exhibit1022.htm


    


     

    SUBSCRIPTION
      AGREEMENT

     

    


    
      	 	
              Name(s) of
                Subscriber(s):

            	
              Total
                Subscription Shares:

               

            	
              ________________

            
	 	 	 	 
	 	
              __________________________

            	
              Total
                Subscription Price:

            	
              $_______________

            
	 	
              __________________________

            	 	 


    

    


     

    NeoGenomics,
      Inc.

    12701
      Commonwealth Drive, Suite 9

     

    Fort
      Myers, Florida 33913

     

    Gentlemen:

     

    1.           Subscription.  The
      undersigned (the “Subscriber”) hereby subscribes for and agrees to
      purchase ____________ Shares (the “Shares”) of common stock, par value
      $0.001 per share (the “Common Stock”) of NeoGenomics, Inc., a Nevada
      corporation (the “Corporation”) at a purchase price of $1.50 per
      Share for an aggregate price of $_________(the “Total Subscription
      Price”) in accordance with the terms of this Subscription Agreement (the
“Subscription Agreement”).

     

    2.           Subscription
      Instruments.  The Subscriber hereby
      tenders to the Corporation the following materials (the “Subscription
      Materials”), all of which have been duly completed and executed by the
      Subscriber:

     

    a.           A
      check or wire transfer, in the amount of $1.50 per Share subscribed for, made
      payable to NeoGenomics, Inc.  All wire transfers should be sent to the
      Corporation in accordance with the wire transfer instructions attached hereto
      as
      Exhibit A.

     

    b.           One
      copy of this Subscription Agreement; and

     

    c.           One
      copy of the Accredited Investor Suitability Questionnaire; and

     

    d.           One
      copy of the Registration Rights Agreement.

     

    3.           Acceptance
      or Rejection of Subscription.  The
      Subscriber understands and agrees that:

     

    a.           If
      this subscription is accepted, the proceeds delivered herewith shall be used
      to
      admit the subscribers whose subscriptions were accepted as shareholders of
      the
      Corporation; and

     

    b.           If
      this subscription is rejected, the Subscription Documents and the subscription
      funds will be promptly returned to the Subscriber.  No interest will
      be paid on any subscription funds.

     

    4.           Representations
      and Warranties of the Subscriber.  The
      Subscriber hereby represents and warrants to the Corporation as
      follows:

     

    a.           All
      matters relating to the Corporation and the Subscriber’s investment in the
      Shares have been explained to the Subscriber and the Subscriber’s advisors and
      you understand the speculative nature of and the risks involved in this
      investment.  The Subscriber understands the business in which the
      Corporation is engaged and the Subscriber has such knowledge and experience
      in
      financial and business matters that the Subscriber is capable of evaluating
      the
      merits and risks of an investment in the Corporation and making an informed
      investment decision with respect thereto.  The Subscriber and his
      attorneys, investment advisors, business advisors, tax advisors and accountants
      have had access to the Corporation reports, schedules, forms, statements and
      other documents filed by it with the United States Securities and Exchange
      Commission under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (all of the foregoing filed prior to the date hereof and
      all exhibits included therein and financial statements and schedules thereto
      and
      documents incorporated by reference therein, being hereinafter referred to
      as
      the “SEC Documents”), and, prior to the execution of this letter by the
      Subscriber, the Subscriber has carefully reviewed the SEC
      Documents.  The Subscriber relied solely on the information contained
      in the SEC Documents in making his investment decision, and, in making his
      investment decision, the Subscriber has disregarded any other written or oral
      statements or information, if any, concerning the Corporation or an investment
      in the Shares made by any party, including, without limitation, the officers,
      directors, and employees of the Corporation.  The Subscriber
      understands the business in which the Corporation will be engaged and has such
      knowledge and experience in financial and business matters that he is capable
      of
      evaluating the merits and risks of an investment in the Corporation and making
      an informed investment decision with respect thereto.  The Subscriber
      has obtained sufficient information to evaluate the merits and risks of the
      investment and to make such a decision.  To the extent that the
      Subscriber has deemed it appropriate to do so, the Subscriber has retained,
      and
      relied upon, appropriate professional advice regarding the tax, accounting,
      legal, investment and financial merits and consequences of an investment in
      the
      Shares.  The Subscriber acknowledges that he has relied solely on the
      professional advice of his own counsel with respect to the transactions set
      forth herein.

