Exhibit
10.1

     

    Execution
Copy

     

    COMMON
STOCK PURCHASE AGREEMENT

     

    This
Common Stock Purchase Agreement (this “Agreement”) is made
as of July 24, 2009, by and between NeoGenomics, Inc., a Nevada corporation (the
“Company”), and
Abbott Laboratories, an Illinois corporation (“Abbott”).

     

    WITNESSETH

     

    WHEREAS, subject to the terms
and conditions set forth in this Agreement, the Company desires to issue and
sell to Abbott, and Abbott desires to purchase from the Company, 3,500,000
shares (the “Shares”) of common
stock of the Company, $0.001 par value per share (the “Common
Stock”).

     

    NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and for other
good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and Abbott agree as follows:

     

    Section
1.               Definitions

     

    In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms have the meanings indicated in this Section
1:

     

     “Commission” means the
Securities and Exchange Commission.

     

    “Common Stock” shall
have the meaning set forth in the Recital hereto.

     

     “Disclosure Schedules”
means the disclosure schedules of the Company delivered concurrently
herewith.

     

    “Environmental Laws”
shall have the meaning set forth in Section 4.11 of this
Agreement.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Indemnified
Liabilities” shall have the meaning set forth in Section 7 of this
Agreement.

     

    “Indemnitees” shall
have the meaning set forth in Section 7 of this
Agreement.

     

    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    “Registration Rights
Agreement” means the Registration Rights Agreement of even date herewith
between the Company and Abbott.


    
      
         


      

      
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    “SEC” means the United
States Securities and Exchange Commission.

     

    “SEC Reports” shall
have the meaning set forth in Section 4.6
hereto.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

     “Subsidiary” means any
corporation, partnership, limited liability company, joint venture or other
legal entity of which the Company owns, directly or indirectly, 50% or more of
the stock or other equity interests.

     

    “Transaction
Documents” means this Agreement and the Registration Rights
Agreement.

     

    Section
2.          
     Sale and Purchase of
Stock

     

    Subject
to the terms and conditions of this Agreement, Abbott agrees to purchase and the
Company agrees to sell and issue to Abbott the Shares for an aggregate purchase
price of $4,767,000 (the “Purchase
Price”).

     

    Section
3.            
   Closing

     

    3.1.           Closing.  The
purchase, sale and issuance of the Shares shall take place at a closing (the
“Closing”) to
be held at the offices of K&L Gates, LLP, 200 S. Biscayne Blvd., Suite 3900,
Miami, Florida, 33131 at 10:00 a.m., Eastern time, on the date hereof, or at
such other place, time and/or date as may be jointly designated by the Company
and Abbott (the “Closing
Date”).

     

    3.2.           Deliveries.

     

    The
Purchase Price for the Shares shall be paid by Abbott to the Company at the
Closing by wire transfer of immediately available funds to an account or
accounts to be designated by the Company.  Within three (3) business
days following the Closing, the Company will deliver to Abbott a certificate
registered in Abbott’s name representing the Shares.

     

    Section
4.               Representations and
Warranties of the Company

     

    Except as
set forth under the corresponding section of the Disclosure Schedules, which
Disclosure Schedules shall be deemed a part hereof, the Company hereby makes the
representations and warranties set forth below to Abbott:

     

    4.1.           Organization and
Qualification.  The
Company and each of its Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization (as applicable), with the requisite power and authority to own and
use its properties and assets and to carry on its business as currently
conducted.   Each of the Company and its Subsidiaries is duly
qualified to conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be,
could not reasonably be expected to result in (i) a material adverse effect on
the legality, validity or enforceability of any Transaction Document or the
authority or ability of the Company to perform its obligations under any
Transaction Document, or (ii) a material adverse effect on the operations,
results of operations, assets, business, properties or financial condition of
the Company and its Subsidiaries, taken as a whole (any of (i) or (ii), a “Material Adverse
Effect”).  The Company has no Subsidiaries other than as set
forth on Schedule
4.1 of the Disclosure Schedule.

     

    
      
        
        

      

      
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    4.2.           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
thereunder.  The execution and delivery of each of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary action on the
part of the Company.  Each Transaction Document has been (or upon
delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms except (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.

