Exhibit
10.2

     

    Execution
Copy

     

    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights 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”).  Unless
otherwise defined herein, capitalized terms used in this Agreement have the
meanings ascribed to them in Section
1.

     

    RECITALS

     

    WHEREAS, the Company and
Abbott are parties to that certain Common Stock Purchase Agreement of even date
herewith (the “Purchase Agreement”),
and it is a condition to the purchase of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), by
Abbott pursuant to the Purchase Agreement that Abbott and the Company execute
and deliver this Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, and other
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:

     

    Section 1

    Definitions

     

    1.1           Certain
Definitions.  As
used in this Agreement, the following terms shall have the meanings set forth
below:

     

    (a)           “Commission” shall
mean the Securities and Exchange Commission or any other federal agency at the
time administering the Securities Act.

     

    (b)           “Common Stock” shall
have the meaning set forth in the Recitals hereto.

     

    (c)           “Company” shall have
the meaning set forth in the Recitals hereto.

     

    (d)           “Demand Notice” means
a written request from Abbott to the Company to file a registration statement
and stating the number of Registrable Securities to be included on such
registration statement.

     

    (e)           “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, or any similar successor
federal statute and the rules and regulations thereunder, all as the same shall
be in effect from time to time.

     

    (f)           “Indemnified Party”
shall have the meaning set forth in Section 2.5(c)
hereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (g)           “Indemnifying Party”
shall have the meaning set forth in Section 2.5(c)
hereto.

     

    (h)           “Other Selling
Stockholders” shall mean persons other than Abbott who, by virtue of
agreements with the Company, are entitled to include their Other Shares in
certain registrations hereunder.

     

    (i)           “Other Shares” shall
mean shares of Common Stock, other than Registrable Securities (as defined
below), with respect to which registration rights have been
granted.

     

    (j)           “Purchase Agreement”
shall have the meaning set forth in the Recitals hereto.

     

    (k)           “Registrable
Securities” shall mean the shares of Common Stock issued and sold by the
Company to Abbott pursuant to the Purchase Agreement.

     

    (l)           The
terms “register,” “registered” and
“registration”
shall refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.

     

    (m)           “Registration
Expenses” shall mean all expenses incurred in effecting any registration
pursuant to this Agreement, including, without limitation, all registration,
qualification, and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, blue sky fees and expenses, and
expenses of any regular or special audits incident to or required by any such
registration, but shall not include Selling Expenses.

     

    (n)           “Rule 144” shall
mean Rule 144 as promulgated by the Commission under the Securities Act, as
such rule may be amended from time to time, or any similar successor rule that
may be promulgated by the Commission.

     

    (o)           “Rule 145” shall mean
Rule 145 as promulgated by the Commission under the Securities Act, as such
rule may be amended from time to time, or any similar successor rule that may be
promulgated by the Commission.

     

    (p)           “Securities Act” shall
mean the Securities Act of 1933, as amended, or any similar successor federal
statute and the rules and regulations thereunder, all as the same shall be in
effect from time to time.

     

    (q)           “Selling Expenses”
shall mean all underwriting discounts, selling commissions and stock transfer
taxes applicable to the sale of Registrable Securities.

     

    (r)           “Withdrawn
Registration” shall mean a forfeited demand registration under Section 2.1.


    
      
         


      

      
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    Section 2

    Registration
Rights

     

    2.1           Requested
Registration.

     

    (a)           Request for
Registration.  Subject to the conditions set forth in this
Section 2.1, if
the Company shall receive from Abbott a Demand Notice, the Company will as soon
as reasonably practicable, file and use its commercially reasonable efforts to
effect such registration of the Registrable Securities as are specified in such
request.  Notwithstanding anything contained herein, in the event that
the Commission or applicable federal securities laws and regulations prohibit
the Company from including all of the Registrable Securities requested by Abbott
to be registered in a registration statement pursuant to this Section 2.1 then the
Company shall be obligated to include in such registration statement only such
limited portion of the Registrable Securities as is permitted by the Commission
or such federal securities laws and regulations.