     

    b.           The
      Subscriber and his attorneys, investment advisors, business advisors, tax
      advisors and accountants have had sufficient access to all documents and records
      pertaining to the Corporation and this proposed investment in the
      Shares.  Additionally, the Subscriber and all of his advisors have had
      the opportunity to ask questions and receive answers concerning the terms and
      conditions of the offering and other matters pertaining to this investment,
      and
      all such questions have been answered to the satisfaction of the
      Subscriber.  The Subscriber and all of his advisors have had an
      opportunity to obtain any additional information which the Corporation
      possesses, or can acquire without unreasonable effort or expense, necessary
      to
      verify the accuracy of the information furnished in the SEC
      Documents;

     

    c.           The
      Subscriber (i) has adequate means of providing for his current needs and
      possible personal contingencies and those of his family, if applicable, in
      the
      same manner as he would have been able to provide prior to making the investment
      in the Shares, (ii) has no need for liquidity in this investment,
      (iii) is aware of and able to bear the risks of this investment for an
      indefinite period of time and (iv) is presently able to afford a complete
      loss of such investment;

     

    d.           The
      Subscriber recognizes that an investment in the Shares involves significant
      risks, including, without limitation, those set forth in the SEC
      Documents.  The Subscriber acknowledges that the Corporation continued
      operation is highly dependent upon its ability to raise substantial additional
      capital and/or increase revenues.  No assurance can be given that the
      Corporation will be successful in raising any such capital and/or increasing
      revenues.  The failure to raise such capital and/or increase revenues
      will have a material adverse effect on the Corporation’s operations and
      financial condition and on its ability to continue as a going
      concern;

     

    e.           The
      Subscriber has not relied on any promotional sales materials, representations
      or
      warranties or financial projections with respect to the Corporation or its
      business and financial condition in connection with determining the merits
      of an
      investment in the Shares.  The Subscriber understands and acknowledges
      that no representations concerning the accuracy of information or financial
      projections, if any, are being made by the Corporation and the Subscriber has
      completely disregarded such information or financial projections, if any, in
      determining whether to purchase the Shares.

     

    f.           The
      Subscriber and his advisors have reviewed the financial condition of the
      Corporation and the Corporation’s financial statements as set forth in the SEC
      Documents, and the Subscriber agrees and acknowledges that the Corporation
      has
      not made and is making no representations, warranties or predictions regarding
      the Corporation’s present or future financial condition.

     

    g.           The
      Subscriber understands that none of the Shares have been registered under the
      Securities Act of 1933, as amended (the “Securities Act”) or the
      securities laws of any state in reliance upon exemptions therefrom for private
      offerings.  The Subscriber understands that the Shares must be held
      indefinitely unless the sale thereof is subsequently registered under the
      Securities Act and applicable state securities laws or exemptions from such
      registration are available.  The Subscriber further understands that
      the Corporation has no obligation to repurchase any of the
      Shares.  All certificates evidencing the Subscriber’s ownership of the
      Shares will bear a legend stating that the Shares have not been registered
      under
      the Securities Act or state securities laws and they may not be resold unless
      they are registered under the Securities Act and applicable state securities
      laws or exempt therefrom.

     

    h.           The
      Shares are being purchased solely for the Subscriber’s account for
      investment and not for the account of any other person and not with a view
      to or
      for distribution, assignment or resale in connection with any distribution
      within the meaning of the Securities Act, and no other person has a direct
      or
      indirect beneficial interest in such Shares.  The Subscriber
      represents that he has no agreement, understanding, commitment or other
      arrangement with any person and no present intention to sell, transfer or assign
      any Shares;

     

    i.           The
      Subscriber realizes that he may not be able to sell or dispose of any of the
      Shares and that no market of any kind (public or private) may be available
      for any of the Shares.  In addition, the Subscriber understands that
      his right to transfer the Shares will be subject to restrictions contained
      in
      applicable Federal and state securities laws;

