        arise.  Information which is held elsewhere within a Group but of
        which none of the individuals in the Investment Banking Department of the
        Placement Agent are involved in providing the services contemplated by this
        engagement actually has (or without breach of internal procedures can properly
        obtain) knowledge, will not for any purpose be taken into account in determining
        such Placement Agent’s responsibilities to the Company under this
        engagement.  Neither the Placement Agent nor any other part of the
        Group will have any duty to disclose to the Company or utilize for the Company’s
        benefit any non-public information acquired in the course of providing services
        to any other person, engaging in any transaction (on its own account or
        otherwise) or otherwise carrying on its business.  In addition, in the
        ordinary course of business, the Placement Agent and its affiliates may trade
        the securities of the Company for its own account and for the accounts of
        customers, and may at any time hold a long or short position in such securities,
        provided that any such trading in the Company’s securities will not be done by
        any employee of the Placement Agent who has material non-public information
        about the Company at the time of such trading.

      


                 12.           The
        benefits of this Agreement shall inure to the respective successors and assigns
        of the parties hereto and of the Indemnified Persons, and the obligations
        and
        liabilities assumed in this Agreement by the parties hereto shall be binding
        upon their respective successors and assigns.

      


                 13.           This
        Agreement may not be amended or modified except in writing signed by each
        of the
        parties hereto and shall be governed by and construed and enforced in accordance
        with the laws of the State of Florida.  Any right to trial by jury
        with respect to any lawsuit, claim or other proceeding arising out of or
        relating to this Agreement or the services to be rendered by the Placement
        Agent
        hereunder is expressly and irrevocably waived.  No claim relating to
        or arising out of this Agreement may be commenced, prosecuted or continued
        in
        any court other than the courts of the State of Florida.

      


                 14.           The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provisions of this Agreement,
        which shall remain in full force and effect.  This Agreement sets
        forth the entire agreement between the parties with respect to the subject
        matter hereof and supersedes and replaces any prior or concurrent understandings
        or agreements of the parties with respect to the subject matters covered
        herein.

      


      15.           This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original and all of which together shall be deemed to be
        the
        same agreement.

      


      


      If
        the
        foregoing correctly sets forth the understanding and agreement between the
        Placement Agent and the Company, please so indicate in the space provided
        for
        that purpose below, whereupon this letter shall constitute a binding agreement
        as of the date first above written.

      


      Sincerely,

      


      NOBLE
        INTERNATIONAL INVESTMENTS, INC.

      


      


      By:
        _____________________________

            Nico
        P. Pronk

            President

      


      


      


      Accepted
        by:

      


      NEOGENOMICS,
        INC.

      


      


      By:
        _______________________________

             Steven
        C. Jones

                                                                             Chief
        Financial Officer


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        A

       

      


       

      List
        of
        Proposed Investors

       

      


      Apollo
        Capital – FL

      Ardsley
        Partners – NYC

      Atoll
        Asset – NYC

      Bard
        Advisors – Chicago

      RBC
        -Toronto

      Davidson
        Kempner – NYC

      Deerfield
        - NYC

      Diker
        Capital – NYC

      Greenlight
        -Geneva

      Healthcor
        – NYC

      Kennedy
        Capital - Chicago

      Independence
        Asset – Denver

      J.
        Goldman – NYC

      J.W.
        Seligman - CA

      Lewis
        Asset - NYC

      Marlin
–
        Chicago

      Mavrix
–
        Toronto

      Meadowbrook
        - NYC

      Mosaic
–
        NYC

      Midsummer
        - New York

      Nihon
        Global - New York

      OrbiMed
        Advisors – NYC

      Osiris
        Capital – Boston

      Polar
        (One of the pms wanted to invest personally) –Toronto

      Prides
–
        MA

      Ridgeback
        - NYC

      Ridgecrest
        – NYC

      RMB
        Capital - Chicago

      SAC
        Capital – CT / NYC

      Sapphire
        Capital – NYC

      Sectoral
        - Geneva, Montreal

      SDS
        Capital – CT

      Sharp
        Capital / Centurion – NYC

      Sprott
–
        Toronto

      Trust
        Company of the West (TCW) - CA

      Triathlon
        - NYC

      Venator
        -
        Toronto

      Visium
        Funds – NYC

      Wells
        Capital – Portland

      Whitebox
        – Minneapolis

      XMark
        Capital – CT

       

      


       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        B

       

                 1.         The
        Company shall indemnify the Placement Agent and hold it harmless against
        any and
        all losses, claims, damages or liabilities to which the Placement Agent may
        become subject (i) arising out of or based upon any untrue statement or alleged
        untrue statement of a material fact contained in the offering materials,
        the
        registration statement (including documents, incorporated by reference) (the
        “Registration Statement”) or in any other written or oral communication provided
        by or at the direction of the Company to any actual or prospective purchaser
        of
        the Securities or arising out of or based upon the omission or alleged omission
        to state therein a material fact required to be stated therein or necessary
        in
        order to make the statements therein, in light of the circumstances under
        which
        they were made, not misleading or (ii) arising in any manner out of or in
        connection with the services or matters that are the subject of this Agreement
        (including, without limitation, the offer and sale of the Securities), and
        shall
        reimburse the Placement Agent promptly for any legal or other expenses
        reasonably incurred by it in connection with investigating, preparing to
        defend
        or defending, or providing evidence in or preparing to serve or serving as
        a
        witness with respect to, any lawsuits, investigations, claims or other
        proceedings arising in any manner out of or in connection with the services
        or
        matters that are the subject of this Agreement (including, without limitation,
        in connection with the enforcement of this Agreement and the indemnification
        obligations set forth herein); provided, however, that the Company shall
        not be
        liable under clause (ii) of this paragraph in respect of any loss, claim,
        damage, liability or expense to the extent that it is finally judicially
        determined that such loss, claim, damage, liability or expense resulted from
        the
        gross negligence or willful misconduct of the Placement Agent in the performance
        of its services hereunder.