     

    4.3.           Capitalization.  As
of July 16, 2009, the authorized capital stock of the Company
consists of (i) 100,000,000 shares of Common Stock, of which 33,077,424 shares
were issued and outstanding and (ii) 10,000,000 shares of Preferred Stock,
$0.001 par value, of which no shares were issued and outstanding.  All
such outstanding shares have been, or upon issuance will be, validly issued and
are fully paid and nonassessable.  Except as disclosed on Schedule 4.3 of the
Disclosure Schedule, (i) no shares of the Company’s capital stock are subject to
preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company, (ii) there are no outstanding debt
securities, (iii) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or may become
bound to issue additional shares of capital stock of the Company or any of its
Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its
Subsidiaries, (iv) there are no agreements or arrangements under which the
Company or any of its Subsidiaries is obligated to register the sale of any of
their securities under the Securities Act (except the Registration Rights
Agreement, the Registration Rights Agreement dated November 5, 2008 between the
Company and Fusion Capital Fund II, LLC, the Amended and Restated Registration
Rights Agreement dated March 23, 2005 among the Company, Aspen Select
Healthcare, LP, John Elliot, Steven Jones, Larry Kunert and Michael T. Dent,
M.D., and the Registration Rights Agreement dated March 30, 2006 among the
Company, Aspen Select Healthcare, LP and Steven C. Jones), (v) there are no
outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries, (vi) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
the Securities as described in this Agreement and (vii) the Company does not
have any stock appreciation rights or "phantom stock" plans or agreements or any
similar plan or agreement.  The Company has furnished or otherwise
made available to Abbott true and correct copies of the Company's articles of
incorporation, as amended and as in effect on the date hereof, and the Company's
by-laws, as amended and as in effect on the date hereof, and copies of any
documents containing the material rights of the holders of securities
convertible into or exercisable for Common Stock (or forms of such
documents).  Upon issuance and payment therefor in accordance with the
terms and conditions of this Agreement, the Shares shall be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof.

     

    
      
        
        

      

      
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    4.4.           No
Conflicts.  The
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated thereby do
not and will not (i) conflict with or violate any material provision of the
Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party, or (iii) conflict with or
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject, or by which any property or asset of the
Company or a Subsidiary is bound or affected, except in the case of clause (ii)
or (iii), such as could not reasonably be expected to result in a Material
Adverse Effect.

     

    4.5.           Brokers’
Fees.  The
Company has no liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this
Agreement.

     

    4.6.           SEC
Reports.  The
Company has made available to Abbott, including through the SEC EDGAR system,
complete and accurate copies of each report and registration statement filed by
the Company with the SEC between January 1, 2007 and the date of this Agreement
(the “SEC
Reports”).  At the time it was filed with the SEC (or, if
amended or superseded by a filing prior to the date of this Agreement, then on
the date of such filing) each of the SEC Reports complied in all material
respects with the applicable requirements of the Exchange Act or the Securities
Act, as applicable.

     

    4.7.           No Material
Changes.  Since
June 30, 2009, except as specifically disclosed in the SEC Reports, there has
been no event, occurrence or development that has had or that would reasonably
be expected to result in a Material Adverse Effect, except as has been
reasonably cured by the Company.

     

    4.8.           Litigation.  Except
as disclosed on Schedule 4.8 of the
Disclosure Schedule,
there is no action, suit or proceeding pending or, to the knowledge of the
Company, threatened against or affecting the Company, any Subsidiary or any of
their respective properties before or by any court, arbitrator, governmental or
administrative agency or regulatory authority which (i) adversely affects or
challenges the legality, validity or enforceability of any of the Transaction
Documents or the Shares or (ii) could reasonably be expected to result in a
Material Adverse Effect.  

     

    
      
        
        

      

      
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    4.9           Tax
Status.  The Company and each of its Subsidiaries has made or
filed all federal and state income and all other material tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and has set aside on its books provision reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply.  There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company know of no basis for any such claim.

     

    4.10.         Intellectual Property
Rights. The Company and its Subsidiaries own or possess adequate rights
or licenses to use all material trademarks, trade names, service marks, service
mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and
other similar rights necessary to conduct their respective businesses as now
conducted.  None of the Company's material trademarks, trade names,
service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, government authorizations,
trade secrets or other intellectual property rights have expired or terminated,
or, by the terms and conditions thereof, will expire or terminate within two (2)
years from the date of this Agreement. The Company and its Subsidiaries do not
have any knowledge of any infringement by the Company or its Subsidiaries of any
material trademark, trade name rights, patents, patent rights, copyrights,
inventions, licenses, service names, service marks, service mark registrations,
trade secret or other similar rights of others, or of any such development of
similar or identical trade secrets or technical information by others and,
except as set forth on Schedule 4.10 of the
Disclosure Schedule or in the SEC Reports, there is no claim, action or
proceeding being made or brought against, or to the Company's knowledge, being
threatened against, the Company or its Subsidiaries regarding trademark, trade
name, patents, patent rights, invention, copyright, license, service names,
service marks, service mark registrations, trade secret or other similar rights,
which could reasonably be expected to have a Material Adverse
Effect.