     

    (b)           Limitations on Requested
Registration.  The Company shall not be obligated to effect, or
to take any action to effect, any such registration pursuant to this Section 2.1:

     

    (i)                 In
any particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration, unless the
Company is already subject to service in such jurisdiction and except as may be
required by the Securities Act;

     

    (ii)                 After
the Company has initiated two (2) such registrations pursuant to this Section 2.1
(counting for these purposes only registrations which have been declared or
ordered effective and pursuant to which all Registrable Securities requested to
be registered by Abbott have been sold);

     

    (iii)                 if
the Company has effected a registration pursuant to Section 2.1
within the preceding six (6) months, and such registration statement has been
declared or ordered effective; or

     

    (iv)                 During
the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of filing of, and ending on a date one hundred eighty
(180) days after the effective date of, a Company-initiated registration;
provided that the Company is actively employing in good faith best efforts to
cause such registration statement to become effective.


    
      
         


      

      
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    (c)           Deferral.  If
(i) in the good faith judgment of the Board of Directors of the Company, the
filing of a registration statement covering the Registrable Securities would be
detrimental to the Company and the Board of Directors of the Company concludes,
as a result, that it is in the best interests of the Company to defer the filing
of such registration statement at such time, and (ii) the Company shall furnish
to Abbott a certificate signed by the President of the Company stating that in
the good faith judgment of the Board of Directors of the Company, it would be
detrimental to the Company for such registration statement to be filed in the
near future and that it is, therefore, in the best interests of the Company to
defer the filing of such registration statement, then (in addition to the
limitations set forth in Section 2.1(b) above)
the Company shall have the right to defer such filing for a period of not more
than ninety (90) days after receipt of a Demand Notice, provided that the
Company shall not defer its obligation pursuant to this Section 2.1(c) (i)
more than once per registration requested by Abbott pursuant to this Section 2.1
or (ii) for any period of time that, when taken together with other
postponements pursuant to Section 2.1(b) (irrespective of the order in which
they occur), will result in a delay of the requested registration in excess of
nine (9) months.  Notwithstanding the foregoing, Abbott shall be
entitled, at any time after receiving notice of a deferral pursuant to this
Section 2.1(c)
and before the demand registration statement becomes effective, to withdraw such
demand request and, if such request is withdrawn, such registration shall not
count as one of the permitted registrations pursuant to Section
2.1(b)(ii).  The Company shall provide prompt written notice to
Abbott of (i) the Company’s decision to file or seek effectiveness of the demand
registration statement following such deferral and (ii) the effectiveness of
such demand registration statement.

     

    (d)           Other
Shares.  The registration statement filed pursuant to a Demand
Notice may include Other Shares, and may include securities of the Company being
sold for the account of the Company.

     

    2.2           Company
Registration.

     

    (a)           Company Registration.
If the Company shall determine to register any of its securities either for its
own account or the account of a security holder or holders, other than a
registration pursuant to Section 2.1, a
registration relating solely to employee benefit plans, a registration relating
to the offer and sale of debt securities, a registration relating to a corporate
reorganization or other Rule 145 transaction, or a registration on any
registration form that does not permit secondary sales, the Company
will:

     

    (i)                 promptly
give written notice of the proposed registration to Abbott; and

     

    (ii)                 use
its commercially reasonable efforts to include in such registration, except as
set forth in Section 2.2(b)
below, and in any underwriting involved therein, all of such Registrable
Securities as are specified in a written request or requests made by Abbott
received by the Company within ten (10) days after such written notice from the
Company is received by Abbott.  Such written request may specify all
or a part of the Registrable Securities.  Notwithstanding anything
contained herein, in the event that the Commission or applicable federal
securities laws and regulations prohibit the Company from including all of the
Registrable Securities requested by Abbott to be registered in a registration
statement pursuant to this Section 2.2 then the
Company shall be obligated to include in such registration statement only such
limited portion of the Registrable Securities as is permitted by the Commission
or such federal securities laws and regulations.


