All other non-cash, recurring charges and expenses, excluding accruals for cash
expenses made in the ordinary course of business
$___________
G.
Loss from any sale of assets, other than sales in the ordinary course of
business
$___________
H.
Non-cash stock option and warrant-based compensation expense
$___________
I.
Other extraordinary or non-recurring charges that would not have otherwise been
incurred in the ordinary course of business as determined in accordance with
GAAP, including, but not limited to, severance payments up to the amounts
permitted in Section 9.6 of the Loan Agreement
J.
Gains from any sale of assets, other than sales in the ordinary course of
business
K.
Other extraordinary or non-recurring gains
$___________
L.
ADJUSTED EBITDA: (A.7) plus ((B.5) and (C through I)) minus (J and K)
$___________
II.
FIXED CHARGE COVERAGE RATIO
A.
ADJUSTED EBITDA (See ADJUSTED EBITDA calculation, (I.K)
$___________
B.
Fixed Charges
1.
Total Debt Service
a.
Payments of principal on Indebtedness
$___________
b.
Interest Expense (I.B.3)
$___________
c.
Total Debt Service: (B.1.a) plus (B.1.b)
$___________
2.
Unfinanced Capital Expenditures paid in cash
$___________
3.
Income taxes paid in cash or accrued
$___________
4.
Dividends and distributions paid or accrued or declared (except for Accumulated
Distributions)
$___________
5.
Fixed Charges: Sum of (B.1.c) through (B.4)
$___________
C.
FIXED CHARGE COVERAGE RATIO: (A) divided by (B.5)
____________
D.
MINIMUM RATIO REQUIRED:
____________
E.
COMPLIANCE:
__Yes/__No
III.
CASH VELOCITY
A.
Collections of Borrower's Accounts
$___________
B.
Average Revenue of Borrower over the preceding three _________________
C.
MINIMUM REQUIRED (80% OF III.B.):
$___________
D.
COMPLIANCE:
__Yes/__No
IV.
MINIMUM LIQUIDITY
A.
Unrestricted cash on hand
$___________
B.
Unrestricted Cash Equivalents
$___________
C.
Unused Availability
$___________
D.
LIQUIDITY: Sum of (A) through (C)
$___________
E.
MINIMUM LIQUIDITY REQUIRED
F.
COMPLIANCE:
(As evidenced by bank statements attached as detail)
__Yes/__No
SCHEDULE 2 TO COMPLIANCE CERTIFICATE
Date:
________________ __, 20__
CONDITIONS OR EVENTS WHICH CONSTITUTE
A DEFAULT OR AN EVENT OF DEFAULT
If any condition or event exists that constitutes a Default or an Event of
Default, specify nature and period of existence and what action the Borrower has
taken, is taking or proposes to take with respect thereto; if no such condition
or event exists, state "None."
EXHIBIT C
TO
REVOLVING CREDIT AND SECURITY AGREEMENT
OFFICER'S CERTIFICATE
The undersigned, ROBERT P. GASPARINI, certifies that he is the president of
NEOGENOMICS, INC., a Florida Corporation, ("Borrower"), makes this certificate
in connection with and pursuant to Section 6.1 of the Loan Agreement dated as of
the date hereof (the "Loan Agreement") between Borrower, NeoGenomics, Inc., a
Nevada corporation, and CAPITALSOURCE FINANCE LLC, a Delaware limited liability
company ("Lender"), and certifies to Lender as follows:
All conditions and provisions of Article VI of the Loan Agreement are fully
satisfied, including receipt by Lender of all fees, charges and expenses payable
to Lender on or prior to the date hereof pursuant to the Loan Documents.
In
furtherance of and without limiting the foregoing, as of the date hereof, (A)
the Loan Documents, other documents