EXHIBIT 10.3 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Chromavision Medical Systems Inc • May 10th, 2004 • Laboratory analytical instruments • Delaware
ANDDistribution Agreement • November 14th, 1997 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Missouri
ARTICLE II REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • July 12th, 2001 • Chromavision Medical Systems Inc • Laboratory analytical instruments • New York
EXHIBIT 99.2 CHROMAVISION MEDICAL SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of March 25, 2004, by and among ChromaVision Medical Systems, Inc., a Delaware corporation...Registration Rights Agreement • April 1st, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments • New York
1 EXHIBIT 4.2Rights Agreement • March 12th, 1999 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Illinois
ARTICLE I DEFINITIONSStockholders' Agreement • April 30th, 1997 • Chromavision Medical Systems Inc • Delaware
EXHIBIT 4.3 AMENDMENT NO. 3 TO RIGHTS AGREEMENT This Amendment No. 3 to Rights Agreement (this "Amendment") is made and entered into as of this 11th day of June, 2002 by and between ChromaVision Medical Systems, Inc., a Delaware corporation (the...Rights Agreement • June 17th, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2003 • Chromavision Medical Systems Inc • Laboratory analytical instruments
EXHIBIT 10.21 CONTRIBUTION AGREEMENT CONTRIBUTION AGREEMENT dated as of May 13, 1996 between XL Vision, Inc., a Delaware corporation ("XL"), and MicroVision, Inc., a Delaware corporation ("MV"). WHEREAS, XL wishes to reorganize certain of its...Contribution Agreement • April 30th, 1997 • Chromavision Medical Systems Inc • Delaware
1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("AGREEMENT") is entered into as of July 10, 2001 by and between CHROMAVISION MEDICAL SYSTEMS, INC., a Delaware corporation with offices at 33171 Paseo Cerveza, San Juan...Registration Rights Agreement • July 12th, 2001 • Chromavision Medical Systems Inc • Laboratory analytical instruments • New York
EXHIBIT 99.3 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Chromavision Medical Systems Inc • February 12th, 2004 • Laboratory analytical instruments
BACKGROUNDSecurities Purchase Agreement • February 12th, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
EXHIBIT 4.3Rights Agreement • July 2nd, 1999 • Chromavision Medical Systems Inc • Laboratory analytical instruments
BACKGROUNDSecurities Purchase Agreement • February 28th, 2003 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
LOAN AGREEMENTLoan Agreement • March 31st, 2003 • Chromavision Medical Systems Inc • Laboratory analytical instruments • California
EXHIBIT 10.1 PURCHASE AGREEMENT THIS AGREEMENT is made as of the __ day of September, 1999, by and among ChromaVision Medical Systems, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at...Purchase Agreement • September 28th, 1999 • Chromavision Medical Systems Inc • Laboratory analytical instruments • New York
Exhibit 10.9 MASTER LEASE AGREEMENT dated us of June 23, 2004 ("Agreement") THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any. "LESSOR") and ChromaVision Oncology Services, Inc....Master Lease Agreement • August 9th, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments
1 EXHIBIT 10.2 UR-NAP APPLICATION DEVELOPMENT AGREEMENT AND RIGHT OF FIRST REFUSAL OF NEW APPLICATIONS This Agreement is made and entered into as of the 22nd day of October, 1997, by and between the CHROMAVISION MEDICAL SYSTEMS, Inc., San Juan...Development Agreement • November 14th, 1997 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Missouri
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("AGREEMENT") is entered into as of February 26, 2003 between ChromaVision Medical Systems, Inc., a Delaware corporation (the "COMPANY") and Safeguard Delaware, Inc., a...Registration Rights Agreement • February 28th, 2003 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • April 1st, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments • New York
BACKGROUNDStock Purchase Agreement • June 17th, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments • New York
