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0001104659-09-020724 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 27th, 2009 • Clarient, Inc • Services-medical laboratories • Delaware

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 25, 2009, by and among CLARIENT, INC., a Delaware corporation, with headquarters located at 31 Columbia, Aliso Viejo, California 92656 (the “Company”), and OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP, a Delaware limited partnership, with headquarters located at One Gorham Island, Westport, Connecticut 06880 (the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in Section 9(r) hereof.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 27th, 2009 • Clarient, Inc • Services-medical laboratories • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 26, 2009, is by and among CLARIENT, INC., a Delaware corporation (the “Company”), and the undersigned Purchaser (the “Purchaser”).

AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 27th, 2009 • Clarient, Inc • Services-medical laboratories • Delaware

This Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of March 26, 2009, by and among CLARIENT, INC., a Delaware corporation (the “Company”), SAFEGUARD DELAWARE, INC., a Delaware corporation (“Purchaser”)

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 27th, 2009 • Clarient, Inc • Services-medical laboratories • Delaware

This Indemnification Agreement (“Agreement”) is entered into as of the 26th day of March, 2009 by and between Clarient, Inc. a Delaware corporation (the “Company”) and (“Indemnitee”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 27th, 2009 • Clarient, Inc • Services-medical laboratories • California

THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made as of this 26th day of March, 2009, by the undersigned (“Pledgor”) in favor of Comerica Bank (“Bank”).

FIRST AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT
Senior Subordinated Revolving Credit Agreement • March 27th, 2009 • Clarient, Inc • Services-medical laboratories

THIS FIRST AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT (this “First Amendment”) is made and entered into March 26, 2009, by and among CLARIENT, INC, a Delaware corporation (“Borrower”), and SAFEGUARD DELAWARE, INC., a Delaware corporation (the “Lender”). Capitalized terms used but not defined herein shall have the meanings given to them in that certain Second Amended and Restated Senior Subordinated Revolving Credit Agreement (the “Agreement”) dated February 27, 2009, by and between Borrower and Lender.

STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 27th, 2009 • Clarient, Inc • Services-medical laboratories • Delaware

STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of March 26, 2009, by and among Safeguard Delaware, Inc., a Delaware corporation, Safeguard Scientifics, Inc., a Pennsylvania corporation, Safeguard Scientifics (Delaware), Inc., a Delaware corporation (collectively, the “Safeguard Entities”), and Oak Investment Partners XII, Limited Partnership, a Delaware limited partnership (“Oak”). Each of the Safeguard Entities and Oak are referred to as “Stockholders” herein.