exhibit1023.htm


    


     

    INVESTOR
      REGISTRATION RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of
      May ___, 2007, by and among NEOGENOMICS, INC., a Nevada
      corporation (the “Company”), and [NAME OF
      INVESTOR], a ___________ _____ (the “Investor”).

     

    WHEREAS:

     

    A.           In
      connection with that certain Subscription Agreement by and among the parties
      hereto of even date herewith (the “Subscription
      Agreement”), the Company has agreed, upon the terms and subject to the
      conditions of the Subscription Agreement, to issue and sell to the Investor
      shares of the Company’s common stock, par value $0.001 per share (the “Common
      Stock”).  Capitalized terms not defined herein shall have the
      meaning ascribed to them in the Subscription Agreement.

     

    B.           To
      induce the Investors to execute and deliver the Subscription Agreement, the
      Company has agreed to provide certain registration rights under the Securities
      Act of 1933, as amended, and the rules and regulations thereunder, or any
      similar successor statute (collectively, the “Securities Act”), and
      applicable state securities laws.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants
      contained herein and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Company and the Investors
      hereby agree as follows:

     

    1.  DEFINITIONS.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    (a)  “Person”
      means a corporation, a limited liability company, an association, a partnership,
      an organization, a business, an individual, a governmental or political
      subdivision thereof or a governmental agency.

     

    (b)  “Register,”
      “registered,” and “registration” refer to a registration effected
      by preparing and filing one or more Registration Statements (as defined below)
      in compliance with the Securities Act and pursuant to Rule 415 under the
      Securities Act or any successor rule providing for offering securities on a
      continuous or delayed basis (“Rule 415”), and the declaration or ordering
      of effectiveness of such Registration Statement(s) by the United States
      Securities and Exchange Commission (the “SEC”).

     

    (c)  “Registrable
      Securities” means the shares of Common Stock issuable to the Investor
      pursuant to the Subscription Agreement and/or the shares of Common Stock
      purchased by the Investor pursuant to that certain Stock Purchase Agreement
      (the
“Stock Purchase Agreement”), dated as of the date hereof, by and among
      the Investor, Aspen Select Healthcare, LP and for certain limited purposes,
      the
      Company.

     

    (d)  “Registration
      Statement” means a registration statement under the Securities Act which
      covers the Registrable Securities.

     

    2.  REGISTRATION.

     

    (a)  Subject
      to the terms and conditions of this Agreement, the Company shall prepare and
      file, no later than thirty (30) days from the date hereof (the “Scheduled
      Filing Deadline”), with the SEC a Registration Statement on Form S-1 or SB-2
      (or, if the Company is then eligible, on Form S-3) under the Securities Act
      for
      the resale by the Investors of the Registrable Securities.  The
      Company shall use its best efforts to cause the Registration Statement to remain
      effective until all of the Registrable Securities have been sold; provided,
      however, that in no event will the Company be required to maintain the
      effectiveness of the Registration Statement for longer than two (2) years from
      the date hereof.  Prior to the filing of the Registration Statement
      with the SEC, the Company shall furnish a copy of the Registration Statement
      to
      the Investor for their review and comment.  The Investor shall use its
      best efforts to furnish comments on the Registration Statement and any amendment
      or supplement thereto to the Company within twenty-four (24) hours of the
      receipt thereof from the Company.

     

    (b)  Effectiveness
      of the Registration Statement.  The Company shall use its best
      efforts (i) to have the Registration Statement declared effective by the SEC
      no
      later than one hundred twenty (120) days from the date hereof (the “Scheduled
      Effective Date”) and (ii) to insure that the Registration Statement remains
      in effect until all of the Registrable Securities have been sold, subject to
      the
      terms and conditions of this Agreement.

     

    (c)  Failure
      to File or Obtain Effectiveness of the Registration Statement.  In
      the event the Registration Statement is not filed by the Scheduled Filing
      Deadline or is not declared effective by the SEC on or before the Scheduled
      Effective Date, then as partial relief for the damages to any holder of
      Registrable Securities by reason of any such delay in its ability to sell the
      underlying shares of Common Stock (which remedy shall not be exclusive of any
      other remedies at law or in equity), the Company will pay as liquidated damages
      (the “Liquidated Damages”) to the holder, at the holder’s option, either
      a cash amount or shares of the Company’s Common Stock within three (3) business
      days, after demand therefore, equal to one half percent (0.5%) of the purchase
      price of the Registrable Securities purchased pursuant to the Subscription
      Agreement as Liquidated Damages for each thirty (30) day period after the
      Scheduled Filing Deadline or the Scheduled Effective Date as the case may
      be.

