SUBSCRIPTION DOCUMENT
Published on July 6, 2007
SUBSCRIPTION
AGREEMENT
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Name(s) of
Subscriber(s):
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Total
Subscription Shares:
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________________
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__________________________
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Total
Subscription Price:
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$_______________
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__________________________
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NeoGenomics,
Inc.
12701
Commonwealth Drive, Suite 9
Fort
Myers, Florida 33913
Gentlemen:
1. Subscription. The
undersigned (the “Subscriber”) hereby subscribes for and agrees to
purchase ____________ Shares (the “Shares”) of common stock, par value
$0.001 per share (the “Common Stock”) of NeoGenomics, Inc., a Nevada
corporation (the “Corporation”) at a purchase price of $1.50 per
Share for an aggregate price of $_________(the “Total Subscription
Price”) in accordance with the terms of this Subscription Agreement (the
“Subscription Agreement”).
2. Subscription
Instruments. The Subscriber hereby
tenders to the Corporation the following materials (the “Subscription
Materials”), all of which have been duly completed and executed by the
Subscriber:
a. A
check or wire transfer, in the amount of $1.50 per Share subscribed for, made
payable to NeoGenomics, Inc. All wire transfers should be sent to the
Corporation in accordance with the wire transfer instructions attached hereto
as
Exhibit A.
b. One
copy of this Subscription Agreement; and
c. One
copy of the Accredited Investor Suitability Questionnaire; and
d. One
copy of the Registration Rights Agreement.
3. Acceptance
or Rejection of Subscription. The
Subscriber understands and agrees that:
a. If
this subscription is accepted, the proceeds delivered herewith shall be used
to
admit the subscribers whose subscriptions were accepted as shareholders of
the
Corporation; and
b. If
this subscription is rejected, the Subscription Documents and the subscription
funds will be promptly returned to the Subscriber. No interest will
be paid on any subscription funds.
4. Representations
and Warranties of the Subscriber. The
Subscriber hereby represents and warrants to the Corporation as
follows:
a. All
matters relating to the Corporation and the Subscriber’s investment in the
Shares have been explained to the Subscriber and the Subscriber’s advisors and
you understand the speculative nature of and the risks involved in this
investment. The Subscriber understands the business in which the
Corporation is engaged and the Subscriber has such knowledge and experience
in
financial and business matters that the Subscriber is capable of evaluating
the
merits and risks of an investment in the Corporation and making an informed
investment decision with respect thereto. The Subscriber and his
attorneys, investment advisors, business advisors, tax advisors and accountants
have had access to the Corporation reports, schedules, forms, statements and
other documents filed by it with the United States Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (all of the foregoing filed prior to the date hereof and
all exhibits included therein and financial statements and schedules thereto
and
documents incorporated by reference therein, being hereinafter referred to
as
the “SEC Documents”), and, prior to the execution of this letter by the
Subscriber, the Subscriber has carefully reviewed the SEC
Documents. The Subscriber relied solely on the information contained
in the SEC Documents in making his investment decision, and, in making his
investment decision, the Subscriber has disregarded any other written or oral
statements or information, if any, concerning the Corporation or an investment
in the Shares made by any party, including, without limitation, the officers,
directors, and employees of the Corporation. The Subscriber
understands the business in which the Corporation will be engaged and has such
knowledge and experience in financial and business matters that he is capable
of
evaluating the merits and risks of an investment in the Corporation and making
an informed investment decision with respect thereto. The Subscriber
has obtained sufficient information to evaluate the merits and risks of the
investment and to make such a decision. To the extent that the
Subscriber has deemed it appropriate to do so, the Subscriber has retained,
and
relied upon, appropriate professional advice regarding the tax, accounting,
legal, investment and financial merits and consequences of an investment in
the
Shares. The Subscriber acknowledges that he has relied solely on the
professional advice of his own counsel with respect to the transactions set
forth herein.