    
      
         


      

      
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    (b)           Underwriting.  In
connection with any offering involving an underwriting of shares of the
Company’s capital stock, the Company will not be required under this Section 2.2 to
include any of the Registrable Securities in such underwriting unless Abbott
accepts the terms of the underwriting as agreed upon between the Company and the
underwriters selected by the Company and enter into an underwriting agreement in
customary form with an underwriter or underwriters selected by the Company,
provided, however, that the obligation of Abbott to indemnify pursuant to any
such underwriting arrangements shall be several, not joint and several, among
such Other Selling Stockholders and the liability of each Other Selling
Stockholder will be in proportion thereto, and provided further, that the
liability of each stockholder will be limited to the net amount received by such
stockholder from the sale of its shares pursuant to such
registration.  If the total amount of securities, including
Registrable Securities, requested by stockholders to be included in such
offering exceeds the amount of securities to be sold other than by the Company
that the underwriters determine in their sole discretion is compatible with the
success of the offering, then the Company will be required to include in the
offering only that number of such securities, including Registrable Securities,
that the underwriters determine in their sole discretion will not jeopardize the
success of the offering (the securities so included to be apportioned pro rata
among the selling stockholders according to the total amount of securities
entitled to be included therein owned by each selling stockholder or in such
other proportions as mutually agreed to by such selling
stockholders).

     

    (c)           Right to Terminate
Registration.  The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 2.2
prior to the effectiveness of such registration whether or not Abbott has
elected to include securities in such registration.

     

    2.3           Expenses of
Registration.  All Registration Expenses incurred in connection
with  registrations pursuant to Sections 2.1 and
2.2 hereof
shall be borne by the Company; provided, however, that the
Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Sections 2.1 if the
registration request is subsequently withdrawn at the request of
Abbott.  All Selling Expenses relating to securities registered on
behalf of Abbott shall be borne by Abbott.

     

    2.4           Registration
Procedures.  In the case of each registration effected by the
Company pursuant to Section 2, the
Company will keep Abbott advised as to the initiation of each registration and
as to the completion thereof.  At its sole expense, the Company will
use its commercially reasonable efforts to:

     

    (a)           Keep
such registration effective for a period of ending on the earlier of (i) such
time as Abbott shall have completed the distribution described in the
registration statement relating thereto or (ii) until all the Registrable
Securities included in such registration may be sold without any restrictions
pursuant to Rule 144;

     

    (b)           Prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement for the period set forth in subsection (a)
above;

     

    (c)           Furnish
such number of prospectuses, including any preliminary prospectuses, and other
documents incident thereto, including any amendment of or supplement to the
prospectus, and such other documents to facilitate the public sale or other
disposition of such securities as Abbott from time to time may reasonably
request;


    
      
         


      

      
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    (d)           Use
its commercially reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as shall be reasonably requested by Abbott and do all
other acts or things which may be necessary or advisable to consummate the
public sale or other disposition in such jurisdictions of such securities;
provided, that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions; and

     

    (e)           Notify
Abbott, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of (i) the issuance of any stop order by the
Commission suspending the effectiveness of such registration statement or the
initiation of any proceedings by any person to such effect, and promptly use
commercially reasonable efforts to obtain the release of such suspension or (ii)
the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and promptly furnish to
Abbott copies of a supplement or amendment of such prospectus as may be
necessary to correct such misstatement or omission.

     

    2.5           Indemnification. 

     

    (a)           To
the extent permitted by law, the Company will indemnify and hold harmless
Abbott, each of its officers, affiliates, directors, employees, agents, legal
counsel, and accountants and each person controlling Abbott within the meaning
of Section 15 of the Securities Act, with respect to which registration,
qualification, or compliance has been effected pursuant to this Section 2, and
each underwriter, if any, and each person who controls within the meaning of
Section 15 of the Securities Act any underwriter, against all expenses,
claims, losses, damages, and liabilities (or actions, proceedings, or
settlements in respect thereof) arising out of or based on: (i) any untrue
statement (or alleged untrue statement) of a material fact contained or
incorporated by reference in any prospectus, offering circular, or other
document (including any related registration statement, notification, or the
like) incident to any such registration, qualification, or compliance,
(ii) any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (iii) any violation (or alleged violation) by the Company of
the Securities Act, the Exchange Act, any state securities laws or any rule or
regulation thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any offering covered by such
registration, qualification, or compliance, and the Company will reimburse
Abbott, each of its officers, affiliates, directors, agents, legal counsel, and
accountants and each person controlling Abbott, each such underwriter, and each
person who controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating and defending or settling
any such claim, loss, damage, liability, or action; provided that the Company
will not be liable in any such case to the extent that any such claim, loss,
damage, liability, or action arises out of or is based on any untrue statement
or omission based upon written information furnished to the Company by Abbott,
any of Abbott’s officers, directors, employees, agents, legal counsel or
accountants, any person controlling Abbott, such underwriter or any person who
controls any such underwriter and stated to be for use in connection with the
offering of securities of the Company; and provided, further that, the indemnity
agreement contained in this Section 2.5(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld).


