AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

Exhibit 2.2

AMENDMENT NO. 1 TO

STOCK PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of December 28, 2015, by and among GE Medical Holding AB, a private limited company (privat aktiebolag) organized under the laws of the Kingdom of Sweden (Reg. No. 556648-9315) (“Seller”), NeoGenomics Laboratories, Inc., a Florida corporation (“Buyer”), and NeoGenomics, Inc., a Nevada corporation (“Parent”, and together with Seller and Buyer, the “Parties”).

WHEREAS, the Parties entered into that certain Stock Purchase Agreement on October 20, 2015 (the “Purchase Agreement”), and all capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement; and

WHEREAS, pursuant to Section 13.09 of the Purchase Agreement, the Parties desire to amend certain provisions of the Purchase Agreement as set forth herein; and

WHEREAS, pursuant to Section 2.02 of the Purchase Agreement, the Closing is to take place on, and the Closing Date shall be, the date that is three (3) Business Days after the satisfaction or written waiver of the Closing Conditions or on such other date as the Parties may agree; and

WHEREAS, the Parties desire to agree to have the Closing occur at 10:00 a.m. (Eastern time) on December 30, 2015 (the “New Closing Date”) and that the Effective Time on the New Closing Date shall be 12:01 am, subject to the satisfaction or written waiver of the Closing Conditions and to all of the terms, conditions and obligations set forth in the Purchase Agreement.

NOW THEREFORE, in consideration of the mutual agreements and covenants made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Agreement. Pursuant to Section 2.02 of the Purchase Agreement, the Parties agree to have the Closing occur at 10:00 a.m. (Eastern time) on the New Closing Date and that the Effective Time on the New Closing Date shall be 12:01 am, subject to the satisfaction or written waiver of the Closing Conditions and to all of the terms, conditions and obligations set forth in the Purchase Agreement.

2. The definition of “Effective Time” in Exhibit A (Definitions) to the Purchase Agreement is hereby amended and restated in its entirety as follows:

““Effective Time” means 12:01 a.m. (Pacific time) on the Closing Date.”

3. Approval. In connection with Section 6.01(b) of the Purchase Agreement, Seller hereby consents to Parent pledging 100% of the issued and outstanding Equity Interests of Buyer as required by the senior lenders in connection with the Financing.

4. Clarient Saudi Arabia. In connection with the transfer of the Company’s 5% ownership interest in Clarient Saudi Arabia, the Parties hereby agree to the provisions set forth on Annex A attached hereto.

5. Payment of Purchase Price. The Parties acknowledge and agree that Seller has assigned all rights to receive the Stock Consideration to GE Medical Systems Information Technologies, Inc., and, accordingly, (a) the Stock Consideration shall be issued to and in the name of GE Medical Systems Information Technologies, Inc. and (b) GE Medical Systems Information Technologies, Inc. shall be the “Investor” under each of the Investor Rights Agreement and the Registration Rights Agreement. The applicable provisions of the Purchase Agreement and the Disclosure Schedules (i.e., the provisions that provide for the Stock Consideration to be issued to and in the name of Seller) shall be deemed automatically amended in accordance with the first sentence of this Section 4. For the avoidance of doubt, in accordance with Schedule 3.03(b)(1), the Closing Cash Payment shall be paid to and received by Seller or Seller’s designees by wire transfer of immediately available funds to the Seller Account as directed by Seller.

6. Company Intellectual Property. The Company Intellectual Property set forth on Annex B attached hereto that is being assigned to Buyer pursuant to the Transactions will not be maintained and will be abandoned by Buyer and its Affiliates after the Closing. As a result, the Parties acknowledge and agree that, pursuant to that certain written direction of Buyer and Parent received on December 15, 2015, Seller and its Affiliates will not be required to transfer to Buyer or any of its Affiliates any files (physical, digital or otherwise) relating to such Company Intellectual Property or to make any payments or take any actions in order to maintain or keep active any such Company Intellectual Property.

7. Effectiveness. Pursuant to Section 13.09 of the Purchase Agreement, this Amendment shall be effective and binding upon the execution of this Amendment by the Parties. Any reference in the Purchase Agreement to “this Agreement” shall hereafter be deemed to refer to the Purchase Agreement as hereby amended.