1 EXHIBIT 10.2 [BofA LOGO] BANK OF AMERICA BUSINESS LOAN AGREEMENT NATIONAL TRUST AND SAVINGS ASSOCIATION This Agreement dated as of June 9, ,1998 is between Bank of America National Trust and Savings Association (the "Bank") and CHROMAVISION MEDICAL...Chromavision Medical Systems Inc • August 12th, 1998 • Laboratory analytical instruments • California
EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("AGREEMENT") is entered into as of June 13, 2002 between ChromaVision Medical Systems, Inc., a Delaware corporation (the "COMPANY"), and Safeguard Delaware, Inc., a...Registration Rights Agreement • June 17th, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
EXHIBIT 99.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is entered into as of February 10, 2004 between ChromaVision Medical Systems, Inc., a Delaware corporation (the "COMPANY") and Safeguard Delaware, Inc., a...Registration Rights Agreement • February 12th, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
EXHIBIT 4.1 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES...Securities Purchase Agreement • June 17th, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments
DRAFT 062797 EXHIBIT 1.1 CHROMAVISION MEDICAL SYSTEMS, INC. 6,720,000 Shares of Common Stock (Par Value $.01 Per Share) Standby Underwriting Agreement Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5391 Adams,...Chromavision Medical Systems Inc • July 1st, 1997 • Laboratory analytical instruments • New York
BACKGROUNDSecurities Purchase Agreement • June 17th, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
EXHIBIT 10.10 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the 31st day of January, 2000, between ChromaVision Medical Systems, Inc., a Delaware corporation (the "Company"), and incuVest LLC, a Delaware limited liability company (the...Stock Purchase Agreement • April 2nd, 2001 • Chromavision Medical Systems Inc • Laboratory analytical instruments • California
COMMON STOCK PURCHASE WARRANTClarient, Inc • September 25th, 2006 • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Safeguard Delaware, Inc., a Delaware corporation (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 23, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on September 23, 2010 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clarient, Inc., a corporation incorporated in the State of Delaware (the “Company”), up to 624,306 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.98, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defin
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NETChromavision Medical Systems Inc • August 8th, 2005 • Laboratory analytical instruments
EXHIBIT 10.1 AMENDMENT TO STOCK PURCHASE AGREEMENT This Amendment to Stock Purchase Agreement (this "Amendment") is made as of the 18th day of April, 2001 between ChromaVision Medical Systems, Inc., a Delaware corporation (the "Company"), and...Stock Purchase Agreement • May 15th, 2001 • Chromavision Medical Systems Inc • Laboratory analytical instruments
EXHIBIT 10.3 October 18, 2002 Kevin O'Boyle c/o ChromaVision Medical Systems, Inc. 33171 Paseo Cerveza San Juan Capistrano, CA 92675 Dear Kevin, The purpose of this letter is consolidate into one document our agreement as to the terms of your...Chromavision Medical Systems Inc • March 31st, 2003 • Laboratory analytical instruments
AGREEMENT AND PLAN OF MERGER among GENERAL ELECTRIC COMPANY, CRANE MERGER SUB, INC. and CLARIENT, INC. Dated as of October 22, 2010Agreement and Plan of Merger • October 22nd, 2010 • Clarient, Inc • Services-medical laboratories • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of October 22, 2010 (this “Agreement”) and is by and among General Electric Company, a New York corporation (“Parent”), Crane Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (the “Purchaser”), and Clarient, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
1 EXHIBIT 10.1 SETTLEMENT AND LICENSE AGREEMENT This Settlement And License Agreement ("Agreement") is entered into as of April 21, 1998 (the "Effective Date"), by and between ChromaVision Medical Systems, Inc., a Delaware corporation (ChromaVision),...Settlement and License Agreement • May 14th, 1998 • Chromavision Medical Systems Inc • Laboratory analytical instruments • California
BACKGROUNDRegistration Rights Agreement • April 30th, 1997 • Chromavision Medical Systems Inc • Delaware
