ANDDistribution Agreement • November 14th, 1997 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Missouri
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...Warrant Agreement • May 10th, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Warrant Agreement • April 1st, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments
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
ARTICLE I DEFINITIONSStockholders' Agreement • April 30th, 1997 • Chromavision Medical Systems Inc • Delaware
EXHIBIT 4.3Rights Agreement • July 2nd, 1999 • Chromavision Medical Systems Inc • Laboratory analytical instruments
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 Agreement • May 14th, 1998 • 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 10.21 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
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2003 • Chromavision Medical Systems Inc • Laboratory analytical instruments
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 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
BACKGROUNDSecurities Purchase 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...Warrant Agreement • June 17th, 2002 • 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
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...Business Loan Agreement • August 12th, 1998 • Chromavision Medical Systems Inc • Laboratory analytical instruments • California
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
Exhibit 10.7 [CHROMA VISION LOGO] June 9, 2004 Richard J. Cote, M.D. 911 Hilts Avenue Los Angeles, CA 90024 Dear Richard: ChromaVision Medical Systems, Inc. (the "Company") is pleased to enter into this letter agreement (the "Letter Agreement") with...Employment Agreement • August 9th, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • April 1st, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments • New York
Exhibit 10.8 [CHROMA VISION LOGO] June 18, 2004 Mr. Ronald Andrews 2131 Deer Oak Way Danville, CA 94506 Dear Ron: ChromaVision Medical Systems, Inc. (the "Company") is pleased to enter into this letter agreement (the "Letter Agreement") with you (the...Employment Agreement • August 9th, 2004 • Chromavision Medical Systems Inc • Laboratory analytical instruments
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
BACKGROUNDStock Purchase Agreement • June 17th, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments • New York
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
AGREEMENTShareholder Agreement • April 1st, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
1 EXHIBIT 4.2Rights Agreement • March 12th, 1999 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Illinois
EXHIBIT 10.2 AMENDMENTMaster Security Agreement • November 14th, 2003 • Chromavision Medical Systems Inc • Laboratory analytical instruments
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 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
BACKGROUNDSecurities Purchase Agreement • June 17th, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Delaware
WARRANTWarrant Agreement • June 17th, 2002 • Chromavision Medical Systems Inc • Laboratory analytical instruments
EXHIBIT 10.2 January 31, 2003 Douglas S. Harrington, M.D. 906 Camino Ibiza San Clemente, CA 92672 Dear Doug, The purpose of this letter is consolidate into one document our agreement as to the terms of the discontinuation of your employment by...Employment Agreement • March 31st, 2003 • Chromavision Medical Systems Inc • Laboratory analytical instruments
EXHIBIT 10.3 January 10, 2001 Kevin O'Boyle c/o ChromaVision Medical Systems, Inc. 33171 Paseo Cerveza San Juan Capistrano, CA 92675 Dear Kevin, In order to provide a further inducement for you to remain in the employ of ChromaVision Medical Systems,...Employment Agreement • April 2nd, 2001 • Chromavision Medical Systems Inc • Laboratory analytical instruments
COMMON STOCK PURCHASE WARRANTWarrant Agreement • November 9th, 2005 • Clarient, Inc • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, (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 November 9, 2005 (the “Initial Exercise Date”) and on or prior to the close of business on November 9, 2009 (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 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 $1.35, 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 defined herein shall have the meanings set forth in that certain S