     

    j.           All
      information which the Subscriber has provided to the Corporation concerning
      himself, his financial position and his knowledge of financial and business
      matters, including all information contained in this Subscription Agreement,
      is
      correct and complete as of the date set forth on the signature page hereof,
      and
      if there should be any adverse change in such information prior to his
      subscription being accepted, he will immediately provide the Corporation with
      such information;

     

    k.           The
      Subscriber’s principal residence (if subscriber is an individual) or
      principal business address, as applicable, is in the State of _______________,
      and the Subscriber has no present intention to move such residence or principal
      business address, as applicable, from such State;

     

    l.           The
      Subscriber understands that no financial projections are included in the SEC
      Documents, and neither the Subscriber nor any of his advisors are relying on
      any
      financial projections in connection with determining the merits of an investment
      in the Shares.  The Subscriber understands and acknowledges that no
      representations concerning the accuracy of information or financial projections,
      if any, not included in the SEC Documents are being made and he and all of
      his
      advisors have completely disregarded such information or financial projections,
      if any, not included in the SEC Documents in determining whether to invest
      in
      the Shares; and

     

    m.           The
      Subscriber understands that the Corporation may at any time, in its sole
      discretion, arrange for the offer and sale of additional shares of its capital
      stock to current or additional shareholders, at such prices and in such amounts
      as it, in its sole discretion, may determine to be in the best interests of
      the
      Corporation.

     

     

    
      	
              5.  

            	
              Representations
                and Warranties of the
                Corporation.

            


    

     

    The
      Corporation represents and warrants to the Subscriber that the statements made
      in this Section 5 are true and correct.  As used herein, the term
“Knowledge” means the knowledge of any officer of the
      Corporation, following such inquiries and investigations as would be deemed
      appropriate by a reasonable businessperson in the laboratory services industry
      in the prudent management of his or her business affairs.

     

    a.           The
      Corporation is a corporation duly organized, validly existing and in good
      standing under the Securities Exchange Act of 1934.  The Corporation
      has all requisite corporate power and authority to own and operate its
      properties and assets, to execute and deliver this Subscription Agreement,
      and,
      to the extent applicable, to issue and sell the Shares, and to carry out the
      provisions of this Subscription Agreement and to carry on its business as
      currently conducted and as currently proposed to be conducted.

     

    b.           As
      of the date of this Subscription Agreement, the Corporation has only one
      Subsidiary (as defined herein):  NeoGenomics, Inc., a Florida company,
      d/b/a NeoGenomics Laboratories..  Except as set forth in the SEC
      Documents, the Corporation does not own any ownership interest or profits
      interest in any other corporation, limited liability corporation, limited
      partnership or similar entity.  Except as set forth in the SEC
      Documents, the Corporation is not a participant in any joint venture,
      partnership or similar arrangement.  For the purpose of this
      Agreement, “Subsidiaries” means, with respect to any
      Person (as defined below) (including the Corporation), any corporation,
      partnership, association or other business entity of which more than 50% of
      the
      issued and outstanding stock or equivalent thereof having ordinary voting power
      is owned or controlled by such Person, by one or more Subsidiaries or by such
      Person and one or more Subsidiaries of such Person.  For purposes of
      this Subscription Agreement, “Person” means any
      individual, corporation, partnership, firm, joint venture, association, limited
      liability Corporation, limited liability partnership, joint-stock Corporation,
      trust, unincorporated organization or governmental entity.

     

    c.           The
      authorized capital stock of the Corporation, immediately prior to this offering,
      consists of: (i) common stock, par value $0.001 per share.  Upon
      consummation of the purchase and sale of the Shares contemplated by this
      Subscription Agreement, all issued and outstanding Shares issued pursuant to
      this Subscription Agreement will be: (a) duly authorized, validly issued, fully
      paid and nonassessable, (b) issued in compliance with all applicable state
      and
      federal laws concerning the issuance of securities, and (c) free of any liens
      or
      encumbrances other than liens and encumbrances created by or imposed upon the
      Investor.  The issuance and sale of the Shares will not obligate the
      Corporation to issue shares of Common Shares or other securities to any Person
      (other than the placement agent) and will not result in a right of any holder
      of
      Corporation securities to adjust the exercise, conversion, exchange or reset
      price under such securities.  No further approval or authorization of
      any stockholder, the Board of Directors of the Corporation or others is required
      for the issuance and sale of the Shares.  Except as described in the
      SEC Documents, there are no stockholders agreements, voting agreements or other
      similar agreements with respect to the Corporation’s capital stock to which the
      Corporation is a party or, to the knowledge of the Corporation, between or
      among
      any of the Corporation’s stockholders.  A complete list of
      stockholders of the Corporation that are officers, directors and individuals
      holding more than 5% of the outstanding Common Stock is included in the SEC
      Documents.

     

    d.           All
      corporate actions by or on behalf of the Corporation necessary for the
      authorization of this Subscription Agreement, the performance of all obligations
      of the Corporation hereunder and the authorization, sale, issuance and delivery
      of the Shares pursuant to this Subscription Agreement have been taken or will
      be
      taken prior to issuance of the Shares.  This Subscription Agreement
      (assuming due execution and delivery by the Subscriber), when executed and
      delivered, will be a valid and binding obligation of the Corporation enforceable
      against the Corporation in accordance with its terms, subject to the effects
      of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
      other similar laws related to or affecting creditors rights
      generally.  The execution, delivery and performance of, and the
      consummation of the transactions contemplated by, this Subscription Agreement,
      including without limitation the sale, issuance and delivery of the Shares,
      have
      not resulted and will not result in (a) any violation of, or default under,
      or
      conflict with, or constitute, with or without the passage of time or the giving
      of notice or both, any violation of, or default under or give rise to any right
      of termination, cancellation or acceleration under (i) any term or provision
      of
      (A) the Corporation’s Certificate of Incorporation or Bylaws, (B) any written
      contract, agreement, instrument, arrangement or understanding of the Corporation
      or any oral contract, agreement, instrument, arrangement or understanding that
      is legally binding on the Corporation, or (C) any judgment, order, writ,
      injunction or decree or any court, government agency or instrumentality of
      any
      arbitrator, in each case, to which the Corporation is a party or by which it
      or
      any of its properties or assets are bound or (ii) any statute, rule or
      regulation applicable to the Corporation or any of its properties or assets
      or
      (b) the creation of any mortgage, lien, pledge, encumbrance or charge upon
      any
      of the properties or assets of the Corporation.

     

    e.           The
      Corporation has filed all reports required to be filed by it under the Exchange
      Act, for the two years preceding the date hereof (or
      such shorter period as the Corporation was required by law to file such
      material).  As of their respective dates, the SEC Documents complied
      in all material respects with the requirements of the Securities Act and the
      Exchange Act and the rules and regulations of the Securities and Exchange
      Commission (the “Commission”) promulgated hereunder, and none of the SEC
      Documents, when filed, contained any untrue statement of a material fact or
      omitted 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 Corporation has advised the
      Investor that a correct and complete copy of each of the SEC Documents (together
      with all exhibits and schedules thereto and as amended to date) is available
      at
http://www.sec.gov, a website maintained by the Commission where the
      Investor may view the SEC Documents.  The financial statements of the
      Corporation included in the SEC Documents (the “Financial
      Statements”) comply in all material respects with
      applicable accounting requirements and the rules and regulations of the
      Commission with respect thereto as in effect at the time of
      filing.  Such financial statements have been prepared in all material
      respects in accordance with generally accepted accounting principles applied
      on
      a consistent basis during the periods involved (“GAAP”), except as
      may be otherwise specified in such financial statements or the notes thereto,
      and fairly present in all material respects the financial position of the
      Corporation and its consolidated Subsidiaries as of and for the dates thereof
      and the results of operations and cash flows for the periods then
      ended.