b. The
Subscriber and his attorneys, investment advisors, business advisors, tax
advisors and accountants have had sufficient access to all documents and records
pertaining to the Corporation and this proposed investment in the
Shares. Additionally, the Subscriber and all of his advisors have had
the opportunity to ask questions and receive answers concerning the terms and
conditions of the offering and other matters pertaining to this investment,
and
all such questions have been answered to the satisfaction of the
Subscriber. The Subscriber and all of his advisors have had an
opportunity to obtain any additional information which the Corporation
possesses, or can acquire without unreasonable effort or expense, necessary
to
verify the accuracy of the information furnished in the SEC
Documents;
c. The
Subscriber (i) has adequate means of providing for his current needs and
possible personal contingencies and those of his family, if applicable, in
the
same manner as he would have been able to provide prior to making the investment
in the Shares, (ii) has no need for liquidity in this investment,
(iii) is aware of and able to bear the risks of this investment for an
indefinite period of time and (iv) is presently able to afford a complete
loss of such investment;
d. The
Subscriber recognizes that an investment in the Shares involves significant
risks, including, without limitation, those set forth in the SEC
Documents. The Subscriber acknowledges that the Corporation continued
operation is highly dependent upon its ability to raise substantial additional
capital and/or increase revenues. No assurance can be given that the
Corporation will be successful in raising any such capital and/or increasing
revenues. The failure to raise such capital and/or increase revenues
will have a material adverse effect on the Corporation’s operations and
financial condition and on its ability to continue as a going
concern;
e. The
Subscriber has not relied on any promotional sales materials, representations
or
warranties or financial projections with respect to the Corporation or its
business and financial condition in connection with determining the merits
of an
investment in the Shares. The Subscriber understands and acknowledges
that no representations concerning the accuracy of information or financial
projections, if any, are being made by the Corporation and the Subscriber has
completely disregarded such information or financial projections, if any, in
determining whether to purchase the Shares.
f. The
Subscriber and his advisors have reviewed the financial condition of the
Corporation and the Corporation’s financial statements as set forth in the SEC
Documents, and the Subscriber agrees and acknowledges that the Corporation
has
not made and is making no representations, warranties or predictions regarding
the Corporation’s present or future financial condition.
g. The
Subscriber understands that none of the Shares have been registered under the
Securities Act of 1933, as amended (the “Securities Act”) or the
securities laws of any state in reliance upon exemptions therefrom for private
offerings. The Subscriber understands that the Shares must be held
indefinitely unless the sale thereof is subsequently registered under the
Securities Act and applicable state securities laws or exemptions from such
registration are available. The Subscriber further understands that
the Corporation has no obligation to repurchase any of the
Shares. All certificates evidencing the Subscriber’s ownership of the
Shares will bear a legend stating that the Shares have not been registered
under
the Securities Act or state securities laws and they may not be resold unless
they are registered under the Securities Act and applicable state securities
laws or exempt therefrom.
h. The
Shares are being purchased solely for the Subscriber’s account for
investment and not for the account of any other person and not with a view
to or
for distribution, assignment or resale in connection with any distribution
within the meaning of the Securities Act, and no other person has a direct
or
indirect beneficial interest in such Shares. The Subscriber
represents that he has no agreement, understanding, commitment or other
arrangement with any person and no present intention to sell, transfer or assign
any Shares;
i. The
Subscriber realizes that he may not be able to sell or dispose of any of the
Shares and that no market of any kind (public or private) may be available
for any of the Shares. In addition, the Subscriber understands that
his right to transfer the Shares will be subject to restrictions contained
in
applicable Federal and state securities laws;
j. All
information which the Subscriber has provided to the Corporation concerning
himself, his financial position and his knowledge of financial and business
matters, including all information contained in this Subscription Agreement,
is
correct and complete as of the date set forth on the signature page hereof,
and
if there should be any adverse change in such information prior to his
subscription being accepted, he will immediately provide the Corporation with
such information;
k. The
Subscriber’s principal residence (if subscriber is an individual) or
principal business address, as applicable, is in the State of _______________,
and the Subscriber has no present intention to move such residence or principal
business address, as applicable, from such State;
l. The
Subscriber understands that no financial projections are included in the SEC
Documents, and neither the Subscriber nor any of his advisors are relying on
any
financial projections in connection with determining the merits of an investment
in the Shares. The Subscriber understands and acknowledges that no
representations concerning the accuracy of information or financial projections,
if any, not included in the SEC Documents are being made and he and all of
his
advisors have completely disregarded such information or financial projections,
if any, not included in the SEC Documents in determining whether to invest
in
the Shares; and
m. The
Subscriber understands that the Corporation may at any time, in its sole
discretion, arrange for the offer and sale of additional shares of its capital
stock to current or additional shareholders, at such prices and in such amounts
as it, in its sole discretion, may determine to be in the best interests of
the
Corporation.
