STOCK PURCHASE AGREEMENTStock 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 AGREEMENTRegistration 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 AGREEMENTSecurities 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 AGREEMENTIndemnification 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 AGREEMENTPledge 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 AGREEMENTCredit 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 AGREEMENTStockholders 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.