    


    4.11.         Environmental Laws.
The Company and its Subsidiaries (i) are in compliance with any and all
applicable foreign, federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“Environmental Laws”),
(ii) have received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective businesses and
(iii) are in compliance with all terms and conditions of any such permit,
license or approval, except where, in each of the three foregoing clauses, the
failure to so comply could not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.


    
      
         


      

      
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    4.12.         Title. The Company
and its Subsidiaries have good and marketable title in fee simple to all real
property and good and marketable title to all personal property owned by them
which is material to the business of the Company and its Subsidiaries, in each
case free and clear of all liens, encumbrances and defects except such as are
described in Schedule
4.12 of the Disclosure Schedule or liens on equipment securing purchase
money-indebtedness of the Company or such as do not materially affect the value
of such property and do not interfere with the use made and proposed to be made
of such property by the Company and any of its Subsidiaries. Any real property
and facilities held under lease by the Company and any of its Subsidiaries are
held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company and its
Subsidiaries.

    


    4.13.         Insurance. The
Company and each of its Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor
any such Subsidiary has been refused any insurance coverage sought or applied
for and neither the Company nor any such Subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business at a cost that would not materially and
adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company and its Subsidiaries, taken as a
whole.

    


    4.14.         Regulatory Permits.
The Company and its Subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, and
neither the Company nor any such Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit.

    


    4.15          Foreign Corrupt
Practices. Neither the Company, nor any of its Subsidiaries, nor any
director, officer, agent, employee or other person acting on behalf of the
Company or any of its Subsidiaries has, in the course of its actions for, or on
behalf of, the Company, used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity;
made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended; or made any unlawful bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or
employee.

    


    4.16.         Transactions With
Affiliates. Except as set forth on Schedule 4.16 of the
Disclosure Schedule and other than the grant or exercise of stock options
disclosed on Schedule
4.3 of the Disclosure Schedule, none of the officers, directors, or
employees of the Company is presently a party to any transaction with the
Company or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has an interest or is an officer, director, trustee or
partner.


    
      
         


      

      
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    4.17.         Compliance with Laws.
The Company and each Subsidiary are in compliance with all laws applicable to
their respective businesses, operations or assets except where the failure to be
in compliance could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.  Neither the Company
nor any Subsidiary is in default under or violation of any applicable law, and
neither has received any notice of or been charged with the violation of any
laws, which default or violation could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.  To the
knowledge of the Company, neither the Company nor any Subsidiary is under
investigation with respect to the violation of any laws, other than those the
outcome of which, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.

    


    Section
5.               
Representations and
Warranties of Abbott

     

    Abbott
hereby represents and warrants to the Company as follows:

     

    5.1.           Authorization;
Enforcement.  Abbott
has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by each of the Transaction Documents and otherwise
to carry out its obligations thereunder.  The execution and delivery
of each of the Transaction Documents by Abbott and the consummation by it of the
transactions contemplated thereby have been duly authorized by all necessary
action on the part of Abbott.  Each Transaction Document has been (or
upon delivery will have been) duly executed by Abbott and, when delivered in
accordance with the terms hereof, will constitute the valid and binding
obligation of Abbott enforceable against Abbott in accordance with its terms
except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.

     

    5.2.           No
Registration.  Abbott
understands that the Shares are being offered and sold to it in reliance on
specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying in part upon the truth
and accuracy of, and Abbott's compliance with, the representations, warranties,
agreements, acknowledgments and understandings of Abbott set forth herein in
order to determine the availability of such exemptions and the eligibility of
Abbott to acquire the Shares.

     

    5.3.           Investment
Intent.  Abbott
is acquiring the Shares for investment for its own account, not as a nominee or
agent, and not with the view to, or for resale in connection with, any
distribution thereof, and Abbott has no present intention of selling, granting
any participation in, or otherwise distributing the same.  Abbott
further represents that it does not have any contract, undertaking, agreement or
arrangement with any person or entity to sell, transfer or grant participation
to such person or entity or to any third person or entity with respect to any of
the Shares.


    
      
         


      

      
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    5.4.           Investment
Experience.  Abbott
has sufficient experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company and acknowledges
that Abbott can protect its own interests.  Abbott has such knowledge
and experience in financial and business matters so that Abbott is capable of
evaluating the merits and risks of its investment in the Company.

     

    5.5.           Speculative Nature of
Investment.  Abbott
can bear the economic risk of its investment and is able, without impairing its
financial condition, to hold the Shares for an indefinite period of time and to
suffer a complete loss of its investment.  Abbott acknowledges that
the Shares must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available.