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5.
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Representations
and Warranties of the
Corporation.
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The
Corporation represents and warrants to the Subscriber that the statements made
in this Section 5 are true and correct. As used herein, the term
“Knowledge” means the knowledge of any officer of the
Corporation, following such inquiries and investigations as would be deemed
appropriate by a reasonable businessperson in the laboratory services industry
in the prudent management of his or her business affairs.
a. The
Corporation is a corporation duly organized, validly existing and in good
standing under the Securities Exchange Act of 1934. The Corporation
has all requisite corporate power and authority to own and operate its
properties and assets, to execute and deliver this Subscription Agreement,
and,
to the extent applicable, to issue and sell the Shares, and to carry out the
provisions of this Subscription Agreement and to carry on its business as
currently conducted and as currently proposed to be conducted.
b. As
of the date of this Subscription Agreement, the Corporation has only one
Subsidiary (as defined herein): NeoGenomics, Inc., a Florida company,
d/b/a NeoGenomics Laboratories.. Except as set forth in the SEC
Documents, the Corporation does not own any ownership interest or profits
interest in any other corporation, limited liability corporation, limited
partnership or similar entity. Except as set forth in the SEC
Documents, the Corporation is not a participant in any joint venture,
partnership or similar arrangement. For the purpose of this
Agreement, “Subsidiaries” means, with respect to any
Person (as defined below) (including the Corporation), any corporation,
partnership, association or other business entity of which more than 50% of
the
issued and outstanding stock or equivalent thereof having ordinary voting power
is owned or controlled by such Person, by one or more Subsidiaries or by such
Person and one or more Subsidiaries of such Person. For purposes of
this Subscription Agreement, “Person” means any
individual, corporation, partnership, firm, joint venture, association, limited
liability Corporation, limited liability partnership, joint-stock Corporation,
trust, unincorporated organization or governmental entity.
c. The
authorized capital stock of the Corporation, immediately prior to this offering,
consists of: (i) common stock, par value $0.001 per share. Upon
consummation of the purchase and sale of the Shares contemplated by this
Subscription Agreement, all issued and outstanding Shares issued pursuant to
this Subscription Agreement will be: (a) duly authorized, validly issued, fully
paid and nonassessable, (b) issued in compliance with all applicable state
and
federal laws concerning the issuance of securities, and (c) free of any liens
or
encumbrances other than liens and encumbrances created by or imposed upon the
Investor. The issuance and sale of the Shares will not obligate the
Corporation to issue shares of Common Shares or other securities to any Person
(other than the placement agent) and will not result in a right of any holder
of
Corporation securities to adjust the exercise, conversion, exchange or reset
price under such securities. No further approval or authorization of
any stockholder, the Board of Directors of the Corporation or others is required
for the issuance and sale of the Shares. Except as described in the
SEC Documents, there are no stockholders agreements, voting agreements or other
similar agreements with respect to the Corporation’s capital stock to which the
Corporation is a party or, to the knowledge of the Corporation, between or
among
any of the Corporation’s stockholders. A complete list of
stockholders of the Corporation that are officers, directors and individuals
holding more than 5% of the outstanding Common Stock is included in the SEC
Documents.