     

    3.  RELATED
      OBLIGATIONS.

     

    (a)  The
      Company shall keep the Registration Statement effective pursuant to
      Rule 415 at all times until the earlier of the date on which the Investor
      shall have sold all the Registrable Securities covered by such Registration
      Statement or the date which is two years from the date of this Agreement (the
      “Registration Period”), which Registration Statement (including any
      amendments or supplements thereto and prospectuses contained therein) shall
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein, or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading.

     

    (b)  The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the Securities Act, as
      may
      be necessary to keep such Registration Statement effective at all times during
      the Registration Period, and, during such period, comply with the provisions
      of
      the Securities Act with respect to the disposition of all Registrable Securities
      of the Company covered by such Registration Statement.  In the case of
      amendments and supplements to a Registration Statement which are required to
      be
      filed pursuant to this Agreement (including pursuant to this Section 3(b))
      by
      reason of the Company’s filing a report on Form 10-KSB, Form 10-QSB or Form 8-K
      or any analogous report under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), the Company shall incorporate such report by
      reference into the Registration Statement, if applicable, or shall use its
      best
      efforts to file such amendments or supplements with the SEC.

     

    (c)  The
      Company shall furnish to the Investor whose Registrable Securities are included
      in any Registration Statement, without charge, (i) at least one (1) copy of
      such
      Registration Statement as declared effective by the SEC and any amendment(s)
      thereto, including financial statements and schedules, all documents
      incorporated therein by reference, all exhibits and each preliminary prospectus,
      (ii) either ten (10) physical copies or an electronic copy of the final
      prospectus included in such Registration Statement and all amendments and
      supplements thereto (or such other number of copies as such Investor may
      reasonably request) and (iii) such other documents as such Investor may
      reasonably request from time to time in order to facilitate the disposition
      of
      the Registrable Securities owned by such Investor.

     

    (d)  As
      promptly as practicable after becoming aware of such event or development,
      the
      Company shall notify the Investor in writing of the happening of any event
      as a
      result of which the prospectus included in a Registration Statement, as then
      in
      effect, includes an untrue statement of a material fact or omission to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading (provided that in no event shall such notice contain any material,
      nonpublic information), and promptly prepare a supplement or amendment to such
      Registration Statement to correct such untrue statement or omission, and deliver
      either ten (10) physical copies or an electronic copy of such supplement or
      amendment to each Investor.  The Company shall also promptly notify
      the Investor in writing (i) when a prospectus or any prospectus supplement
      or
      post-effective amendment has been filed, and when a Registration Statement
      or
      any post-effective amendment has become effective (notification of such
      effectiveness shall be delivered to each Investor by facsimile on the same
      day
      of such effectiveness), (ii) of any request by the SEC for amendments or
      supplements to a Registration Statement or related prospectus or related
      information, and (iii) of the Company’s reasonable determination that a
      post-effective amendment to a Registration Statement would be
      appropriate.

     

    (e)  The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction within the United States of America and, if such an order or
      suspension is issued, to obtain the withdrawal of such order or suspension
      at
      the earliest possible moment and to notify each Investor who holds Registrable
      Securities being sold of the issuance of such order and the resolution thereof
      or its receipt of actual notice of the initiation or threat of any proceeding
      for such purpose.

     

    (f)  The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement.  The Company agrees that it shall, upon learning that
      disclosure of such information concerning the Investor is sought in or by a
      court or governmental body of competent jurisdiction or through other means,
      give prompt written notice to such Investor and allow such Investor, at the
      Investor’s expense, to undertake appropriate action to prevent disclosure of, or
      to obtain a protective order for, such information.

     

    (g)  The
      Company shall use its best efforts either to cause all the Registrable
      Securities covered by a Registration Statement to either (i) be listed on each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange or (ii) be
      included for quotation on the National Association of Securities Dealers, Inc.
      OTC Bulletin Board for such Registrable Securities.  The Company shall
      pay all fees and expenses in connection with satisfying its obligation under
      this Section 3(g).