     

    5.6.           Access to
Data.  Abbott has had an opportunity to review the SEC Reports
and to ask questions of, and receive answers from, the officers of the Company
concerning the Company’s business, management and financial affairs, which
questions were answered to its satisfaction.  Abbott believes that it
has received all the information it considers necessary or appropriate for
deciding whether to purchase the Shares.  Abbott acknowledges that it
is relying solely on its own counsel and not on any statements or
representations of the Company or its agents for legal advice with respect to
this investment or the transactions contemplated by the Transaction
Documents.

     

    5.7.           Accredited
Investor.  Abbott is an “accredited investor” within the
meaning of Regulation D, Rule 501(a), promulgated by the SEC under the
Securities Act.

     

    5.8.           No Governmental
Review.  Abbott understands that no United States federal or
state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Shares or the fairness or
suitability of the investment in the Shares nor have such authorities passed
upon or endorsed the merits of the offering of the Shares.

     

    5.9.           Brokers’
Fees.  Abbott has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement.

     

    5.10.         Tax
Advisors.  Abbott has reviewed with its own tax advisors the
U.S. federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by the Transaction Documents.  With
respect to such matters, Abbott relies solely on such advisors and not on any
statements or representations of the Company or any of its agents, written or
oral.  Abbott understands that it (and not the Company) shall be
responsible for its own tax liability that may arise as a result of this
investment or the transactions contemplated by the Transaction
Documents.

     

    5.11.         No Prior Short
Selling.  At no time prior to the date of this Agreement has
any of Abbott, its agents, representatives or affiliates engaged in or effected,
in any manner whatsoever, directly or indirectly, any (i) "short sale" (as such
term is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the
Common Stock or (ii) hedging transaction, which establishes a net short position
with respect to the Common Stock.


    
      
         


      

      
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    5.12.         Legend.  Abbott
understands and agrees that the certificates evidencing the Shares or any other
securities issued in respect of the Shares upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall bear the
following legends (in addition to any legend required under applicable state
securities laws):

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE DUE TO A LOCK-UP PERIOD UNTIL JANUARY 20,
2010.

     

    Section
6.               
Lock-Up

     

    Abbott
hereby agrees that Abbott shall not sell or otherwise transfer, make any short
sale of, grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale, of any of the
Shares on the Closing Date or during the one hundred eighty (180) day period
following the Closing Date.  The Company may impose stop-transfer
instructions and may stamp each certificate evidencing any of the Shares with
the second legend set forth in Section 5.12
hereof until the end of such one hundred eighty (180) day period.

     

    Section
7.                Indemnification

     

    In
consideration of Abbott’s execution and delivery of the Transaction Documents
and acquiring the Shares hereunder and in addition to all of the Company's other
obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless Abbott and all of its affiliates, shareholders,
officers, directors, employees and direct or indirect investors and any of the
foregoing person's agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (collectively, the "Indemnitees") from
and against any and all actions, causes of action, suits, claims, losses, costs,
penalties, fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys' fees
and disbursements (the "Indemnified
Liabilities"), incurred by any Indemnitee as a result of, or arising out
of, or relating to (a) any misrepresentation or breach of any representation or
warranty made by the Company in the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, (b) any
breach of any covenant, agreement or obligation of the Company contained in the
Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim
brought or made against such Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
other than with respect to Indemnified Liabilities which directly and primarily
result from the gross negligence or willful misconduct of the Indemnitee. To the
extent that the foregoing undertaking by the Company may be unenforceable for
any reason, the Company shall make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.


    
      
         


      

      
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    Section
8.               Miscellaneous.

     

    8.1.           Assignment.  This
Agreement shall inure to the benefit of and be binding upon and enforceable by
the parties and their successors and permitted assigns. However, neither party
may assign or delegate any of its rights or obligations under this Agreement
without the prior written consent of the other party.

     

    8.2.           Severability.  If
any part of this Agreement is declared invalid or unenforceable by any court of
competent jurisdiction, such declaration shall not affect the remainder of the
Agreement and the invalidated provision shall be revised in a manner that will
render such provision valid while preserving the parties’ original intent to the
maximum extent possible.

     

    8.3.           Entire
Agreement.  This
Agreement and the Registration Rights Agreement constitute the entire agreement
between the parties relating to the subject matter hereof and all previous
agreements or arrangements between the parties, written or oral, relating to the
subject matter hereof are superseded.

     

    8.4.           No
Amendment.  No
amendment, alteration or modification of any of the provisions of this Agreement
will be binding unless made in writing and signed by each of the parties
hereto.

