AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANTClarient, Inc • May 9th, 2007 • 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, on or prior to the close of business on January 17, 2011 (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 166,667 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 $1.64, and the Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments • New York
THIS CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made effective as of March 6, 2007, by and among CLARIENT, INC., a Delaware corporation (“Clarient”), CLRT ACQUISITION, LLC, a Delaware limited liability company (“CLRT”) and CLARIENT DIAGNOSTIC SERVICES, INC., a Delaware corporation (“CDS”; Clarient, CLRT and CDS, each a “Company”, and collectively, the “Companies”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Lender”), as lender under the Loan Agreement described below.
THIRD AMENDED AND RESTATED UNCONDITIONAL GUARANTYUnconditional Guaranty • May 9th, 2007 • Clarient, 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, that certain Waiver and Fifth Amendment to Loan Agreement dated as of August 1, 2005, that certain Sixth Amendment to Loan Agreement dated as of February 28, 2006, and that certain Seventh Amendment to Loan Agreement of even date herewith (collectively, the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit
AMENDED AND RESTATED REIMBURSEMENT AND INDEMNITY AGREEMENTReimbursement and Indemnity Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments • Pennsylvania
This Amended and Restated Reimbursement and Indemnity Agreement (this “Agreement”) is made as of the 17th day of January, 2007, by CLARIENT, INC., a Delaware corporation (“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”).
AFFIRMATION OF GUARANTYAffirmation of Guaranty • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments
This AFFIRMATION OF GUARANTY is made as of March 15, 2007, by and among SAFEGUARD DELAWARE, INC. (“SDI”), SAFEGUARD SCIENTIFICS (DELAWARE), INC. (“SSI”; collectively with SDI, “Guarantors”, each, a “Guarantor”) and COMERICA BANK (“Bank”).
ASSET PURCHASE AGREEMENT between CLARIENT, INC., CARL ZEISS MERCURY, INC., and CARL ZEISS MICROIMAGING, INC.Asset Purchase Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments • New York
ASSET PURCHASE AGREEMENT dated as of March 8, 2007 (this “Agreement”), between CLARIENT INC., a Delaware corporation (“Seller”), CARL ZEISS MERCURY, INC., a Delaware corporation (“Purchaser”), and CARL ZEISS MICROIMAGING, INC., a New York corporation (“Parent”).
SEVENTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments • California
This Seventh Amendment to Loan Agreement (this “Amendment”) is entered into as of January 17, 2007, by and between COMERICA BANK(“Bank”), and CLARIENT, INC., formerly known as CHROMAVISION MEDICAL SYSTEMS, INC. (“Borrower”).
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments • New York
THIS CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made effective as of January 17, 2007, by and among CLARIENT, INC., a Delaware corporation (“Clarient”), CLRT ACQUISITION, LLC, a Delaware limited liability company (“CLRT”) and CLARIENT DIAGNOSTIC SERVICES, INC., a Delaware corporation (“CDS”; Clarient, CLRT and CDS, each a “Company”, and collectively, the “Companies”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Lender”), as lender under the Loan Agreement described below.
AMENDMENT AND AFFIRMATION OF GUARANTYAffirmation of Guaranty • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments
This AMENDMENT AND AFFIRMATION OF GUARANTY is made as of February 28, 2007, by and among SAFEGUARD DELAWARE, INC. (“SDI”), SAFEGUARD SCIENTIFICS (DELAWARE), INC. (“SSI”; collectively with SDI, “Guarantors”, each, a “Guarantor”) and COMERICA BANK (“Bank”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments • New York
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is made effective as of March 14, 2007, by and among CLARIENT, INC., a Delaware corporation (“Clarient”), CLRT ACQUISITION, LLC, a Delaware limited liability company (“CLRT”) and CLARIENT DIAGNOSTIC SERVICES, INC., a Delaware corporation (“CDS”; Clarient, CLRT and CDS, each a “Company”, and collectively, the “Companies”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Lender”), as lender under the Loan Agreement described below.
WAIVER AND EIGHTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments
This Waiver and Eighth Amendment to Loan Agreement is entered into as of February 28, 2007 (the “Amendment”) by and between COMERICA BANK (“Bank”) and CLARIENT, INC. (“Borrower”).
NINTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments
This Ninth Amendment to Loan Agreement is entered into as of March 15, 2007 (the “Amendment”) by and between COMERICA BANK (“Bank”) and CLARIENT, INC. (“Borrower”).
SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT BY AND BETWEEN CLARIENT, INC. AND SAFEGUARD DELAWARE, INC. DATED AS OF MARCH 7, 2007Subordinated Revolving Credit Agreement • May 9th, 2007 • Clarient, Inc • Laboratory analytical instruments • Delaware
THIS SENIOR SUBORDINATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2007, by and among CLARIENT, INC, a Delaware corporation (“Borrower”), and SAFEGUARD DELAWARE, INC., a Delaware corporation (the “Lender”).
