[Confidential Treatment Requested. Confidential portions of this document have been
redacted and have been separately filed with the Securities and Exchange Commission]
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this
“ Agreement ”) is entered into on this 14
day of April 2009 (the “ Effective Date ”), by and among
NEOGENOMICS LABORATORIES, INC. , a Florida corporation formerly known as NeoGenomics, Inc.
(“ Borrower ”), NEOGENOMICS, INC., a Nevada corporation (“ Guarantor ”, together with Borrower,
each individually a “ Credit Party ” and collectively, the “ Credit Parties ”), and CAPITALSOURCE
FINANCE LLC , a Delaware limited liability company, as agent for the lender under the Credit Agreement
referred to below (“ Agent ”).
A. Credit Parties and CapitalSource Finance LLC (together with its successors and assigns, CSF
”) have entered into that certain Revolving Credit and Security Agreement, dated as of February 1, 2008 as
amended by that certain First Amendment to Revolving Credit and Security Agreement dated November 3,
2008 (as may be amended, restated, supplemented, or otherwise modified from time to time, the “ Credit
B. Pursuant to Section 15.2 of the Credit Agreement, CSF assigned the Revolving Facility to
CapitalSource Bank (“ Lender ”).
C. Pursuant to Section 15.12 of the Credit Agreement, Lender has designated Agent as its agent
for taking certain actions under the Loan Agreement.
D. Credit Parties have requested that Agent agree to make certain amendments to the Credit
Agreement. Agent has agreed to this request on the conditions set forth in this Agreement.
E. Pursuant to the terms and conditions of this Agreement, Credit Parties and Agent have agreed
to amend certain provisions of the Credit Agreement.
NOW, THEREFORE, in consideration of the pr