     

    f.           Since
      the March 31, 2007 Balance Sheet Statement date (the “Statement
      Date”), there has not been:

     

    (i)           Any
      change in the assets, liabilities, financial condition, operations or, to the
      Knowledge of the Corporation, any prospects of the Corporation, which
      individually or in the aggregate has had or is reasonably likely to have a
      material adverse effect on the assets, liabilities, financial condition,
      operations or prospects of the Corporation;

     

    (ii)           Any
      material change in the contingent obligations of the Corporation by way of
      guaranty, endorsement, indemnity, warranty or otherwise;

     

    (iii)           Any
      damage, destruction or loss adversely affecting the properties, Business or
      financial condition of the Corporation, or to the Corporation’s Knowledge, its
      prospects, whether or not covered by insurance, with a fair market value of
      at
      least $25,000, in each instance, or more than $50,000 in the
      aggregate;

     

    (iv)           Any
      waiver by the Corporation of a valuable right or of a debt in excess of $50,000
      owed to it;

     

    (v)           To
      the Corporation’s Knowledge, any labor organization activity of the employees of
      the Corporation;

     

    (vi)           Any
      other event or condition of any character that, either individually or
      cumulatively, has materially and adversely affected the business, assets,
      liabilities, financial condition or operations of the Corporation or, to the
      Corporation’s Knowledge, its prospects.

     

    g.           Except
      as disclosed in the SEC Documents, the Corporation has good and marketable
      title
      to its properties and assets, including the properties and assets reflected
      in
      the most recent balance sheet included in the Financial Statements, and good
      title to its leasehold estates, in each case subject to no mortgage, pledge,
      lien, lease, encumbrance or charge, other than (a) those resulting from taxes
      which have not yet become delinquent, (b) minor liens and encumbrances which
      do
      not detract from the value of the property subject thereto or impair the
      operations of the Corporation, (c) liens on equipment which are the result
      of
      such equipment being acquired through capital lease financing arrangements,
      and
      (d) those that have otherwise arisen in the ordinary course of
      business.  All facilities, machinery, equipment, fixtures, vehicles
      and other properties owned, leased or used by the Corporation are in good
      operating condition and repair and are fit and usable for the purposes for
      which
      they are being used.  The Corporation is in material compliance with
      all terms of each lease to which it is a party or is otherwise
      bound.

     

    h.           With
      respect to intellectual property of the Corporation:

     

    (i)           The
      Corporation owns or possesses sufficient legal rights to use all patents,
      applications for patents, trademarks, trademark registrations, applications
      for
      trademark registrations, service marks, trade names, copyrights, trade secrets,
      computer software and applications, product related artwork and know-how
      (including any registrations and applications for registration thereof),
      licenses, information and other proprietary rights and
      processes (collectively, “Intellectual
      Property”), necessary for the business, and
      Corporation’s use of the Corporation Intellectual Property has not and, to the
      Corporation’s Knowledge, will not constitute any infringement of the rights of
      any other person or entity.

     

    (ii)           Since
      the Statement Date, there has not been any sale, assignment or transfer of
      any
      patents, trademarks, copyrights, trade secrets or other intangible assets of
      the
      Corporation.

     

    i.           The
      Corporation is not in violation or default of any term of its Certificate of
      Incorporation or its Bylaws (in each case, as amended to date), or of any
      provision of any mortgage, indenture, contract, agreement, instrument or
      contract to which it is party or by which it is bound or of any judgment,
      decree, order, writ or any statute, rule, regulation, order or restriction
      of
      any domestic or foreign government or any instrumentality or agency thereof
      applicable to the Corporation which individually or in the aggregate is
      reasonably likely to materially and adversely affect the business, assets,
      liabilities, financial condition, operations or prospects of the
      Corporation.

     

    j.           With
      respect to tax returns of the Corporation:

     

    (i)           the
      Corporation has filed or caused to be filed all tax returns (federal, state
      and
      local) required to be filed by it (“Tax Returns”); and

     

    (ii)
      all
      taxes shown to be due and payable on such Tax Returns, and any written
      assessments imposed on the Corporation in respect of any taxable period ending
      on or before the Closing have been paid or will be paid prior to the time they
      become delinquent or are being contested in good faith.  The
      Corporation has not been advised in writing and has no Knowledge of any
      deficiency, assessment or proposed adjustment to its federal, state or local
      taxes.