       

                 2.           The
        Company agrees that the indemnification and reimbursement commitments set
        forth
        herein shall apply whether or not the Placement Agent is a formal party to
        any
        such lawsuits, claims or other proceedings and that such commitments shall
        extend upon the terms set forth herein to any controlling person, affiliate,
        director, officer, employee or agent of the Placement Agent (each, with the
        Placement Agent, an “Indemnified Person”).  The Company further agrees
        that, without the Placement Agent’s prior written consent, which consent will
        not be unreasonably withheld or delayed, it will not enter into any settlement
        of a lawsuit, claim or other proceeding arising out of the transactions
        contemplated by this Agreement in respect of which indemnification could
        be
        sought under the indemnification provisions of this Agreement (in which any
        Indemnified Person is an actual or potential party to such lawsuit, claim
        or
        other proceeding), unless such settlement includes an explicit and unconditional
        release from the party bringing such lawsuit, claim or other proceeding of
        all
        Indemnified Persons.  The Company further agrees that it will not
        enter into any settlement of any such lawsuit, claim or proceeding, without
        the
        Placement Agent’s prior written consent which consent shall not be unreasonably
        withheld, unless such settlement does not include a statement as to, or an
        admission of, fault, culpability or a failure to act by or on behalf of an
        Indemnified Person and does not involve any payment of money or other value
        by
        an Indemnified Person or any injunctive relief or findings of fact or
        stipulations binding on any Indemnified Person.

      


                 3.           If
        indemnification is to be sought hereunder by an Indemnified Person, then
        such
        Indemnified Person shall notify the Company of the commencement of any action
        or
        proceeding in respect thereof; provided, however, that the failure so to
        notify
        the Company shall not relieve the Company from any liability that it may
        have to
        such Indemnified Person pursuant to this indemnification agreement or from
        any
        liability that it may have to such Indemnified Person other than pursuant
        to
        this indemnification agreement, in each case except to the extent the Company
        has been prejudiced in any material respect by such
        failure.  Notwithstanding the above, following such notification, the
        Company may elect in writing to assume the defense of such action or proceeding,
        and, upon such election, it shall not be liable for any legal costs subsequently
        incurred by such Indemnified Person (other than reasonable costs of
        investigation and providing evidence) in connection therewith, except to
        the
        extent that (i) the Company has failed to provide counsel reasonably
        satisfactory to such Indemnified Person in a reasonably timely manner, (ii)
        counsel which has been provided by the Company reasonably determines that
        its
        representation of such Indemnified Person would present it with a conflict
        of
        interest or (iii) the Indemnified Person reasonably determines that there
        may be
        legal defenses available to it which are different from or in addition to
        those
        available to the Company.  In connection with any one action or
        proceeding or substantially related actions or proceedings, the Company shall
        not be responsible for the fees and expenses of more than one separate law
        firm
        in any one jurisdiction for all Indemnified Persons.

      


                 4.           The
        Company and the Placement Agent agree that if any indemnification or
        reimbursement sought hereunder is judicially determined to be unavailable
        for a
        reason other than the gross negligence or willful misconduct of the Placement
        Agent, then, whether or not the Placement Agent is the Indemnified Person,
        the
        Company and the Placement Agent shall contribute to the losses, claims, damages,
        liabilities and expenses for which such indemnification or reimbursement
        is held
        unavailable (i) in such proportion as is appropriate to reflect the relative
        benefits to the Company on the one hand, and the Placement Agent, as the
        case
        may be, on the other hand, in connection with the transactions to which such
        indemnification or reimbursement relates, or (ii) if the allocation provided
        by
        clause (i) above is judicially determined not to be permitted, in such
        proportion as is appropriate to reflect not only the relative benefits referred
        to in clause (i) but also the relative faults of the Company on the one hand,
        the Placement Agent, as the case may be, on the other hand, as well as any
        other
        equitable considerations; provided, however, that in no event shall the amount
        to be contributed by the Placement Agent hereunder exceed the amount of the
        fees
        actually received by the Placement Agent, as the case may be,
        hereunder.

      


      5.           Nothing
        in this Agreement, expressed or implied, is intended to confer or does confer
        on
        any person or entity other than the parties hereto or their respective
        successors and assigns, and to the extent expressly set forth herein, the
        Indemnified Persons, any rights or remedies under or by reason of this Agreement
        or as a result of the services to be rendered by the Placement Agent
        hereunder.  The parties acknowledge that the Placement Agent is not
        acting in a fiduciary capacity with respect to the Company and that the
        Placement Agent is not assuming any duties or obligations other than those
        expressly set forth in this Agreement.  The Company further agrees
        that the  Placement Agent nor any of its controlling persons,
        affiliates, directors, officers, employees or consultants shall have any
        liability to the Company or any person asserting claims on behalf of or in
        right
        of the Company or for any losses, claims, damages, liabilities or expenses
        arising out of or relating to this Agreement or the services to be rendered
        by
        the Placement Agent hereunder, unless it is finally judicially determined
        that
        such losses, claims, damages, liabilities or expenses resulted from the gross
        negligence or willful misconduct of the Placement Agent.