Exhibit 10.4


 


AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT


 


This Amended
and Restated Registration Rights Agreement (this “Agreement”)
is entered into as of February 27, 2009, by and between Clarient. Inc., a
Delaware corporation (the “Company”), Safeguard
Delaware, Inc., a Delaware corporation (“SDI”),
Safeguard Scientifics, Inc., a Pennsylvania corporation (“SSI”), and Safeguard Scientifics (Delaware), Inc., a
Delaware corporation (“Safeguard Delaware”).  Each of SDI, SSI and Safeguard Delaware are referred
to herein as a “Safeguard Entity” and SDI, SSI and
Safeguard Delaware are referred to collectively herein as the “Safeguard Entities.”


 


WITNESSETH:


 


WHEREAS, SDI
provided to the Company a senior subordinated revolving credit facility in the
maximum aggregate amount of $21,000,000, on the terms and conditions set forth
in that certain Amended and Restated Senior Subordinated Revolving Credit
Agreement dated as of March 14, 2008, as amended by that certain First
Amendment and Consent of Amended and Restated Senior Subordinated Credit
Facility dated as of July 31, 2008 (the “Prior Loan
Agreement”);


 


WHEREAS, the
parties hereto entered into that certain Registration Rights Agreement dated as
of March 14, 2008 (the “Prior Registration Rights
Agreement”).


 


WHEREAS, the
Company entered into that certain Second Amended and Restated Senior
Subordinated Revolving Credit Agreement, dated as of February 27, 2009, by
and between SDI and the Company (the “Loan Agreement”),
pursuant to which, among other things, SDI extended the maturity date of its
senior subordinated revolving credit facility to the Company and increased the
size of such facility to a maximum aggregate amount of $30,000,000;


 


WHEREAS,
pursuant to the terms of, and in partial consideration for SDI’s agreement to
enter into the Loan Agreement, the Company has agreed to issue SDI various
warrants to purchase shares of the Company’s common stock (“Common Stock”), $0.01 par value (the “New Facility
Warrants”, and the shares of Common Stock issuable pursuant to the
New Facility Warrants, the “New  Facility Warrant Shares”);


 


WHEREAS, the
Company has previously issued the Safeguard Entities (i) shares of Common
Stock (the “Outstanding Shares”), (ii) warrants
to purchase shares of Common Stock (the “Outstanding Warrants,”
and the shares of Common Stock issuable pursuant to the Outstanding Warrants,
the “Outstanding Warrant Shares” and
collectively with the New Facility Warrant Shares and the Outstanding Shares,
the “Safeguard Shares”); and


 


WHEREAS,
pursuant to the terms of, and in partial consideration for SDI’s agreement to
enter into, the Loan Agreement, the Company has agreed to amend and restate the
Prior Registration Rights Agreement as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in the Loan Agreement and this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and each Safeguard
Entity hereby agrees as follows:


 

















 


1.                                       Certain Definitions.  
Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed thereto in the Loan Agreement. 
As used in this Agreement, the following terms shall have the following
respective meanings:


 


“Commission” or “SEC” shall mean
the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.


 


“Holder” and “Holders” shall
mean the applicable Safeguard Entity and any transferee of Registrable
Securities which have not been sold to the public to whom the registration
rights conferred by this Agreement have been transferred in compliance with
this Agreement.


 


“Registrable Securities” shall mean: (i) the Safeguard
Shares, (ii) securities issued or issuable upon any stock split, stock
dividend, recapitalization or similar event with respect to the Safeguard
Shares; and (iii) any other security issued as a dividend or other
distribution with respect to, in exchange for or in replacement of the
securities referred to in the preceding clauses.


 


The terms “register”,
“registered” and “registration” shall refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities
Act and applicable rules and regulations thereunder, and the declaration
or ordering of the effectiveness of such registration statement.