8. Counterparts; Electronic Delivery. This Amendment may be executed in counterparts, each of which shall each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, ..peg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto or thereto shall re-execute the original form of this Agreement and deliver such form to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

9. Full Force and Effect. This Amendment is limited by its terms and does not and shall not serve to amend or waive any provision of the Purchase Agreement except as expressly provided for in this Amendment, and all other terms, conditions and obligations set forth in the Purchase Agreement remain in full force and effect, are not amended or waived in any respect and are hereby reaffirmed by the Parties.

* * * * * *

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first written above.

SELLER:
GE MEDICAL HOLDING AB
By		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		CEO, GE Healthcare Life Sciences
PARENT:
NEOGENOMICS, INC.
By		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Executive Vice President, Finance
BUYER:
NEOGENOMICS LABORATORIES, INC.
By		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Executive Vice President, Finance

Signature Page to Amendment No. 1 to Stock Purchase Agreement

Annex A

1. In connection with Section 6.01(a) of the Purchase Agreement and the terms of this Annex A, Buyer hereby consents to that certain Power of Attorney (“Power of Attorney”), to be entered into on or prior to the New Closing Date, between Company Subsidiary and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation (“Transferee”), pursuant to which Company Subsidiary appoints Transferee as its attorney-in-fact in connection with the transfer of Company Subsidiary’s ownership interest in Clarient Diagnostic Services Limited, a Saudi Arabian limited liability company (“Clarient Saudi Arabia”), that certain Lab Services Agreement, dated as of March 12, 2013, by and between Company Subsidiary and Saudi Arabian National Guard Health Affairs, as well as any and all other agreements, instruments, rights or obligations of or related to Clarient Saudi Arabia (the “Saudi Items”), to Transferee prior to Closing. Such transfer of the Saudi Items from Company Subsidiary to Transferee shall be referred to herein as the “Saudi Transfer.” The Parties hereby agree that such Power of Attorney shall remain in full force and effect from and after the Closing.

2. Notwithstanding anything to the contrary, in addition to, and in no way limiting the terms of the Power of Attorney, the Parties hereby acknowledge and agree that the management and operation of the Saudi Transfer and the Saudi Items in connection with the continued operation of the applicable portion of such business shall in all respects be by and at the direction of Transferee and shall be managed and operated by Transferee for Transferee’s benefit and account, with Transferee treated as the beneficial owner thereof and with all gains, income, Losses, Taxes and Tax benefits or other items generated thereby to be for Transferee’s account.

3. For purposes of the Saudi Transfer, neither Buyer nor any of its Affiliates will, or will cause and direct their Affiliates to, take or omit to take any action that will have the effect of delaying, impairing or impeding the Saudi Transfer. Seller agrees to use reasonable efforts to complete the Saudi Transfer as soon as reasonably practicable and to keep Buyer reasonably informed with respect to the status, timing and material developments with respect to the Saudi Transfer.

4. From and after the Closing, Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses that are suffered or incurred by any Buyer Indemnified Party arising out of, resulting from or relating to the Saudi Transfer and the Saudi Items. To the extent that any Party disagrees with the validity or amount of all or a portion of any indemnification claim with respect thereto, the provisions of Section 12.05 of the Purchase Agreement shall apply to the procedures of such indemnification claim, mutatis mutandis, as if set forth herein.

5. The Parties acknowledge and agree that, notwithstanding anything to the contrary in the Purchase Agreement or otherwise, to the extent any representation, warranty, covenant or other statement in the Purchase Agreement, the Disclosure Schedules or any other Transaction Agreement is inaccurate as a result of giving effect (or pursuant) to matters covered in this Annex A or the Saudi Transfer not being complete as of the Closing, such representation, warranty, covenant or other statement shall be deemed to be revised and amended as needed to reflect the actions contemplated by this Annex A, including for purposes of Article XII of the Purchase Agreement.

