GUARANTY AGREEMENT
Exhibit
10.30
THIS
GUARANTY AGREEMENT is entered into this 5th
day
of November,
2008, between NeoGenomics, Inc. a Nevada company, with its principal place
of
business at _________________________ __________________("Guarantor") and
Leasing Technologies International, Inc., with its principal place of business
at 000 Xxxxxxx Xxxx, Xxxxxx, XX 00000 ("Lessor").
WHEREAS,
Lessor is contemplating entering into a certain Master Lease Agreement,
including any and all riders and schedules thereto (hereinafter collectively
referred to as the “Lease”) dated November 5, 2008 with NeoGenomics, Inc. a
Florida Corporation (the “Lessee”).
WHEREAS,
Lessor is unwilling to enter into said Lease unless Guarantor guarantees the
performance of all Lessee’s obligations under the Lease.
NOW
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and as an inducement to Lessor to enter into the Lease, the parties
hereto agree as follows:
1. Guarantee. The
Guarantor hereby unconditionally guarantees the full, complete and prompt
payment, performance and observance of all of Lessee’s obligations under the
Lease. Guarantor agrees that this is a continuing guarantee and that it shall
perform its obligations hereunder notwithstanding any modification, discharge
or
release of any of Lessee’s obligations under the Lease.
2.
Intentionally
Omitted.
3. Representations. Guarantor
hereby represents and warrants that this Agreement constitutes a binding
obligation of the Guarantor.
4. Right
to Cure.
Lessor
hereby agrees that in the event of a default by Lessee under the Lease, Lessor
shall give written notice of said default to Guarantor and Guarantor shall
have
the right to cure said default within ten (10) days from the mailing of such
notice.
5. Failure
to Cure. In
the
event the Guarantor fails to cure a default within the ten (10) day period,
then
Lessor may, at its option, proceed directly against Guarantor for
the
payment,
performance or observance of any and all of Lessee's obligations under the
Lease. Guarantor hereby waives any right to require Lessor: (i) to proceed
against the Lessee; (ii) to proceed against or exhaust any security it may
hold;
or (iii) to pursue any other remedy available to it.
6. Waiver. No
delay
on the part of Lessor in exercising any rights under this Agreement or failure
to exercise the same shall operate as a waiver of such rights. No modification
or waiver of the provisions of this Agreement shall be effective unless in
writing and no such waiver shall be applicable and effective except in the
specific instance for which it was given.
7. Partial
Invalidity. The
unenforceability or invalidity of any provision or provisions of this Agreement
shall not operate to render any other provision or provisions herein contained
unenforceable or invalid.
8. Notice.
Any
notice given pursuant to this Agreement shall be in writing and shall be
effective when sent by certified mail, return receipt requested and addressed
to
the party who is to receive such notice at the address set forth herein or
at
such other address as may be designated from time to time by proper
notice.
9. Benefit. This
Agreement shall be binding upon the Guarantor, its successors and assigns and
shall inure to the benefit of Lessor, its successors and assigns, including
any
successor assignees.
10. Discharge. Nothing
shall discharge or satisfy any of Guarantor's obligations hereunder except
the
full payment, performance and observance of all of Lessee's obligations under
the Lease. Guarantor shall have no right of subrogation, reimbursement or
indemnity whatsoever and no right or recourse to any of the assets of Lessee
unless and until all of Lessee's obligations under the Lease have been paid,
performed, and observed. In the event Lessor shall retain an attorney and/or
resort to litigation to enforce its rights under this Guaranty, Lessor shall
be
entitled to collect and Guarantor shall pay to Lessor on demand all reasonable
costs incurred in connection with such enforcement including, without
limitation, reasonable attorney's fees.
11. Entire
Agreement. This
Agreement constitutes the final written expression of all the terms of this
Agreement and is a complete and exclusive statement of those terms.
12. Authorization. If
Guarantor is a corporation, each individual executing the Guaranty on behalf
of
Guarantor represents and warrants that he/she is duly authorized to execute
and
deliver the Guaranty on behalf of Guarantor in accordance with a duly adopted
resolution of Guarantor’s Board of Directors, and will, if requested by Lessor,
deliver a certified copy of a duly adopted resolution of Guarantor’s Board of
Directors authorizing the execution and delivery of the Guaranty.
13. Guarantee
Absolute and Unconditional. This
Guaranty is to be absolute and unconditional irrespective of any lack of
validity or enforceability of the Lease or the guarantee, or any other agreement
or instrument relating thereto, or any other circumstance that might otherwise
constitute a defense available to the Guarantor in respect to the guarantee.
This
Agreement shall be deemed to have been made in the State of Connecticut and
shall be governed in all respects by the laws of such State.
IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
have executed this Guaranty Agreement this ___ day
of ____,
200__.
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GUARANTOR:
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NEOGENOMICS,
INC.
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LESSOR:
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LEASING
TECHNOLOGIES
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|
|
(Nevada
Company)
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INTERNATIONAL,
INC.
|
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By:
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/s/
Xxxxxx X. Xxxxxxxxx
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By:
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/s/
Xxxxxxx Xxxxxxxxxx
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|
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Title:
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President
& Chief Science Officer
|
Title:
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Vice
President
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ACKNOWLEDGEMENT
|
STATE
OF
|
)
|
|
)
SS.:
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|
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COUNTY
OF
|
)
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Before
me, the undersigned, on this ___ day of _____,
200__,
personally appeared ___________________________, to me known personally, and
who
being by me duly sworn, deposes and says that he/she is the
_____________________ of ,
and
that said instrument was signed on behalf of said corporation by authority
of
its Board of Directors, and he/she acknowledged said instrument to be the free
act and deed of said corporation.
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My
Commission Expires:
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