d. All
corporate actions by or on behalf of the Corporation necessary for the
authorization of this Subscription Agreement, the performance of all obligations
of the Corporation hereunder and the authorization, sale, issuance and delivery
of the Shares pursuant to this Subscription Agreement have been taken or will
be
taken prior to issuance of the Shares. This Subscription Agreement
(assuming due execution and delivery by the Subscriber), when executed and
delivered, will be a valid and binding obligation of the Corporation enforceable
against the Corporation in accordance with its terms, subject to the effects
of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws related to or affecting creditors rights
generally. The execution, delivery and performance of, and the
consummation of the transactions contemplated by, this Subscription Agreement,
including without limitation the sale, issuance and delivery of the Shares,
have
not resulted and will not result in (a) any violation of, or default under,
or
conflict with, or constitute, with or without the passage of time or the giving
of notice or both, any violation of, or default under or give rise to any right
of termination, cancellation or acceleration under (i) any term or provision
of
(A) the Corporation’s Certificate of Incorporation or Bylaws, (B) any written
contract, agreement, instrument, arrangement or understanding of the Corporation
or any oral contract, agreement, instrument, arrangement or understanding that
is legally binding on the Corporation, or (C) any judgment, order, writ,
injunction or decree or any court, government agency or instrumentality of
any
arbitrator, in each case, to which the Corporation is a party or by which it
or
any of its properties or assets are bound or (ii) any statute, rule or
regulation applicable to the Corporation or any of its properties or assets
or
(b) the creation of any mortgage, lien, pledge, encumbrance or charge upon
any
of the properties or assets of the Corporation.
e. The
Corporation has filed all reports required to be filed by it under the Exchange
Act, for the two years preceding the date hereof (or
such shorter period as the Corporation was required by law to file such
material). As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Securities and Exchange
Commission (the “Commission”) promulgated hereunder, and none of the SEC
Documents, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The Corporation has advised the
Investor that a correct and complete copy of each of the SEC Documents (together
with all exhibits and schedules thereto and as amended to date) is available
at
http://www.sec.gov, a website maintained by the Commission where the
Investor may view the SEC Documents. The financial statements of the
Corporation included in the SEC Documents (the “Financial
Statements”) comply in all material respects with
applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of
filing. Such financial statements have been prepared in all material
respects in accordance with generally accepted accounting principles applied
on
a consistent basis during the periods involved (“GAAP”), except as
may be otherwise specified in such financial statements or the notes thereto,
and fairly present in all material respects the financial position of the
Corporation and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then
ended.
f. Since
the March 31, 2007 Balance Sheet Statement date (the “Statement
Date”), there has not been:
(i) Any
change in the assets, liabilities, financial condition, operations or, to the
Knowledge of the Corporation, any prospects of the Corporation, which
individually or in the aggregate has had or is reasonably likely to have a
material adverse effect on the assets, liabilities, financial condition,
operations or prospects of the Corporation;
(ii) Any
material change in the contingent obligations of the Corporation by way of
guaranty, endorsement, indemnity, warranty or otherwise;
(iii) Any
damage, destruction or loss adversely affecting the properties, Business or
financial condition of the Corporation, or to the Corporation’s Knowledge, its
prospects, whether or not covered by insurance, with a fair market value of
at
least $25,000, in each instance, or more than $50,000 in the
aggregate;
(iv) Any
waiver by the Corporation of a valuable right or of a debt in excess of $50,000
owed to it;
(v) To
the Corporation’s Knowledge, any labor organization activity of the employees of
the Corporation;
(vi) Any
other event or condition of any character that, either individually or
cumulatively, has materially and adversely affected the business, assets,
liabilities, financial condition or operations of the Corporation or, to the
Corporation’s Knowledge, its prospects.
g. Except
as disclosed in the SEC Documents, the Corporation has good and marketable
title
to its properties and assets, including the properties and assets reflected
in
the most recent balance sheet included in the Financial Statements, and good
title to its leasehold estates, in each case subject to no mortgage, pledge,
lien, lease, encumbrance or charge, other than (a) those resulting from taxes
which have not yet become delinquent, (b) minor liens and encumbrances which
do
not detract from the value of the property subject thereto or impair the
operations of the Corporation, (c) liens on equipment which are the result
of
such equipment being acquired through capital lease financing arrangements,
and
(d) those that have otherwise arisen in the ordinary course of
business. All facilities, machinery, equipment, fixtures, vehicles
and other properties owned, leased or used by the Corporation are in good
operating condition and repair and are fit and usable for the purposes for
which
they are being used. The Corporation is in material compliance with
all terms of each lease to which it is a party or is otherwise
bound.