 


“Registration Expenses” shall mean all expenses to be
incurred by the Company in connection with each Holder’s registration rights
under this Agreement other than Selling Expenses, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, “blue sky” fees and expenses,
reasonable fees and disbursements of counsel to Holders (using a single counsel
selected by a majority in interest of the Holders if more than one Holder is
participating in a registration hereunder) for a “due diligence” examination of
the Company and review of the registration statement and related documents, and
the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company).


 


“Securities Act” shall mean the Securities Act of 1933, as
amended.


 


“Selling Expenses” shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities, and all
fees and disbursements of counsel for Holders not included within “Registration
Expenses.”


 


2.                                       Request for Registration.


 


(a)                                  If the Company receives from a
Holder or Holders of not less than 50% of the then outstanding Registrable
Securities a written request that the Company effect a registration with
respect to shares of Registrable Securities held by such Holder or Holders
having an aggregate price to the public (net of underwriters’ discounts and
commissions) of at least $500,000 or with respect to at least 300,000 shares of
Registrable Securities, the Company will, as soon as practicable, use
commercially reasonable efforts to effect such registration (including, without
limitation, appropriate qualification under applicable state securities laws as
Holders may request and appropriate compliance with applicable regulations
issued under the Securities Act and any other governmental requirements or
regulations) as may be so requested and as would permit or facilitate the sale
and 


 


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distribution, though negotiated, underwritten
or other transactions or through a combination of such methods of sale at the
election of such Holder(s), of all or such portion of such the Registrable
Securities as are specified in such request.


 


(b)                                 Notwithstanding Section 2(a),
the Company shall not be obligated to take any action to effect or complete any
such registration pursuant to this Section 2:


 


(i)                                     During the period starting with the
date ninety (90) days prior to the Company’s estimated date of filing of, and
ending on the date sixty (60) days immediately following the effective date of,
any registration statement pertaining to securities of the Company (other than
a registration of securities in a Rule 145 transaction or with respect to
an employee benefit plan), provided, that the Company gives notice of its
intention to file such registration statement to the Holder or Holders within
thirty (30) days of its request for such registration; and provided, further
that the Company is actively employing in good faith all reasonable efforts to
cause such registration statement to become effective; however, the Company may
not delay a requested registration under this paragraph if the Company’s
registration statement will include no equity securities or securities
convertible into equity securities and the requested registration will not be
part of an underwritten public offering; or


 


(ii)                                  After the Company has effected two (2) registrations
pursuant to this Section 2; provided that any registration request that (A) is
delayed by the Company pursuant to Section 2(b)(i) or (B) does
not result in a registration being effected, will not count towards such two (2) registration
limit; or


 


(iii)                               If the Holder requesting
registration is able to sell all of such Holder’s shares requested to be
registered under Rule 144 of the Securities and Exchange Commission
adopted under the Securities Act; or


 


(iv)                              If the Company shall furnish to the
Holder or Holders requesting registration a certificate signed by the President
of the Company stating that in the good faith judgment of the Board of
Directors of the Company, it would be detrimental to the Company and its
stockholders for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, the Company shall
have the right to defer such filing for a period of not more than 120 days
after receipt of the request of the initiating Holders; provided, however, that
the Company may not utilize this right more than once in any 12-month period.


 


(c)                                  If the registration pursuant to this
Section 2 is effected through a firm commitment underwritten public
offering at the election of the Holder, the Company shall, together with such
Holder, enter into an underwriting agreement in customary form with a managing
underwriter selected by the Holder and reasonably acceptable to the
Company.  Notwithstanding any other
provision of this Section 2, if the managing underwriter advises the
Company in writing that marketing factors require a limitation of the number of
shares to be underwritten, then the Company shall so advise the Holder and the
number of shares of Registrable Securities that may be included in the
registration and underwriting shall be limited to such amount; provided,
however, that in the event of such limitation on the number of shares to be
underwritten, no securities to be registered for sale by the Company shall be
included unless all shares of Registrable Securities requested by the Holder to
be included in such underwriting are so included.


 


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3.                                       Company Registration.