    
      
         


      

      
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    (b)           To
the extent permitted by law, Abbott will, if Registrable Securities are included
in the securities as to which such registration, qualification, or compliance is
being effected, indemnify and hold harmless the Company, each of its directors,
officers, employees, agents, legal counsel, and accountants and each
underwriter, if any, of the Company’s securities covered by such registration
statement, each person who controls the Company or such underwriter within the
meaning of Section 15 of the Securities Act, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on: (i) any untrue statement (or alleged untrue statement) of a material
fact contained or incorporated by reference in any such registration statement,
prospectus, offering circular, or other document, or (ii) any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
the Company and such directors, officers, employees, agents, legal counsel, and
accountants, persons, underwriters, or control persons for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability, or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular, or other document in reliance upon and in
conformity with written information furnished to the Company by Abbott and
stated to be specifically for use therein; provided, however, that the
obligations of Abbott hereunder shall not apply to amounts paid in settlement of
any such claims, losses, damages, or liabilities (or actions in respect thereof)
if such settlement is effected without the consent of Abbott (which consent
shall not be unreasonably withheld), and provided, further, that the liability
of Abbott will be limited to the net amount received by it from the sale of its
Registrable Securities.

     

    (c)           Each
party entitled to indemnification under this Section 2.5 (the
“Indemnified Party”) shall give
notice to the party required to provide indemnification (the “Indemnifying Party”) promptly
after such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume the
defense of such claim or any litigation resulting therefrom; provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or any litigation resulting therefrom, shall be approved by the Indemnified
Party (whose approval shall not be unreasonably withheld), and the Indemnified
Party may participate in such defense at such party’s expense; and provided
further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Section 2.5, to
the extent such failure is not prejudicial.  No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.  Each Indemnified
Party shall furnish such information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with defense of such claim and litigation
resulting therefrom.


    
      
         


      

      
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    (d)           If
the indemnification provided for in this Section 2.5 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage, or expense referred to
herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations.  The relative fault of the Indemnifying Party and of
the Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties’ relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

     

    2.6           Information. 
Abbott shall furnish to the Company such information regarding Abbott and the
distribution proposed by Abbott as the Company may reasonably request and as
shall be reasonably required in connection with any registration referred to in
this Section 2.

     

    2.7           Covenants of the
Company.  The Company agrees to:

     

    (a)           Notify
the holders of Registrable Securities included in a registration statement of
the issuance by the Commission of any stop order suspending the effectiveness of
such registration statement or the initiation of any proceedings for that
purpose.  The Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible time.

     

    (b)           if
the Common Stock is then listed on a national securities exchange, use its best
efforts to cause the Registrable Securities to be listed on such
exchange.

     

    (c)           Take
all other reasonable actions necessary to expedite and facilitate disposition of
the Registrable Securities by the holders thereof pursuant to the registration
statement.

     

    (d)           With
a view to making available to the holders of Registrable Securities the benefits
of Rule 144 promulgated under the Securities Act and any other rule or
regulation of the Commission that may at any time permit the shareholders to
sell securities of the Company to the public without registration, the Company,
after it has become obligated to file periodic or other reports pursuant to
Section 13 of the Exchange Act, agrees to:

     

    
      
        
          
            
              (i)           file with
the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act;
and

            

          

        

      

    

     

    
      
        
          (ii)           furnish
to each holder of Common Stock, so long as such holder of Common Stock
owns any shares of Common Stock, forthwith upon written request (x) a
written
statement by the Company that it has complied with the reporting requirements of
Rule 144 (at any time after 90 days after the effective date of the first
registration statement filed by the Company), the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), (y) 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 (z)
such other information as may be reasonably requested and as is publicly
available in availing the holders of Common Stock of any rule or regulation of
the Commission which permits the selling of any such securities without
registration.

        

      

    


    
      
         


      

      
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    (e)           Prior
to the filing of the registration statement or any amendment thereto (whether
pre-effective or post-effective), and prior to the filing of any prospectus or
prospectus supplement related thereto, the Company will provide Abbott with
copies of all pages thereto, if any, which reference Abbott.