h. With
respect to intellectual property of the Corporation:
(i) The
Corporation owns or possesses sufficient legal rights to use all patents,
applications for patents, trademarks, trademark registrations, applications
for
trademark registrations, service marks, trade names, copyrights, trade secrets,
computer software and applications, product related artwork and know-how
(including any registrations and applications for registration thereof),
licenses, information and other proprietary rights and
processes (collectively, “Intellectual
Property”), necessary for the business, and
Corporation’s use of the Corporation Intellectual Property has not and, to the
Corporation’s Knowledge, will not constitute any infringement of the rights of
any other person or entity.
(ii) Since
the Statement Date, there has not been any sale, assignment or transfer of
any
patents, trademarks, copyrights, trade secrets or other intangible assets of
the
Corporation.
i. The
Corporation is not in violation or default of any term of its Certificate of
Incorporation or its Bylaws (in each case, as amended to date), or of any
provision of any mortgage, indenture, contract, agreement, instrument or
contract to which it is party or by which it is bound or of any judgment,
decree, order, writ or any statute, rule, regulation, order or restriction
of
any domestic or foreign government or any instrumentality or agency thereof
applicable to the Corporation which individually or in the aggregate is
reasonably likely to materially and adversely affect the business, assets,
liabilities, financial condition, operations or prospects of the
Corporation.
j. With
respect to tax returns of the Corporation:
(i) the
Corporation has filed or caused to be filed all tax returns (federal, state
and
local) required to be filed by it (“Tax Returns”); and
(ii)
all
taxes shown to be due and payable on such Tax Returns, and any written
assessments imposed on the Corporation in respect of any taxable period ending
on or before the Closing have been paid or will be paid prior to the time they
become delinquent or are being contested in good faith. The
Corporation has not been advised in writing and has no Knowledge of any
deficiency, assessment or proposed adjustment to its federal, state or local
taxes.
k. With
respect to Corporation employees:
(i) (a) the
Corporation has no, and never has had any, collective bargaining agreements
with
any of its employees; (b) there is no labor union organizing activity pending
or, to the Corporation’s Knowledge, threatened with respect to the Corporation;
(c) except as disclosed in the SEC Documents, no employee has or is subject
to
any agreement or contract (including, without limitation, licenses, covenants
or
commitments of any nature) regarding his employment; (d) except as disclosed
in
the SEC Documents, none of its Employees is subject to any judgment, decree
or
order of any court or governmental agency, that would interfere with his or
her
duties to the Corporation or that would conflict with the Business as currently
conducted; (e) to the Corporation’s Knowledge, no employee, nor any consultant
with whom the Corporation has contracted, is in violation of any term of any
employment contract, proprietary information agreement or any other agreement
relating to the right of any such individual to be employed by, or to contract
with, the Corporation; and (f) the Corporation does not have any present
intention to terminate the employment of any officer or key
employee.
(ii) The
Corporation has not received written notice and has no Knowledge of any
outstanding or threatened claims against the Corporation or any affiliate
(whether under federal or state law, under any employment agreement, or
otherwise) asserted by any present or former Employee of the Corporation that,
individually or in the aggregate, if determined adversely to the Corporation,
would reasonably be expected to have a material adverse effect or materially
and
adversely affect the ability of the Corporation to perform its
obligations. To the Corporation’s Knowledge it is not in material
violation of any law, ordinance or governmental rule or regulation concerning
immigration or the employment of persons other than U.S. citizens.
l. The
Corporation has no interest in any real estate, except that the Corporation
leases the property at its offices in various locations (the “Leased Real
Property”). The Leased Real Property is adequate for the
operations of the business of the Corporation as currently conducted and as
contemplated to be conducted as of the date hereof. The Corporation
has paid all amounts due and has not received written notice and has no
Knowledge that it is in default under any real property lease and there exists
no condition or event, which, with the passage of time, giving of notice or
both, could reasonably be expected to give rise to a default under or breach
of
any real property lease.