 


(a)                                  If at any time or from time to time
the Company shall determine to register any of its equity securities, either
for its own account for the account of a Holder or the account of a stockholder
who is not a Holder, the Company shall:


 


(i)                                     promptly give the Holders (excluding
any such Holder for whose account the shares are determined to be registered)
written notice thereof; and


 


(ii)                                  include in such registration (and
any related qualifications including compliance with “blue sky” laws), and in
any underwriting involved therein, all the shares of Registrable Securities
specified in a written request or requests, made within 20 days after the date
of such written notice from the Company, by any such Holder.


 


(b)                                 If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise each Holder as a part of the written
notice given pursuant to Section 3(a)(i). 
In such event, the right of each Holder to registration pursuant to this
Section 3 shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of shares of Registrable Securities in the
underwriting shall be limited to the extent provided herein.  Each Holder shall (together with the Company
and the other stockholders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company.  Notwithstanding any other provision of this Section 3,
if the managing underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, no securities to be
registered for sale by Holders shall be included unless all shares to be
registered for sale by the Company (and for sale by any stockholder who is not
a Holder, if pursuant to the exercise of registrations rights granted in
connection with a Capital Transaction (as defined in the Loan Agreement)) to be
included in such underwriting are so included and any remaining securities to
be included in such registration shall be allocated pro rata among the Holders
and any other holders of “piggy-back” registration rights, based on the number
of shares requested to be included in such registration by all such
holders.  The Company shall so advise
each Holder and the number of shares of Registrable Securities to be included
in the registration and underwriting shall be so limited.


 


(c)                                  If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, all Holders shall provide upon request customary lock-up
agreements for themselves and their affiliates by which they agree not sell any
of their shares for a period of 180 days from the effective date of the
registration statement.


 


4.                                       Registration on Form S-3.


 


(a)                                  In case the Company shall receive
from a Holder or Holders of more than 50% of the then outstanding Registrable
Securities a written request that the Company file a registration statement on Form S-3
(or any successor form to Form S-3) for a public offering of shares of
Registrable Securities having an aggregate price to the public (net of
underwriters discounts and commissions) of at least $500,000 or a public
offering of at least 300,000 shares of Registrable Securities and the Company
is a registrant entitled to use Form S-3 to register the shares of
Registrable Securities for such an offering, the Company shall use commercially
reasonable efforts to cause such shares of Registrable Securities to be
registered for the offering on such form and to cause such shares of
Registrable Securities to be qualified in such jurisdictions as such Holder may



 


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reasonably request.  If such offer is to be an underwritten
offering, the underwriters shall be selected by the Holder or Holders
requesting the registration and be reasonably acceptable to the Company.


 


(b)                                 There shall be no limit on the
number of registration requests by Holders pursuant to the preceding paragraph.


 


(c)                                  The provisions of Section 2(b)(i),
(iii), and (iv) and Section 2(c) shall apply to any request for
registration pursuant to Section 4(a).


 


5.                                       Registration Procedures.  
In connection with each registration effected pursuant to Section 2,
3 or 4, the Company shall, except as provided in Section 2(b) and
4(c):


 


(a)                                  Promptly prepare and file with the
SEC a registration statement and such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement, or prepare and file such additional registration
statements, as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement in accordance with the intended methods of disposition
by the seller thereof as set forth in the registration statement (and the
disposition of all shares of Registrable Securities as necessary to comply with
this Agreement) and notify each Holder of the filing and effectiveness of such
registration statement and any amendments or supplements thereto.  The Company shall promptly forward to each
participating Holder’s counsel a copy of any correspondence or other written
communications with the SEC or other regulatory authority, relating to the
registration statement or the shares of Registrable Securities.


 


(b)                                 After the registration, at a Holder’s
request, furnish to each participating Holder such number of copies of a
current prospectus conforming with the requirements of the Securities Act and
any other documents incident thereto, copies of the registration statement, any
amendment or supplement to such prospectus or registration statement and any
documents incorporated by reference therein and such other documents as such
Holder may from time to time reasonably request in order to facilitate the
disposition of the shares of Registrable Securities registered on behalf of
such Holder.