     

    (h)  The
      Company shall cooperate with the Investor who holds Registrable Securities
      being
      offered and, to the extent applicable, to facilitate the timely preparation
      and
      delivery of certificates representing the Registrable Securities to be offered
      pursuant to a Registration Statement and enable such certificates to be in
      such
      denominations or amounts, as the case may be, as the Investors may reasonably
      request and registered in such names as the Investors may request, provided,
      however, that the expense of issuing any such certificates will be for the
      account of the Investor.

     

    (i)  The
      Company shall make generally available to its security holders as soon as
      practical, but not later than ninety (90) days after the close of the period
      covered thereby, an earnings statement (in form complying with the provisions
      of
      Rule 158 under the Securities Act) covering a twelve (12) month period beginning
      not later than the first day of the Company’s fiscal quarter next following the
      effective date of the Registration Statement.

     

    (j)  The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.

     

    (k)  Within
      five (5) business days after a Registration Statement which covers Registrable
      Securities is declared effective by the SEC, the Company shall deliver, and
      shall cause legal counsel for the Company to deliver, to the transfer agent
      for
      such Registrable Securities (with copies to the Investors whose Registrable
      Securities are included in such Registration Statement) confirmation that such
      Registration Statement has been declared effective by the SEC in the form
      attached hereto as Exhibit A.

     

    (l)  The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Investors of Registrable Securities pursuant
      to a
      Registration Statement.

     

    4.  OBLIGATIONS
      OF THE INVESTOR.

     

    The
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(e) or the first
      sentence of 3(d), the Investor will immediately discontinue disposition of
      Registrable Securities pursuant to any Registration Statement(s) covering such
      Registrable Securities until the Investor’s receipt of the copies of the
      supplemented or amended prospectus contemplated by Section 3(d) or receipt
      of
      notice that no supplement or amendment is required.

     

    5.  EXPENSES
      OF REGISTRATION.

     

    All
      expenses incurred in connection with registrations, filings or qualifications
      pursuant to Sections 2 and 3, including, without limitation, all registration,
      listing and qualifications fees, printers, legal and accounting fees shall
      be
      paid by the Company.

     

    6.  INDEMNIFICATION.

     

    With
      respect to Registrable Securities which are included in a Registration Statement
      under this Agreement:

     

    (a)  To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend the Investor, the directors, officers, partners,
      employees, agents, representatives of, and each Person, if any, who controls any
      Investor within the meaning of the Securities Act or the Exchange Act (each,
      an
“Indemnified Person”), against any losses, claims, damages, liabilities,
      judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts
      paid in settlement or expenses, joint or several (collectively, “Claims”)
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto (“Indemnified Damages”), to which any
      of them may become subject insofar as such Claims (or actions or proceedings,
      whether commenced or threatened, in respect thereof) arise out of or are based
      upon: (i) any untrue statement or alleged untrue statement of a material fact
      in
      a Registration Statement or any post-effective amendment thereto or the omission
      or alleged omission to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading; (ii) any untrue
      statement or alleged untrue statement of a material fact contained in any final
      prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading; or (iii) any violation or alleged violation by the Company
      of the Securities Act, the Exchange Act, any other law (the matters in the
      foregoing clauses (i) through (iii) being, collectively,
“Violations”).  Notwithstanding anything to the contrary
      contained herein, the indemnification agreement contained in this Section 6(a):
      (x) shall not apply to a Claim by an Indemnified Person arising out of or based
      upon a Violation which occurs in reliance upon and in conformity with
      information furnished in writing to the Company by such Indemnified Person
      expressly for use in connection with the preparation of the Registration
      Statement or any such amendment thereof or supplement thereto; (y) shall not
      be
      available to the extent such Claim is based on a failure of the Investor to
      deliver or to cause to be delivered the prospectus made available by the
      Company, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(c); and (z) shall not apply to amounts paid in settlement of any
      Claim if such settlement is effected without the prior written consent of the
      Company, which consent shall not be unreasonably withheld. Such indemnity shall
      remain in full force and effect regardless of any investigation made by or
      on
      behalf of the Indemnified Person.

