[Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission]

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into on this 26th day of March, 2012 (the “Effective Date”), by and among NEOGENOMICS LABORATORIES, INC., a Florida corporation (“Borrower”), NEOGENOMICS, INC., a Nevada corporation (“Guarantor”, together with Borrower, individually, a “Credit Party” and collectively, the “Credit Parties”) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Lender”) as agent for the lenders to the Credit Agreement.

RECITALS

A. The Credit Parties and Lender have entered into that certain Amended and Restated Revolving Credit and Security Agreement, dated as of April 26, 2010 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. The Credit Parties have requested that Lender agree to make certain amendments to the Credit Agreement. Lender has agreed to this request on the conditions set forth in this Agreement.

C. Pursuant to the terms and conditions of this Amendment, the Credit Parties and the Lender have agreed to amend certain provisions of the Credit Agreement.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

AGREEMENT

ARTICLE I - DEFINITIONS

1.01 Definitions. Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended hereby, unless otherwise stated.

ARTICLE II – AMENDMENT

2.01 Amendment to Recitals of the Credit Agreement.

(a) The First recital of the Credit Agreement is hereby amended by deleting it in its entirety.

(b) The Second recital of the Credit Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

WHEREAS, Borrower has requested that Lender make available to Borrower a revolving credit facility (the “Revolving Facility”) in a maximum principal amount at any time outstanding of up to Eight Million and 00/100 Dollars ($8,000,000.00) (such amount as of the date hereof and as such amount may be increased from time to time as provided in Section 2.1(d) of this Agreement, the “Facility Cap”), the proceeds of which shall be used by Borrower as a provider of healthcare services and for the generation and/or acquisition of Accounts, and for other lawful purposes not prohibited hereunder;

2.02 Amendment to Section 1.2 of the Credit Agreement. Effective as of the Effective Date, Section 1.2 is hereby amended as follows:

(a) The definition of “Facility Cap” is hereby deleted in its entirety and replaced with the following:

“Facility Cap” shall have the meaning assigned to such term in the first Recital and shall include any increase in the principal amount thereof pursuant to Section 2.1.

(b) The definition of “Minimum Termination Fee” is hereby deleted in its entirety and replaced with the following:

“Minimum Termination Fee” shall mean (for the time period indicated) the amount equal to (i) 2.5% of the Facility Cap, if the Revolver Termination is at any time before March 26, 2013; (ii) 1.5% of the Facility Cap, if the Revolver Termination is after March 26, 2013 but before March 26, 2014; and (iii) 0.5% of the Facility Cap, if the Revolver Termination is on or after March 26, 2014. There shall be no Minimum Termination Fee if the Revolver Termination occurs within five (5) days of the end of the Term.

(c) The definition of “Permitted Indebtedness” is modified as follows:

Subparagraph (iii) is hereby deleted in its entirety and replaced with the following:

(iii) Capitalized Lease Obligations and Indebtedness incurred to purchase Goods and secured by purchase money Liens constituting Permitted Liens: (A) in aggregate amount outstanding at any time not to exceed (1) $12,000,000 at any time before March 26, 2013, (2) $15,000,000 on or after March 26, 2013 but before March 26, 2014, and (3) $18,000,000 on or after March 26, 2014, in each of (1), (2) and (3) less the outstanding amount of such Indebtedness identified on Schedule 9.2 upon the incurrence of such Indebtedness and after giving effect thereto no Default or Event of Default shall exist and be continuing and (B) in an aggregate amount in excess of any of the thresholds specified in subparagraph (A), provided, that, (1) ten (10) Business Days prior to the incurrence of such Indebtedness Borrower shall have provided pro forma financial statements along with any other supporting documentation required by Lender evidencing that Borrower would have been in compliance with the financial covenants set forth on Annex 1 hereto for the immediately preceding Test Period (as defined on Annex 1 hereto), if such Indebtedness had been incurred on the first day of such Test Period, (2) prior to the incurrence of such Indebtedness Borrower shall have received Lender’s written confirmation of its agreement with such pro forma financial statements; and (3) upon the incurrence of such Indebtedness and after giving effect thereto no Default or Event of Default shall exist and be continuing,

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(d) The definition of “Term” is hereby deleted in its entirety and replaced with the following:

“Term” shall mean the period commencing on the Closing Date and ending on March 26, 2015.

