0001144204-09-015243 Sample Contracts

AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders Agreement • March 20th, 2009 • Neogenomics Inc • Services-testing laboratories

This Amendment (the “Amendment”) to the Amended and Restated Shareholders’ Agreement dated March 21, 2005 among NeoGenomics, Inc., a Nevada corporation (the “Company”), Michael Dent, Aspen Select Healthcare, LP, John Elliot, Steven Jones and Larry Kuhnert (the “Shareholders Agreement”) is made effective as of March 13, 2009 and is entered into by each of the undersigned parties to the Shareholders’ Agreement.

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NEOGENOMICS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • March 20th, 2009 • Neogenomics Inc • Services-testing laboratories • Nevada

This Subscription Agreement (the “Agreement”) is between NeoGenomics, Inc., a Nevada corporation (the “Company”), and Douglas M. VanOort Living Trust, a trust whose address is set forth on the signature block hereto (the “Subscriber”).

WARRANT AGREEMENT
Warrant Agreement • March 20th, 2009 • Neogenomics Inc • Services-testing laboratories • Florida

THIS WARRANT AGREEMENT (this “Agreement”) is dated this 16th day of March 2009, by and between NeoGenomics, Inc., a Nevada corporation (the “Company”), and Douglas M. VanOort, an individual residing at 3275 Regatta Road, Naples, FL 34103 (the “Warrant Holder”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2009 • Neogenomics Inc • Services-testing laboratories • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this 16th day of March, 2009 by and between NeoGenomics, Inc. a Nevada corporation (“NeoGenomics" or the “Employer” and collectively with any entity that is wholly or partially owned by NeoGenomics, the “Company”), located at 12701 Commonwealth Drive, Suite #5, Fort Myers, Florida 33913 and Douglas M. VanOort (“Executive”), an individual who resides at 3275 Regatta Road, Naples, FL 34103.

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