     

    k.           With
      respect to Corporation employees:

     

    (i)           (a)  the
      Corporation has no, and never has had any, collective bargaining agreements
      with
      any of its employees; (b) there is no labor union organizing activity pending
      or, to the Corporation’s Knowledge, threatened with respect to the Corporation;
      (c) except as disclosed in the SEC Documents, no employee has or is subject
      to
      any agreement or contract (including, without limitation, licenses, covenants
      or
      commitments of any nature) regarding his employment; (d) except as disclosed
      in
      the SEC Documents, none of its Employees is subject to any judgment, decree
      or
      order of any court or governmental agency, that would interfere with his or
      her
      duties to the Corporation or that would conflict with the Business as currently
      conducted; (e) to the Corporation’s Knowledge, no employee, nor any consultant
      with whom the Corporation has contracted, is in violation of any term of any
      employment contract, proprietary information agreement or any other agreement
      relating to the right of any such individual to be employed by, or to contract
      with, the Corporation; and (f) the Corporation does not have any present
      intention to terminate the employment of any officer or key
      employee.

     

    (ii)           The
      Corporation has not received written notice and has no Knowledge of any
      outstanding or threatened claims against the Corporation or any affiliate
      (whether under federal or state law, under any employment agreement, or
      otherwise) asserted by any present or former Employee of the Corporation that,
      individually or in the aggregate, if determined adversely to the Corporation,
      would reasonably be expected to have a material adverse effect or materially
      and
      adversely affect the ability of the Corporation to perform its
      obligations.  To the Corporation’s Knowledge it is not in material
      violation of any law, ordinance or governmental rule or regulation concerning
      immigration or the employment of persons other than U.S. citizens.

     

    l.           The
      Corporation has no interest in any real estate, except that the Corporation
      leases the property at its offices in various locations (the “Leased Real
      Property”).  The Leased Real Property is adequate for the
      operations of the business of the Corporation as currently conducted and as
      contemplated to be conducted as of the date hereof.  The Corporation
      has paid all amounts due and has not received written notice and has no
      Knowledge that it is in default under any real property lease and there exists
      no condition or event, which, with the passage of time, giving of notice or
      both, could reasonably be expected to give rise to a default under or breach
      of
      any real property lease.

     

    m.           The
      representations, warranties and other statements contained in this Subscription
      Agreement do not contain any untrue statement of a material fact or omit to
      state a material fact necessary in order to make the statements contained herein
      or therein not misleading.

     

    n.           The
      Corporation is not an “investment Corporation”, or a Corporation “controlled” by
      an “investment Corporation”, within the meaning of the Investment Company Act of
      1940, as amended.

     

    o.           Noble
      International Investments, Inc. (“Noble”) has been retained as a
      placement agent for the Corporation.  Under the terms of its
      engagement with the Corporation, Noble shall receive a 5% cash fee of the gross
      proceeds from investors it identifies to the Corporation, plus warrants to
      purchase 5% of the number of shares so issued by the Corporation to such
      investors.  Such warrants will be exercisable for five years and will
      have a strike price of $1.50/share.  Noble is also entitled to be
      reimbursed for its out of pocket expenses.   Except for Noble,
      the Corporation has not employed any unaffiliated broker or finder, or incurred
      any liability for any brokerage or finders fees or any similar fees or
      commissions in connection with the transactions contemplated by this
      Agreement.

     

    p.           Except
      as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry
      or investigation before or by any court, public board, government agency,
      self-regulatory organization or body pending against or affecting the
      Corporation, the Common Stock or any of the Corporation’s subsidiaries, wherein
      to the Corporation’s Knowledge, an unfavorable decision, ruling or finding would
      have a material adverse effect on the Corporation.

     

    q.           The
      Corporation has agreed to file a Form D with respect to the sale of the Shares
      as required under Regulation D.  The Corporation shall, on or before
      the closing date of the sale of the Shares to the Subscriber, take such action
      as the Corporation shall reasonably determine is necessary to qualify the
      Shares, or obtain an exemption for the Shares for sale to the Investor pursuant
      to this Subscription Agreement under applicable securities or “Blue Sky” laws of
      the states of the United States.

