COMMON STOCK PURCHASE WARRANTChromavision Medical Systems Inc • August 4th, 2005 • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Safeguard Delaware, Inc. (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 August 1, 2005 (the “Initial Exercise Date”) and on or prior to the close of business on August 1, 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 fifty thousand (50,000) 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 $2.00. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
WAIVER AND FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 4th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments
This Waiver and Fifth Amendment to Loan Agreement (this “ Waiver and Amendment”) is entered into as of August 1, 2005, by and between COMERICA BANK (“Bank”), and CLARIENT, INC., a Delaware corporation, formerly known as Chromavision Medical Systems, Inc. (“Borrower”).
SECOND AMENDED AND RESTATED UNCONDITIONAL GUARANTY (Corporate)Unconditional Guaranty • August 4th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments • California
For and in consideration of the loan by COMERICA BANK (“Bank”) to CLARIENT, INC., a Delaware corporation, formerly known as Chromavision Medical Systems, Inc. (“Borrower”), which loan is made pursuant to a Loan Agreement dated as of February 13, 2003, as amended from time to time, including but not limited to that certain First Amendment to Loan and Security Agreement dated as of October 21, 2003, that certain Second Amendment to Loan and Security Agreement dated as of January 22, 2004, that certain Third Amendment to Loan Agreement dated as of January 31, 2005, that certain Fourth Amendment to Loan Agreement dated as of March 11, 2005, and that certain Waiver and Fifth Amendment to Loan Agreement date as of even date herewith (collectively, the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Second Amended and Restated Guaranty (the “Guaranty”), the undersigned guarantors (“Guarantors”) hereby unconditionally and irrevocably gua
REIMBURSEMENT AND INDEMNITY AGREEMENTReimbursement and Indemnity Agreement • August 4th, 2005 • Chromavision Medical Systems Inc • Laboratory analytical instruments • Pennsylvania
This Reimbursement and Indemnity Agreement (this “Agreement”) is made as of the 1st day of August, 2005, by CLARIENT, INC., a Delaware corporation (f/k/a ChromaVision Medical Systems, “Clarient”), in favor of SAFEGUARD DELAWARE, INC., a Delaware corporation (“SDI”) and SAFEGUARD SCIENTIFICS (DELAWARE), INC., a Delaware corporation (“SSI”) and together with SDI (“Safeguard”).