2.03 Amendment to Section 2.1 of the Credit Agreement. Effective as of the Effective Date Section 2.1 of the Credit Agreement is hereby amended by adding the following new clause (d) at the end of such section:

(d) Borrower may, no more than twice during the Term of this Agreement, request to increase the amount of the Facility Cap as in effect on any date of determination; provided, that, in connection with any such request, Borrower shall (x) provide such request in writing, (y) certify to Lender that no Default or Event of Default has occurred and is continuing or would be caused by such request, and (z) state the requested effective date of such increase in the Facility Cap, which in no event may be more than forty-five (45) or less than fifteen (15) Business Days after the date of such request. All such requests shall be made in increments of $1,000,000. Upon Lender’s written consent to such request, which consent may be granted or withheld by Lender in Lender’s sole discretion, and upon payment by Borrower to Lender of a commitment fee equal to 1% of the requested increase in the Facility Cap, Borrower’s requested increase of the Facility Cap will become effective on the date requested.

2.04 Amendment to Section 3.1 of the Credit Agreement. Effective as of the Effective Date, Section 3.1 of the Credit Agreement is hereby amended and restated by deleting “the LIBOR shall be not less than 2.0%” from such section and replacing it with “the LIBOR shall be not less than 1.0%”.

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2.05 Amendment to Section 8.7 of the Credit Agreement. Effective as of the Effective Date, clause (A) of Section 8.7 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(A) Borrower shall not be obligated to reimburse Lender for more than two (2) visits, inspections, examinations and audits under the foregoing clause (i) conducted during any fiscal year while no Default or Event of Default exists and the maximum expenses charged to Borrower under each such audit shall be the lesser of (1) $12,500 or (2) the sum of $850 per auditor per day plus all out-of-pocket expenses of Lender (it being agreed and understood that the Borrower shall be Obligated to reimburse Lender for all such visits, inspections, examinations and audits conducted while any Default or Event of Default exists). Lender agrees to provide Borrower an invoice detailing the costs including the number of man hours expended and the expenses of each such audit at least ten (10) Business Days prior to charging such amounts as an Advance under the Revolving Facility; and

2.06 Amendment to Section 13.1(a) of the Credit Agreement. Effective as of the Effective Date, Section 13.1(a) of the Credit Agreement is hereby amended by:

(a) deleting “thirty calendar” from the second sentence of such section and replacing it with “fifteen calendar”; and

(b) deleting “thirty (30)” from the third sentence of such section and replacing it with “fifteen (15)”.

2.07 Amendment to Annex I of the Credit Agreement. Effective as of the Effective Date, Annex I of the Credit Agreement is hereby amended by deleting the definition of “Fixed Charge Coverage Ratio” in its entirety and replacing it with the following:

“Fixed Charge Coverage Ratio” shall mean, as of any date of determination, for Borrower collectively on a consolidated basis, the ratio of (a) the sum of Adjusted EBITDA for the Test Period ended as of such date plus an amount equal to the daily average for the immediately preceding month of the sum of unrestricted cash on hand, unrestricted Cash Equivalents and unused Availability for the last month of the Test Period ended as of such date, to (b) Fixed Charges for the Test Period ended as of such date.

2.08 Amendment to Schedules to Credit Agreement. Effective as of the Effective Date the Schedules to the Credit Agreement are deleted in their entirety and replaced with the Schedules attached as Exhibit A hereto.

ARTICLE III- CONDITIONS PRECEDENT

3.01 Conditions to Effectiveness. The effectiveness of this Amendment against Lender is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Lender in its sole discretion, unless specifically waived in writing by Lender:

(a) Lender shall have received this Amendment duly executed by each party thereto;

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(b) the representations and warranties contained herein and in all other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers contained in the Loan Documents);

(c) no Default or Event of Default shall be in existence;

(d) Lender shall have received all fees, charges and expenses payable to Lender as required by this Amendment, including the Commitment Fee (as hereinafter defined), and in connection with this Amendment and the documentation related hereto, including, but not limited to, reasonable legal fees and out-of-pocket costs, (including reasonable in-house counsel fees and expenses), and Borrower hereby authorize Lender to charge such amounts as an Advance under the Revolving Facility;

(e) Lender shall have received Good Standing Documents of Borrower;

(f) Lender shall have received a certificate of the corporate secretary or assistant secretary of each Borrower dated as of the date hereof, certifying the resolutions of the Board of Directors of each Credit Party authorizing the execution of this Amendment, in form and substance acceptable to Lender; and