     

    r.           As
      of the date of this Agreement, Aspen Select Healthcare, LP (“Aspen”), our
      largest shareholder and an investment partnership controlled by one of the
      members of our Board of Directors, is contemplating selling as many as 2.0
      million shares of the Corporation’s Common Stock alongside of the Company in
      this offering.  Such sale of shares, if consummated by Aspen, will be
      on terms identical to the terms offered by the Company pursuant to this
      Subscription Agreement.

     

     

    6.  The
      Subscriber understands and agrees that this subscription is subject to the
      following terms and conditions:

     

    a.           This
      subscription is irrevocable and the execution and delivery of this Agreement
      will not constitute an agreement between the Subscriber and the Corporation
      until this Agreement has been accepted by the Corporation;

     

    b.           The
      Corporation can, in it sole discretion, reject a subscription as soon as
      practicable after receipt of the Subscriber’s subscription.  The
      Subscriber will be promptly notified by the Corporation as to whether his
      subscription has been accepted.  If the Subscriber’s subscription is
      not accepted, his check or wire transfer amount (less any applicable bank
      charges) will be returned promptly and all of his obligations hereunder shall
      terminate; and

     

    c.           This
      subscription is not transferable or assignable, either before or after
      acceptance hereof by the Corporation, and the Shares issuable on account of
      this
      subscription will only be issued in the name of, and delivered to, the
      Subscriber.

     

    7.           Registration.   In
      accordance with that certain Registration Rights Agreement of even date
      herewith, the Corporation shall prepare and file, no later than thirty (30)
      days
      from May 31, 2007 (the “Scheduled Filing Deadline”), with the United
      States Securities and Exchange Commission (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 (the “Initial Registration Statement”) for the resale by
      the Subscriber of the Shares.  Further, the Company shall use its best
      efforts to have the Initial Registration Statement declared effective by the
      SEC
      no later than ninety (90) days after the Scheduled Filing Deadline.

     

    
      	
              8.  

            	
              Miscellaneous.

            


    

     

    a.  The
      representations, warranties and agreements made by the Subscriber herein have
      been made with the intent that they be relied upon by the Corporation for
      purposes of the offering.  The Subscriber further undertakes to notify
      the Corporation immediately of any change in any information supplied by the
      Subscriber.  If more than one person is signing this Agreement, each
      representation, warranty and agreement shall be a joint and several
      representation, warranty and agreement of each such Subscriber.

     

    b.  The
      Subscriber unconditionally agrees to indemnify and hold the Corporation, its
      officers, directors and shareholders or any other person who may be deemed
      to
      control the Corporation, and any of their counsel and accountants, harmless
      from
      any loss, liability, claim, damage or expense, arising out of the inaccuracy
      of
      any of the Subscriber’s, or his attorney’s or agent’s representations,
      warranties or statements or the breach of any of the agreements contained
      herein.

     

    c.  This
      Agreement and the rights of the parties hereunder shall be governed by and
      construed in accordance with the laws of the State of Florida, without regard
      to
      its conflicts of law principles.  All parties hereto (i) agree
      that any legal suit, action or proceeding arising out of or relating to this
      Agreement shall be instituted only in a federal or state court in Miami-Dade
      County, Florida, (ii) waive any objection which they may now or hereafter
      have to the laying of the venue of any such suit, action or proceeding as
      described in this Section 8, and (iii) irrevocably submit to the
      jurisdiction of any federal or state court in Miami-Dade County, Florida in
      any
      suit, action or proceeding, but such consent shall not constitute a general
      appearance or be available to any other person who is not a party to this
      Agreement.

     

    d.  This
      Agreement may be executed in counterparts and by facsimile, or by Adobe Acrobat
      PDF file, each of which shall be deemed an original for all intents and
      purposes.