m. The
representations, warranties and other statements contained in this Subscription
Agreement do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained herein
or therein not misleading.
n. The
Corporation is not an “investment Corporation”, or a Corporation “controlled” by
an “investment Corporation”, within the meaning of the Investment Company Act of
1940, as amended.
o. Noble
International Investments, Inc. (“Noble”) has been retained as a
placement agent for the Corporation. Under the terms of its
engagement with the Corporation, Noble shall receive a 5% cash fee of the gross
proceeds from investors it identifies to the Corporation, plus warrants to
purchase 5% of the number of shares so issued by the Corporation to such
investors. Such warrants will be exercisable for five years and will
have a strike price of $1.50/share. Noble is also entitled to be
reimbursed for its out of pocket expenses. Except for Noble,
the Corporation has not employed any unaffiliated broker or finder, or incurred
any liability for any brokerage or finders fees or any similar fees or
commissions in connection with the transactions contemplated by this
Agreement.
p. Except
as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry
or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending against or affecting the
Corporation, the Common Stock or any of the Corporation’s subsidiaries, wherein
to the Corporation’s Knowledge, an unfavorable decision, ruling or finding would
have a material adverse effect on the Corporation.
q. The
Corporation has agreed to file a Form D with respect to the sale of the Shares
as required under Regulation D. The Corporation shall, on or before
the closing date of the sale of the Shares to the Subscriber, take such action
as the Corporation shall reasonably determine is necessary to qualify the
Shares, or obtain an exemption for the Shares for sale to the Investor pursuant
to this Subscription Agreement under applicable securities or “Blue Sky” laws of
the states of the United States.
r. As
of the date of this Agreement, Aspen Select Healthcare, LP (“Aspen”), our
largest shareholder and an investment partnership controlled by one of the
members of our Board of Directors, is contemplating selling as many as 2.0
million shares of the Corporation’s Common Stock alongside of the Company in
this offering. Such sale of shares, if consummated by Aspen, will be
on terms identical to the terms offered by the Company pursuant to this
Subscription Agreement.
6. The
Subscriber understands and agrees that this subscription is subject to the
following terms and conditions:
a. This
subscription is irrevocable and the execution and delivery of this Agreement
will not constitute an agreement between the Subscriber and the Corporation
until this Agreement has been accepted by the Corporation;
b. The
Corporation can, in it sole discretion, reject a subscription as soon as
practicable after receipt of the Subscriber’s subscription. The
Subscriber will be promptly notified by the Corporation as to whether his
subscription has been accepted. If the Subscriber’s subscription is
not accepted, his check or wire transfer amount (less any applicable bank
charges) will be returned promptly and all of his obligations hereunder shall
terminate; and
c. This
subscription is not transferable or assignable, either before or after
acceptance hereof by the Corporation, and the Shares issuable on account of
this
subscription will only be issued in the name of, and delivered to, the
Subscriber.
7. Registration. In
accordance with that certain Registration Rights Agreement of even date
herewith, the Corporation shall prepare and file, no later than thirty (30)
days
from May 31, 2007 (the “Scheduled Filing Deadline”), with the United
States Securities and Exchange Commission (the “SEC”), a registration statement
on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3) under
the
Securities Act (the “Initial Registration Statement”) for the resale by
the Subscriber of the Shares. Further, the Company shall use its best
efforts to have the Initial Registration Statement declared effective by the
SEC
no later than ninety (90) days after the Scheduled Filing Deadline.
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8.
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Miscellaneous.