(g) Lender shall have received an updated report of Uniform Commercial Code financing statement, tax and judgment lien searches performed with respect to Borrower in each jurisdiction determined by Lender in its sole discretion, and such report shall show no Liens on the Collateral (other than Permitted Liens), required by any Loan Document or under law or requested by Lender to be filed, registered or recorded to create in favor of Lender, a perfected first priority security interest upon the Collateral;

ARTICLE IV- RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

4.01 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the Loan Documents are ratified and confirmed and shall continue in full force and effect. The Credit Parties hereby ratify and confirm that the Liens granted under the Credit Agreement secure all obligations and indebtedness now, hereafter or from time to time made by, owing to or arising in favor of Lender pursuant to the Loan Documents (as now, hereafter or from time to time amended). The Credit Parties and Lender agree that the Credit Agreement and the Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.

4.02 Representations and Warranties. The Credit Parties hereby, jointly and severally, represent and warrant to Lender that:

(a) The representations and warranties made by the Credit Parties (other than those made as of a specific date) contained in the Credit Agreement, as amended hereby, and each Loan Document are true and correct in all material respects (except that, for those representations and warranties already qualified by concepts of materiality, those representations and warranties shall be true and correct in all respects) on and as of the date hereof and as of the date of execution hereof as though made on and as of each such date;

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(b) No Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing;

(c) No Borrower has amended its certificate of incorporation or bylaws (or any other equivalent governing agreement or document), as applicable, since the date of the Credit Agreement;

ARTICLE V – COMMITMENT FEE

5.01 Commitment Fee. Borrower agrees to pay Lender $80,000 as a commitment fee (the “Commitment Fee”), which fee shall be due and payable on the date hereof. Borrower hereby authorizes Lender to charge such fee as an Advance on the date hereof and shall be fully earned by Lender when so charged.

ARTICLE VI – MISCELLANEOUS PROVISIONS

6.01 Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement, or any Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon them.

6.02 Reference to Credit Agreement. Each of the Credit Agreement and the Loan Documents, and any and all Loan Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby.

6.03 Expenses of Lender. As provided in the Credit Agreement, the Credit Parties agree to pay on demand all costs and expenses incurred by Lender in connection with the preparation, negotiation, and execution of this Amendment and the Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of Lender’s legal counsel, and all costs and expenses incurred by Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any Loan Documents, including, without, limitation, the reasonable costs and fees of Lender’s legal counsel. Notwithstanding the forgoing, Lender agrees that its fees and expenses in connection with the preparation, negotiation, and execution of this Amendment shall not exceed $10,000 unless otherwise agreed upon in writing by the Borrower.

6.04 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

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6.05 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Lender and the Credit Parties and their respective successors and assigns, except that the Credit Parties may not assign or transfer any of their rights or obligations hereunder without the prior written consent of Lender.

6.06 Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Any signature delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature hereto.

6.07 Effect of Waiver. No consent or waiver, express or implied, by Lender to or for any breach of or deviation from any covenant or condition by the Credit Parties shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

6.08 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

6.09 Applicable Law. THIS AMENDMENT AND ALL LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE CHOICE OF LAW SET FORTH IN THE CREDIT AGREEMENT.

6.10 Final Agreement. THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AGREEMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE CREDIT PARTIES AND LENDER.

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6.11 Release. THE CREDIT PARTIES HEREBY ACKNOWLEDGE THAT THEY HAVE NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. THE CREDIT PARTIES HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE LENDER AND LENDERS, AND ANY OF THEIR RESPECTIVE PREDECESSORS, AGENTS, ATTORNEYS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE CREDIT PARTIES MAY NOW OR HEREAFTER HAVE AGAINST LENDER, OR ANY OF THEIR RESPECTIVE PREDECESSORS, ATTORNEYS, AGENTS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

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IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first written above.

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EXHIBIT A

AMENDED AND RESTATED CREDIT AGREEMENT SCHEDULES

[***] Information redacted pursuant to a confidential treatment request. An unredacted version of this Agreement has been filed separately with the Securities and Exchange Commission.

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[***] Information redacted pursuant to a confidential treatment request. An unredacted version of this Agreement has been filed separately with the Securities and Exchange Commission.

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[***] Information redacted pursuant to a confidential treatment request. An unredacted version of this Agreement has been filed separately with the Securities and Exchange Commission.

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