    


    


    [Signatures
      Appear on the Following Pages]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    TYPE
      OF OWNERSHIP:

     

    


    
      	
              Please
                check one:

            	 
	 	 
	 	 
	
              _______________

            	
              Individual  (One
                signature required)

            
	 	 
	
              _______________

            	
              Joint
                tenants with rights of survivorship  (All parties must
                sign)

            
	 	 
	
              _______________

            	
              Tenants
                by the Entirety  (Both parties must sign)

            
	 	 
	
              _______________

            	
              Tenants
                in common  (All parties must sign)

            
	 	 
	
              _______________

            	
              Corporation  (Authorized
                officer must sign)

            
	 	 
	
              _______________

            	
              Other
                Entity (Specify type) (Authorized party must sign)

            
	 	
              Type:  _________________________

            
	 	 
	 
	
              EXACT
                REGISTRATION NAME(S) AND ADDRESS FOR
                SHARE(S)

            
	 
	
              Exact
                Subscriber Name for Certificate:
                __________________________________________

            
	 
	
              Address:                                                      __________________________________________

            
	
              __________________________________________

            
	
              __________________________________________

            
	 
	
              Point
                of
                Contact:                                                                __________________________________________

            
	
              Telephone
                Number:                                                                __________________________________________

            
	
              Facsimile
                Number:                                                                __________________________________________

            
	 
	
              Tax
                Payer ID #/
                FEIN#:                                                                __________________________________________

            
	 
	
              Special
                Instructions:                                                                __________________________________________

            
	
              __________________________________________

            


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    SIGNATURE
      PAGE FOR INDIVIDUAL INVESTORS

     

    IN
      WITNESS WHEREOF, the Subscriber has executed this Subscription
      Agreement this _____ day of ____________, 2007.

     

    
      	
              Investor

            	 
	 	 
	 	
              Signature:

            
	 	
              Print
                Name:

            
	 	 
	 	 
	
              Investor

            	 
	 	 
	 	
              Signature:

            
	 	
              Print
                Name:

            
	 	 


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


     

     

    SIGNATURE
      PAGE FOR CORPORATE INVESTORS

     

    IN
      WITNESS WHEREOF, the Subscriber, intending to be legally bound, has
      executed this Subscription Agreement this _____ day of _____________________,
      2007.

     

    
      	 	 
	 	 
	 	
              Name
                of Corporation

            
	 	 
	 	
              By:                                                                

            
	 	
              Signature
                of authorized representative

            
	 	 
	 	
              Title:

            
	 	
              Title
                of authorized representative

            


    

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


     

     

    SIGNATURE
      PAGE FOR PARTNERSHIP INVESTORS

     

    IN
      WITNESS WHEREOF, the Subscriber, intending to be legally bound, has
      executed this Subscription Agreement this _____ day of _________________,
      2007.

     

    
      	 	 
	 	 
	 	
              Name
                of Partnership

            
	 	 
	 	
              By:                                                                

            
	 	
              Signature
                of general partner

            
	 	 
	 	
              Title:

            
	 	
              Title
                of additional general partner if
                required

            


    

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


     

     

    SIGNATURE
      PAGE FOR TRUST INVESTORS

     

    IN
      WITNESS WHEREOF, the Subscriber, intending to be legally bound, has
      executed this Subscription Agreement this _____ day of __________________,
      2007.

     

    
      	 	 
	 	 
	 	
              Name
                of Trust

            
	 	 
	 	
              By:                                                                

            
	 	
              Signature
                of Trustee

            
	 	 
	 	
              Title:

            
	 	
              Title
                of additional Trustee if required

            


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    CERTIFICATE
      FOR CORPORATE, PARTNERSHIP OR TRUST SUBSCRIBER

     

    The
      Subscriber, an authorized officer, trustee or general partner of
      _____________________________________________, hereby certifies
      that:

     

    (a)           The
      Subscriber has been duly formed and is validly existing under the laws of the
      State of ____________, with full power and authority to invest in NeoGenomics,
      Inc., a Nevada corporation; and

     

    (b)           The
      Subscriber’s Subscription Agreement has been duly and validly authorized,
      executed and delivered on behalf of the Subscriber and, upon the Corporation’s
      acceptance of the Subscriber’s subscription, the Subscription Agreement will
      constitute the valid, binding and enforceable agreement of the
      Subscriber.

     

    
      	 	 
	 	 
	 	
              Name
                of Subscriber

            
	 	 
	 	 
	 	 
	 	
              Signature
                of an authorized corporate officer,

            
	 	
              general
                partner or trustee

            
	 	 
	 	 
	 	 
	
              Date

            	
              Title