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a. The
representations, warranties and agreements made by the Subscriber herein have
been made with the intent that they be relied upon by the Corporation for
purposes of the offering. The Subscriber further undertakes to notify
the Corporation immediately of any change in any information supplied by the
Subscriber. If more than one person is signing this Agreement, each
representation, warranty and agreement shall be a joint and several
representation, warranty and agreement of each such Subscriber.
b. The
Subscriber unconditionally agrees to indemnify and hold the Corporation, its
officers, directors and shareholders or any other person who may be deemed
to
control the Corporation, and any of their counsel and accountants, harmless
from
any loss, liability, claim, damage or expense, arising out of the inaccuracy
of
any of the Subscriber’s, or his attorney’s or agent’s representations,
warranties or statements or the breach of any of the agreements contained
herein.
c. This
Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of Florida, without regard
to
its conflicts of law principles. All parties hereto (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Agreement shall be instituted only in a federal or state court in Miami-Dade
County, Florida, (ii) waive any objection which they may now or hereafter
have to the laying of the venue of any such suit, action or proceeding as
described in this Section 8, and (iii) irrevocably submit to the
jurisdiction of any federal or state court in Miami-Dade County, Florida in
any
suit, action or proceeding, but such consent shall not constitute a general
appearance or be available to any other person who is not a party to this
Agreement.
d. This
Agreement may be executed in counterparts and by facsimile, or by Adobe Acrobat
PDF file, each of which shall be deemed an original for all intents and
purposes.
[Signatures
Appear on the Following Pages]
TYPE
OF OWNERSHIP:
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Please
check one:
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_______________
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Individual (One
signature required)
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Joint
tenants with rights of survivorship (All parties must
sign)
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Tenants
by the Entirety (Both parties must sign)
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Tenants
in common (All parties must sign)
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_______________
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Corporation (Authorized
officer must sign)
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_______________
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Other
Entity (Specify type) (Authorized party must sign)
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Type: _________________________
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EXACT
REGISTRATION NAME(S) AND ADDRESS FOR
SHARE(S)
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Exact
Subscriber Name for Certificate:
__________________________________________
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Address: __________________________________________
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__________________________________________
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__________________________________________
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Point
of
Contact: __________________________________________
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Telephone
Number: __________________________________________
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Facsimile
Number: __________________________________________
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Tax
Payer ID #/
FEIN#: __________________________________________
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Special
Instructions: __________________________________________
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__________________________________________
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SIGNATURE
PAGE FOR INDIVIDUAL INVESTORS
IN
WITNESS WHEREOF, the Subscriber has executed this Subscription
Agreement this _____ day of ____________, 2007.
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Investor
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Signature:
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Print
Name:
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Investor
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Signature:
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Print
Name:
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SIGNATURE
PAGE FOR CORPORATE INVESTORS
IN
WITNESS WHEREOF, the Subscriber, intending to be legally bound, has
executed this Subscription Agreement this _____ day of _____________________,
2007.
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Name
of Corporation
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By:
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Signature
of authorized representative
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Title:
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Title
of authorized representative
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SIGNATURE
PAGE FOR PARTNERSHIP INVESTORS
IN
WITNESS WHEREOF, the Subscriber, intending to be legally bound, has
executed this Subscription Agreement this _____ day of _________________,
2007.
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Name
of Partnership
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By:
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Signature
of general partner
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Title:
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Title
of additional general partner if
required
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SIGNATURE
PAGE FOR TRUST INVESTORS
IN
WITNESS WHEREOF, the Subscriber, intending to be legally bound, has
executed this Subscription Agreement this _____ day of __________________,
2007.
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Name
of Trust
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By:
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Signature
of Trustee
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Title:
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Title
of additional Trustee if required
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CERTIFICATE
FOR CORPORATE, PARTNERSHIP OR TRUST SUBSCRIBER
The
Subscriber, an authorized officer, trustee or general partner of
_____________________________________________, hereby certifies
that:
(a) The
Subscriber has been duly formed and is validly existing under the laws of the
State of ____________, with full power and authority to invest in NeoGenomics,
Inc., a Nevada corporation; and
(b) The
Subscriber’s Subscription Agreement has been duly and validly authorized,
executed and delivered on behalf of the Subscriber and, upon the Corporation’s
acceptance of the Subscriber’s subscription, the Subscription Agreement will
constitute the valid, binding and enforceable agreement of the
Subscriber.
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Name
of Subscriber
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Signature
of an authorized corporate officer,
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general
partner or trustee
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Date
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Title
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