     

    (b)  In
      connection with a Registration Statement, the Investor agrees to severally
      and
      not jointly indemnify, hold harmless and defend, to the same extent and in
      the
      same manner as is set forth in Section 6(a), the Company, each of its directors,
      each of its officers, employees, representatives, or agents and each Person,
      if
      any, who controls the Company within the meaning of the Securities Act or the
      Exchange Act (each an “Indemnified Party”), against any Claim or
      Indemnified Damages to which any of them may become subject, under the
      Securities Act, the Exchange Act or otherwise, insofar as such Claim or
      Indemnified Damages arise out of or is based upon any Violation, in each case
      to
      the extent, and only to the extent, that such Violation occurs in reliance
      upon
      and in conformity with written information furnished to the Company by the
      Investor expressly for use in connection with such Registration Statement;
      and,
      subject to Section 6(d), such Investor will reimburse any legal or other
      expenses reasonably incurred by them in connection with investigating or
      defending any such Claim; provided, however, that the indemnity agreement
      contained in this Section 6(b) and the agreement with respect to contribution
      contained in Section 7 shall not apply to amounts paid in settlement of any
      Claim if such settlement is effected without the prior written consent of such
      Investor, which consent shall not be unreasonably withheld; provided, further,
      however, that the Investor shall be liable under this Section 6(b) for only
      that
      amount of a Claim or Indemnified Damages as does not exceed the net proceeds
      to
      such Investor as a result of the sale of Registrable Securities pursuant to
      such
      Registration Statement.  Such indemnity shall remain in full force and
      effect regardless of any investigation made by or on behalf of such Indemnified
      Party and shall survive the transfer of the Registrable Securities by the
      Investors pursuant to Section 9.  Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(b) with respect to any prospectus shall not inure to the benefit
      of
      any Indemnified Party if the untrue statement or omission of material fact
      contained in the prospectus was corrected and such new prospectus was delivered
      to each Investor prior to such Investor’s use of the prospectus to which the
      Claim relates.

     

    (c)  Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one (1) counsel for such Indemnified Person or Indemnified Party
      to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing  interests between
      such Indemnified Person or Indemnified Party and any other party represented
      by
      such counsel in such proceeding.  The Indemnified Party or Indemnified
      Person shall cooperate fully with the indemnifying party in connection with
      any
      negotiation or defense of any such action or claim by the indemnifying party
      and
      shall furnish to the indemnifying party all information reasonably available
      to
      the Indemnified Party or Indemnified Person which relates to such action or
      claim.  The indemnifying party shall keep the Indemnified Party or
      Indemnified Person fully apprised at all times as to the status of the defense
      or any settlement negotiations with respect thereto.  No indemnifying
      party shall be liable for any settlement of any action, claim or proceeding
      effected without its prior written consent; provided, however, that the
      indemnifying party shall not unreasonably withhold, delay or condition its
      consent.  No indemnifying party shall, without the prior written
      consent of the Indemnified Party or Indemnified Person, consent to entry of
      any
      judgment or enter into any settlement or other compromise which does not include
      as an unconditional term thereof the giving by the claimant or plaintiff to
      such
      Indemnified Party or Indemnified Person of a release from all liability in
      respect to such claim or litigation.  Following indemnification as
      provided for hereunder, the indemnifying party shall be subrogated to all rights
      of the Indemnified Party or Indemnified Person with respect to all third
      parties, firms or corporations relating to the matter for which indemnification
      has been made.  The failure to deliver written notice to the
      indemnifying party within a reasonable time of the commencement of any such
      action shall not relieve such indemnifying party of any liability to the
      Indemnified Person or Indemnified Party under this Section 6, except to the
      extent that the indemnifying party is prejudiced in its ability to defend such
      action.

     

    (d)  The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of action or similar right of the Indemnified Party or Indemnified Person
      against the indemnifying party or others, and (ii) any liabilities the
      indemnifying party may be subject to pursuant to the law.

     

    7.  CONTRIBUTION.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that:  (i) no
      seller of Registrable Securities guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any seller of Registrable Securities who was not guilty of
      fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
      Securities shall be limited in amount to the net amount of proceeds received
      by
      such seller from the sale of such Registrable Securities.