     

    2.8           Abbott
Obligations.

     

    (a)           Abbott
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 2.4(e) Abbott
will immediately discontinue disposition of Registrable Securities pursuant to
any registration statement covering such Registrable Securities until Abbott’s
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 2.4(e)
or receipt of notice that no supplement or amendment is required and that
Abbott’s disposition of the Registrable Securities may be
resumed.  The Company may provide appropriate stop orders to enforce
the provisions of this paragraph.

     

    (b)           Abbott
covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it or an exemption therefrom
in connection with sales of Registrable Securities pursuant to a registration
statement.

     

    2.9           Transfer or Assignment of
Registration Rights.  The rights to cause the Company to register
Registrable Securities pursuant to this Section 2 may be
assigned (but only with all related obligations) by Abbott to a transferee or
assignee of such securities that is a subsidiary, affiliate or parent of Abbott,
provided, however, that (a) the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned, and (b) such transferee or assignee
agrees in writing to be bound by and subject to all the terms and conditions of
this Agreement.

     

    2.10           Rule
144.  Until such time as Abbott no longer holds Registrable
Securities, the Company agrees to file with the Commission in a timely manner
all required reports under section 13 or 15(d) of the Exchange
Act.  The Company further aggress to furnish to Abbott so long as
Abbott owns Registrable Securities, promptly upon request, (i) a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144, and (ii) such other information as may be reasonably requested to
permit Abbott to sell such securities pursuant to Rule 144 without
registration.

     

    2.11           Termination of Registration
Rights.  Abbott’s right to
request registration or inclusion in any registration pursuant to Section 2.1 or
2.2 shall
terminate at such time at which all Registrable Securities held by Abbott can be
sold in any ninety (90) day period without registration in compliance with
Rule 144 of the Securities Act.


    
      
         


      

      
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    Section 3

    Miscellaneous

     

    3.1           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.

     

    3.2           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:

    


    
      	 	
              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

     

    3.3           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.

     

    3.4           Successors and
Assigns.  Subject to Section 2.9, this
Agreement, and any and all rights, duties and obligations hereunder, shall not
be assigned, transferred, delegated or sublicensed by Abbott without the prior
written consent of the Company.  Any attempt by Abbott without such
permission to assign, transfer, delegate or sublicense any rights, duties or
obligations that arise under this Agreement shall be void.  Subject to
the foregoing and except as otherwise provided herein, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties
hereto.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    3.5           Entire
Agreement.  This Agreement and the Purchase Agreement, together with
any exhibits hereto, 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.

     

    3.6           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.

     

    3.7           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.

     

    3.8           Titles and
Subtitles.  The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting
this Agreement.  All references in this Agreement to sections,
paragraphs and exhibits shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits attached hereto.

     

    3.9           Counterparts. 
This Agreement may be executed in any number of counterparts, each of which
shall be enforceable against the parties that execute such counterparts, and all
of which together shall constitute one instrument.

     

    3.10         Telecopy Execution and
Delivery.  A facsimile, telecopy or other reproduction of this
Agreement may be executed by one or more parties hereto and delivered by such
party by facsimile or any similar electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen.  Such
execution and delivery shall be considered valid, binding and effective for all
purposes.  At the request of any party hereto, all parties hereto
agree to execute and deliver an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof.

     

    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement effective as of the day, month and year first above
written.

     

    
      
        
          
            
              	
                      NEOGENOMICS,
      INC.

                    
	
                      a
      Nevada corporation

                    
	 
	
                      By:

                    	
                      /s/Douglas VanOort

                    
	 
      	 
      
	
                      Name:

                    	
                      Douglas VanOort

                    
	 
      	 
      
	
                      Title:

                    	
                      Chairman and Chief Executive
      Officer

                    
	 
      	 
      
	
                      ABBOTT
      LABORATORIES

                    
	
                      an  Illinois
      corporation

                    
	 
	
                      By:

                    	
                      /s/Thomas C. Freyman

                    
	 
      	 
      
	
                      Name:

                    	
                      Thomas C. Freyman

                    
	 
      	 
      
	
                      Title:

                    	
                      Executive Vice President, Finance
      and

                    
	 
      	
                      Chief Financial
  Officer