Annex B

Docket Number		Ext		City		Agent		Title		Application Number		Current Publication Number		Patent Number
266787		2		US		Xxxxxx, Xxxx and Xxxxxxx LLP		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		11/432604		2007-0065888		7504225
266857		1		US		Yoo Xxxxxx, Xxxxx (GE)		CLONE-ARRAY POOLED SHOTGUN STRATEGY FOR NUCLEIC ACID SEQUENCING		09/969111		2003-0092007		6975943
266860		2		US		Xxxxxx, Hall and Xxxxxxx LLP		TLE3 AS A MARKER FOR CHEMOTHERAPY		12/277920		20090155798A1		7816084
266860		4		CA		XXXXX XXXXX XXXX XXXXX		TLE3 AS A MARKER FOR CHEMOTHERAPY		2706881
266860		5		CN		Xxx and Li		TLE3 AS A MARKER FOR CHEMOTHERAPY		200880125991.9		101932938A		ZL200880125991.9
266860		6		EP		XXXXXXX, Xxxxxx (GE)		TLE3 AS A MARKER FOR CHEMOTHERAPY		08855868.9		2227693		2227693
266860		7		IN		XX XXXXXXX & XX XXXXXXX		TLE3 AS A MARKER FOR CHEMOTHERAPY		3897/CHENP/2010
266860		8		JP		Global Patent Operation Japan		TLE3 AS A MARKER FOR CHEMOTHERAPY		2010-536127		2011505562		5745273
266860		0		XX		Xxxxxxx Xxxxx (XXXX)		TLE3 AS A MARKER FOR CHEMOTHERAPY		0910374.8		2460769		2460769
266860		10		US		Xxxxxx, Xxxx and Xxxxxxx LLP		TLE3 AS A MARKER FOR CHEMOTHERAPY		12/578255		20100062444A1		7754431
266860		11		US		Xxxxxx, Hall and Xxxxxxx LLP		TLE3 AS A MARKER FOR CHEMOTHERAPY		12/889630		20110015259A1		9005900
266860		12		XX		Xxx and Li		TLE3 AS A MARKER FOR CHEMOTHERAPY		11106089.6		1152563A		HK1152563
266860		13		US		Xxxxxx, Xxxx and Xxxxxxx LLP		TLE3 AS A MARKER FOR CHEMOTHERAPY		13/685924		20130079392A1		8785156
266860		14		US		Parks Wood, LLC		TLE3 AS A MARKER FOR CHEMOTHERAPY		14/671015		20150198599A1
266860		15		DE		XXXXXXX, Xxxxxx (GE)		TLE3 AS A MARKER FOR CHEMOTHERAPY		08855868.9		2227693		2227693
266860		16		FR		XXXXXXX, Xxxxxx (GE)		TLE3 AS A MARKER FOR CHEMOTHERAPY		08855868.9		2227693		2227693
266860		17		IT		XXXXXXX, Xxxxxx (GE)		TLE3 AS A MARKER FOR CHEMOTHERAPY		08855868.9		2227693		2227693
266861		3		US		Xxxxxx, Hall and Xxxxxxx LLP		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		12/444007		20100143947A1		8697373
266862		2		US		Xxxxxx, Hall and Xxxxxxx LLP		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		12/013739		2008-0199891		7811774
266862		5		AU		Spruson and Xxxxxxxx		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		0000000000				0000000000
266862		6		CA		Xxxxxxxx Xxxx Xxxxx		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		2598170				2598170
266862		0		XX		Xxxxxxx Xxxxx (XXXX)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		0		XX		Xxxxxxx Xxxxx (XXXX)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		00		XX		Xxxxxxx Xxxxx (XXXX)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		00		XX		Xxxxxxx Xxxxx (XXXX)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		00		XX		Xxxxxxx Xxxxx (XXXX)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		13		LU		Mewburn Xxxxx (LOND)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		00		XX		Xxxxxxx Xxxxx (XXXX)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		00		XX		Xxxxxxx Xxxxx (XXXX)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		16		IT		Mewburn Xxxxx (LOND)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		06784318.5		1856535		1856535
266862		17		US		Xxxxxx, Xxxx and Xxxxxxx LLP		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		13/300134		2012-0065107		8399622
266862		18		CA		Xxxxxxxx Gage Xxxxx		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY
266862		18		US		XXXXXXX, Xxxxxx (GE)		REAGENTS AND METHODS FOR USE IN CANCER DIAGNOSIS, CLASSIFICATION AND THERAPY		12/879356		2011-0003709		8440410