     

    8.  REPORTS
      UNDER THE EXCHANGE ACT.

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the Securities Act or any similar rule or regulation of the SEC that
      may
      at any time permit the Investors to sell securities of the Company to the public
      without registration (“Rule 144”) the Company agrees to use its best
      efforts to:

     

    (a)  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    (b)  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act so long as the Company
      remains subject to such requirements and the filing of such reports and other
      documents as are  required by the applicable provisions of Rule 144;
      and

     

    (c)  furnish
      to the Investor so long as the Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the Securities Act and the Exchange
      Act,
      (ii) a copy of the most recent annual or quarterly report of the Company and
      such other reports and documents so filed by the Company, and (iii) such other
      information as may be reasonably requested to permit the Investors to sell
      such
      securities pursuant to Rule 144 without registration.

     

    9.  AMENDMENT
      OF REGISTRATION RIGHTS.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the Investor(s)
      who then hold at least two-thirds (2/3) of the Registrable
      Securities.  Any amendment or waiver effected in accordance with this
      Section 9 shall be binding upon the Investor(s) and the
      Company.  No such amendment shall be effective to the extent that it
      applies to fewer than all of the holders of the Registrable Securities covered
      under this Agreement.  No consideration shall be offered or paid to
      any Person to amend or consent to a waiver or modification of any provision
      of
      any of this Agreement unless the same consideration also is offered to all
      of
      the parties to this Agreement.

     

    10.  MISCELLANEOUS.

     

    (a)  A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities or owns the right to
      receive the Registrable Securities.  If the Company receives
      conflicting instructions, notices or elections from two (2) or more Persons
      with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from the registered owner of such
      Registrable Securities.

     

    (b)  Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered:  (i) upon receipt, when delivered personally;
      (ii) upon receipt, when sent by facsimile (provided confirmation of transmission
      is electronically generated and kept on file by the sending party); or (iii)
      one
      (1) business day after deposit with a nationally recognized overnight delivery
      service, in each case properly addressed to the party to receive the
      same.  The addresses and facsimile numbers for such communications
      shall be:

     

    
      	
              If
                to the Company, to:

            	
              NeoGenomics,
                Inc.

            
	 	
              Attn:                      Chief
                Financial Officer

            
	 	
              12701
                Commonwealth Drive, Suite #7

            
	 	
              Fort
                Myers, FL  33913

            
	 	
              Telephone:                                (239)
                768-0600

            
	 	
              Facsimile:                                (239)
                768-1672

            
	 	 


    


    
      
              

                  
      
      

           

                  
      
      

                  MI-238696 v4 0437575-0201      
    

         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              With
                Copy to:

            	
              Kirkpatrick
                & Lockhart Preston Gates Ellis LLP

            
	 	
              201
                South Biscayne Boulevard, Suite 2000

            
	 	
              Miami,
                Florida 33131

            
	 	
              Attention:                                Clayton
                E. Parker, Esquire

            
	 	
              Telephone:                                (305)
                539-3306

            
	 	
              Facsimile:                                (305)
                358-7095

            
	 	 
	
              If
                to the Investor:

               

            	 
	 	 
	 	 
	 	
              Attention:

            
	 	
              Telephone:                                

            
	 	
              Facsimile:                                

            
	 	 


    

    


     

    


     

    Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) electronically generated by the sender’s
      facsimile machine containing the time, date, recipient facsimile number and
      an
      image of the first page of such transmission or (C) provided by a courier or
      overnight courier service shall be rebuttable evidence of personal service,
      receipt by facsimile or receipt from a nationally recognized overnight delivery
      service in accordance with clause (i), (ii) or (iii) above,
      respectively.

