COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories
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 [DATE OF ISSUANCE] (the “Initial Exercise Date”) and on or prior to the close of business on [FIVE YEAR ANNIVERSARY OF DATE OF ISSUANCE] (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 $ , and the Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein, provided however that in no event shall the Exercise Price
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of February 27, 2009, by and between Clarient. Inc., a Delaware corporation (the “Company”), Safeguard Delaware, Inc., a Delaware corporation (“SDI”), Safeguard Scientifics, Inc., a Pennsylvania corporation (“SSI”), and Safeguard Scientifics (Delaware), Inc., a Delaware corporation (“Safeguard Delaware”). Each of SDI, SSI and Safeguard Delaware are referred to herein as a “Safeguard Entity” and SDI, SSI and Safeguard Delaware are referred to collectively herein as the “Safeguard Entities.”
AFFIRMATION OF GUARANTYGuaranty • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories
This AFFIRMATION OF GUARANTY is made as of February 27, 2009 (“Affirmation”), by and among SAFEGUARD DELAWARE, INC. (“SDI”), SAFEGUARD SCIENTIFICS (DELAWARE), INC. (“SSI”; collectively with SDI, “Guarantors”, each, a “Guarantor”) and COMERICA BANK (“Bank”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories • Pennsylvania
This Second Amendment to Credit Agreement (“Amendment”) is made as of this 27th day of February, 2009, by and among Gemino Healthcare Finance, LLC (“Lender”) and Clarient, Inc., Clarient Diagnostic Services, Inc. and ChromaVision International, Inc. (collectively, the “Borrowers”).
AFFIRMATION AND AMENDMENT OF SUBORDINATION AGREEMENTSubordination Agreement • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories
This AFFIRMATION OF SUBORDINATION AGREEMENT (this “Affirmation”) is made as of February 27, 2009, by the undersigned creditor (“Creditor”) for the benefit of Comerica Bank (“Bank”).
SECOND AMENDED AND RESTATED SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT BY AND BETWEEN CLARIENT, INC. AND SAFEGUARD DELAWARE, INC. DATED FEBRUARY 27, 2009Senior Subordinated Revolving Credit Agreement • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories • Delaware
THIS SECOND AMENDED AND RESTATED SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into February 27, 2009, by and among CLARIENT, INC, a Delaware corporation (“Borrower”), and SAFEGUARD DELAWARE, INC., a Delaware corporation (the “Lender”).
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories
This Fifth Amendment to Amended and Restated Loan Agreement is entered into as of February 27, 2009 (the “Amendment”) by and between COMERICA BANK (“Bank”) and CLARIENT, INC. (“Borrower”).
THIRD AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT AND INDEMNITY AGREEMENTReimbursement and Indemnity Agreement • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories • Pennsylvania
This Third Amendment to Amended and Restated Reimbursement and Indemnity Agreement (this “Amendment”) is entered into as of February 27, 2009, by and among CLARIENT, INC., a Delaware corporation (“Clarient”), SAFEGUARD DELAWARE, INC., a Delaware corporation (“SDI”) and SAFEGUARD SCIENTIFICS (DELAWARE), INC., a Delaware corporation (“SSI” , and together with SDI, “Safeguard”).
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • March 2nd, 2009 • Clarient, Inc • Services-medical laboratories
To induce Gemino Healthcare Finance, LLC (“Lender”) to establish a credit facility for making loans and extending credit from time to time for the benefit of Clarient, Inc. (“Clarient”), Clarient Diagnostic Services, Inc., ChromaVision International, Inc., and such other Persons joined to the Credit Agreement as “Borrowers” from time to time (collectively with Clarient, the “Borrowers” and each individually referred to as a “Borrower”) pursuant to the terms of that certain Credit Agreement among Borrowers and Lender dated as of even date herewith (as amended, extended, modified, supplemented, restated or replaced from time to time, the “Credit Agreement”), Safeguard Delaware, Inc., Safeguard Scientifics, Inc. and Safeguard Scientifics (Delaware), Inc. (collectively and individually as context requires, “Undersigned”) hereby agrees as follows:
