AGREEMENT AND PLAN OF MERGER among GENERAL ELECTRIC COMPANY, CRANE MERGER SUB, INC. and CLARIENT, INC. Dated as of October 22, 2010Merger Agreement • November 1st, 2010 • General Electric Co • Electronic & other electrical equipment (no computer equip) • 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.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 1st, 2010 • General Electric Co • Electronic & other electrical equipment (no computer equip) • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 22, 2010 by and among General Electric Company, a New York corporation (“Parent”), Crane Merger Sub, Inc., a Delaware corporation and indirect, wholly owned subsidiary of Parent (“Purchaser”), and Oak Investment Partners XII, Limited Partnership (“Stockholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 1st, 2010 • General Electric Co • Electronic & other electrical equipment (no computer equip)
The undersigned hereby agree that the Statement on Schedule 13D, dated November 1, 2010 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Clarient, Inc. is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