     

    (c)  Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    (d)  The
      laws
      of the State of Nevada shall govern all issues concerning the relative rights
      of
      the Company and the Investor as its stockholder.  All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Agreement shall be governed by the internal laws of the State of Florida,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of Florida or any other jurisdiction) that would cause
      the
      application of the laws of any jurisdiction other than the State of
      Florida.  Each party hereby irrevocably submits to the non-exclusive
      jurisdiction of the courts of the State of Florida, sitting in Miami-Dade
      County, Florida and federal courts for the District of Florida sitting in
      Miami-Dade County, Florida, for the adjudication of any dispute hereunder or
      in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper.  Each party hereby irrevocably waives personal service of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof to such party at the address for such
      notices to it under this Agreement and agrees that such service shall constitute
      good and sufficient service of process and notice thereof.  Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law.  If any provision of this Agreement
      shall be invalid or unenforceable in any jurisdiction, such invalidity or
      unenforceability shall not affect the validity or enforceability of the
      remainder of this Agreement in that jurisdiction or the validity or
      enforceability of any provision of this Agreement in any other
      jurisdiction.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
      HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
      DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
      OR
      ANY TRANSACTION CONTEMPLATED HEREBY.

     

    (e)  This
      Agreement, the Subscription Agreement, the Stock Purchase Agreement and related
      documents constitute the entire agreement among the parties hereto with respect
      to the subject matter hereof and thereof.  There are no restrictions,
      promises, warranties or undertakings, other than those set forth or referred
      to
      herein and therein.  This Agreement, the Subscription Agreement, the
      Stock Purchase Agreement and related documents supersede all prior agreements
      and understandings among the parties hereto with respect to the subject matter
      hereof and thereof.

     

    (f)  This
      Agreement shall inure to the benefit of and be binding upon the permitted
      successors and assigns of each of the parties hereto.

     

    (g)  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (h)  This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same
      agreement.  This Agreement, once executed by a party, may be delivered
      to the other party hereto by Adobe Acrobat PDF file or facsimile transmission
      of
      a copy of this Agreement bearing the signature of the party so delivering this
      Agreement.

     

    (i)  Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (j)  The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.

     

    (k)  This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    


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    IN
      WITNESS WHEREOF, the parties have caused this Investor Registration
      Rights Agreement to be duly executed as of day and year first above
      written.

     

    
      	 	
              NEOGENOMICS,
                INC.

            
	 	 
	 	
              By:                                                                

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              [Name
                of Investor]

            
	 	 
	 	
              By:                                                      

            
	 	
              Name:

            
	 	
              Title:

            
	 	 


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    EXHIBIT
      A

     

    FORM
      OF NOTICE OF EFFECTIVENESS

     

     

    OF
      REGISTRATION STATEMENT

     

    


    Attention:

    


    
      	
               

            	
              Re:

            	
              NEOGENOMICS,
                INC.

            


    

    


    Ladies
      and Gentlemen:

    


    We
      are
      counsel to Neogenomics, Inc., a Nevada corporation (the “Company”), and
      have represented the Company in connection with that certain Subscription
      Agreement (the “Subscription Agreement”) entered into by and among the
      Company and the investor named therein (the “Investor”) pursuant to which
      the Company issued to the Investor shares of its Common Stock, par value $0.001
      per share (the “Common Stock”) and that certain Stock Purchase Agreement
      entered into by and among the Investor, Aspen Select Healthcare, LP and for
      certain limited purposes, the Company (the “Stock Purchase
      Agreement”).  Pursuant to the Subscription Agreement and the Stock
      Purchase Agreement, the Company also has entered into an Investor Registration
      Rights Agreement with the Investor (the “Investor Registration Rights
      Agreement”) pursuant to which the Company agreed, among other things, to
      register the Registrable Securities (as defined in the Investor Registration
      Rights Agreement) under the Securities Act of 1933, as amended (the
“Securities Act”).  In connection with the Company’s
      obligations under the Registration Rights Agreement, on ____________ ____,
      the
      Company filed a Registration Statement on Form ________ (File
      No. 333-_____________) (the “Registration Statement”) with the
      Securities and Exchange SEC (the “SEC”) relating to the Registrable
      Securities which names each of the Investors as a selling stockholder there
      under.

     

    In
      connection with the foregoing, we advise you that a member of the SEC’s staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the Securities Act at [ENTER TIME
      OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and
      we have no knowledge, after telephonic inquiry of a member of the SEC’s staff,
      that any stop order suspending its effectiveness has been issued or that any
      proceedings for that purpose are pending before, or threatened by, the SEC
      and
      the Registrable Securities are available for resale under the Securities Act
      pursuant to the Registration Statement.

     

    Very
      truly yours,

    


    [Law
      Firm]

    


    By:                                                                 

    


    cc:           [LIST
      NAMES OF INVESTORS]