     

    8.5.           Compliance with
Laws.  In
performing this Agreement, each party shall comply with all applicable laws,
rules and regulations and shall not be required to perform or omit to perform
any act required or permitted under this Agreement if such performance or
omission would violate the provisions of any such law, rule or
regulation.

     

    8.6.           Counterparts.  This
Agreement may be executed in two counterparts, each of which shall be deemed an
original but both of which together shall constitute one and the same
instrument.

     

    8.7.           Governing
Law.  This
Agreement shall be governed by and construed in accordance with the laws of
the State of
Nevada, without regard to its conflicts of laws principles.

     

    8.8.           Notices.  All
notices required or permitted under this Agreement must be in writing and sent
to the address or facsimile number identified below. Notices must be given: (a)
by personal delivery, with receipt acknowledged; (b) by facsimile followed by
hard copy delivered by the methods under (c) or (d); (c) by prepaid certified or
registered mail, return receipt requested; or (d) by prepaid reputable overnight
delivery service. Notices will be effective upon receipt. Either party may
change its notice address by providing the other party written notice of such
change. Notices shall be delivered as follows:


    
      
         


      

      
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    If to
Abbott:                   
    Abbott Molecular Inc.

    Attention: Senior Director, Business
Development & Licensing

    1300 East Touhy Avenue

    Des Plaines, Illinois
60018-3315

    Fax: (224) 361-7054

    


    with a copy
to:           
        Abbott Laboratories

    Attention: VP, Associate Gen. Counsel,
Corporate Transactions 

    100 Abbott Park Road

    Dept. 322, Bldg. AP6A-2

    Abbott Park, Illinois
60064-6049

    Fax: (847) 938-1206

    


    If to the
Company:             NeoGenomics,
Inc.

    Attention: Robert Gasparini, President

    12707 Commonwealth Drive, Suite
9

    Fort Myers, Florida 33913

    Fax: (239) 768-0711

    


    copy
to:                               K&L
Gates LLP

    Attention: Clayton E. Parker,
Esq.

    200 South Biscayne Boulevard, Suite
3900

    Miami, Florida 33131-2399

    Fax: (305) 358-7095

    


    8.9.           Expenses.  All
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party which shall have
incurred the same, and the other party shall have no liability
thereto.

     

    8.10.      
  Headings.  The
titles of the Articles and Sections contained in this Agreement are for
convenience only and shall not be considered in construing this
Agreement.

     

    8.11.         Parties in
Interest.  Nothing
in this Agreement is intended to provide any rights or remedies to any Person
other than the parties hereto.

     

    8.12.         Waiver.  No
failure on the part of either party hereto to exercise any power, right,
privilege or remedy under this Agreement, and no delay on the part of either
party hereto in exercising any power, right, privilege or remedy under this
Agreement, shall operate as a waiver thereof; and no single or partial exercise
of any such power, right, privilege or remedy shall preclude any other or
further exercise thereof or of any other power, right, privilege or
remedy.

     

    8.13.         Survival.  The
representations, warranties, covenants and agreements made in this Agreement
shall survive any investigation made by any party hereto and the closing of the
transactions contemplated hereby for one (1) year from the Closing
Date.


    
      
         


      

      
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    8.14.         Interpretation of
Agreement.

     

    (a)           Each
party hereto acknowledges that it has participated in the drafting of this
Agreement, and any applicable rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be applied
in connection with the construction or interpretation of this
Agreement.

     

    (b)           Whenever
required by the context hereof, the singular number shall include the plural,
and vice versa; the masculine gender shall include the feminine and neuter
genders; and the neuter gender shall include the masculine and feminine
genders.

     

    (c)           As
used in this Agreement, the words “include” and “including,” and variations
thereof, shall not be deemed to be terms of limitation, and shall be deemed to
be followed by the words “without limitation.”

     

    (d)           References
herein to “Sections” are intended to refer to Sections of this
Agreement.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Common Stock Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

     

    
      
        
          
            	
                    Abbott
      Laboratories

                  	 	
                    NeoGenomics,
      Inc.

                  
	 
      	 	 
      
	
                    By:

                  	
                    /s/Thomas C. Freyman

                  	 	
                    By:

                  	
                    /s/Douglas VanOort

                  
	
                    Name:
      Thomas C. Freyman

                  	 	
                    Name: Douglas
      VanOort

                  
	
                    Title:
      Executive Vice President, Finance

                  	 	
                    Title:
      Chairman and Chief Executive Officer

                  
	
                    and
      Chief Financial Officer

                  	 	 
      


          

        

      

    


    
      
         


      

      
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