FOURTH AMENDMENT AND JOINDER TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2009 • Clarient, Inc • Services-medical laboratories • Pennsylvania
This Fourth Amendment and Joinder to Credit Agreement (“Amendment”) is made as of this 21st day of December, 2009, by and among Gemino Healthcare Finance, LLC (“Lender”) and Clarient, Inc., Clarient Diagnostic Services, Inc. and ChromaVision International, Inc. (collectively, the “Existing Borrowers”) and Applied Genomics, Inc. (“Joining Borrower” and together with the Existing Borrowers, the “Borrowers” and each individually referred to as a “Borrower”).
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. AGREEMENT AND PLAN OF...Merger Agreement • December 23rd, 2009 • Clarient, Inc • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of December 21, 2009, by and among Clarient, Inc., a Delaware corporation (“Parent”), Clarient Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Applied Genomics, Inc., a Delaware corporation (the “Company”), each of the stockholders of the Company listed on the signature pages hereto who may from time to time execute a counterpart signature page to this Agreement (each a “Stockholder” and, collectively, the “Stockholders”), and Robert S. Seitz, an individual resident of the State of Alabama, as representative of the stockholders of the Company pursuant to Section 7.1(a) (the “Stockholders’ Representative”). Certain capitalized terms used herein are defined in Exhibit A to this Agreement.