 


(c)                                  Use commercially reasonable efforts
to register and qualify the shares of Registrable Securities covered by such
registration statement under such other securities or “blue sky” laws of any
United States jurisdictions as the Holders may reasonably request (except in
any such jurisdiction where the registration and qualification of the
securities covered by such registration statement is exempt under the laws and
regulations of such jurisdiction); provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions.


 


(d)                                 Notify the participating Holders
immediately of the happening of any event known to the Company (but not the
substance or details of any such event unless specifically requested by any
such Holder) as a result of which the prospectus (including any supplements
thereto or thereof and any information incorporated or deemed to be
incorporated by reference therein) included in such registration statement, as
then in effect, includes an untrue statement of material fact or omits to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and use commercially reasonable efforts to promptly update and/or correct such
prospectus.  Notwithstanding the
foregoing, if the Company shall furnish to the Holder or Holders whose
Registrable Securities have been so registered


 


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a certificate signed by the President of the
Company stating that in the good faith judgment of the Board of Directors of
the Company it would be detrimental to the Company and its stockholders to
update and/or correct any such prospectus, the Company shall have the right to
defer updating or correcting such prospectus for a period of not more than 120
days after the notification to the Holders; provided, however, that the Company
may not utilize this right more than once in any 12-month period.  During any such 120-day or shorter period,
the Holders will not deliver any such prospectus or sell any Registrable
Securities in reliance thereon.


 


(e)                                  Notify each participating Holder
immediately of the issuance by the Commission or any state securities
commission or agency of any stop order suspending the effectiveness of the
registration statement or the initiation of any proceedings for that
purpose.  The Company shall use its
commercially reasonable efforts to prevent the issuance of any stop order and,
if any stop order is issued, to obtain the lifting thereof at the earliest
possible time.


 


(f)                                    Permit a single firm of counsel,
selected by the participating Holders, to review the registration statement and
all amendments and supplements thereto within a reasonable period of time prior
to each filing, and shall not file any document in a form to which such counsel
reasonably objects.


 


(g)                                 Use commercially reasonable efforts
to cause the shares of Registrable Securities registered by the registration statement
to be listed or quoted on each securities exchange and/or market on which the
Common Stock is then listed and/or quoted and prepare and file any required
filings with the Financial Industry Regulatory Authority or any exchange or
market where the Common Stock is then listed and/or traded.


 


(h)                                 If applicable, at a Holder’s
request, take all steps necessary to enable each participating Holder to avail
themselves of the prospectus delivery mechanism set forth in Rule 153 (or
successor thereto) under the Securities Act.


 


6.                                       Holder Deemed an Underwriter.  
In the event that a Holder selling Registrable Securities is deemed to
be an underwriter, the Company shall enter into such customary agreements with
such Holder as would customarily be entered into with an underwriter (excluding
provisions for the purchase and sale of the Common Stock and any discounts or
other consideration) and:


 


(a)                                  make such representations and
warranties to such Holder in form, substance and scope as are customarily made
by issuers to underwriters in secondary offerings;


 


(b)                                 cause to be delivered, if requested,
to such Holder opinions of independent counsel to the Company, on and dated as
of the effective day of the registration statement, and within 90 days
following the end of each fiscal year thereafter, which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to such Holder
and their counsel and covering, without limitation, such matters as the due
authorization and issuance of the securities being registered and compliance
with securities laws by the Company in connection with the authorization,
issuance and registration thereof and other matters that are customarily given
to underwriters in underwritten offerings, addressed to such Holder;


 


(c)                                  cause to be delivered, immediately
prior to the effectiveness of the registration statement, and at the beginning
of each fiscal year following a year during which the Company’s independent
certified public accountants shall have reviewed any of the Company’s books


 


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or records, a “comfort” letter from the
Company’s independent certified public accountants addressed to such Holder,
stating that such accountants are independent public accountants within the
meaning of the Securities Act and the applicable published rules and
regulations thereunder, and otherwise in customary form and covering such
financial and accounting matters as are customarily covered by letters of the
independent certified public accountants delivered in connection with secondary
offerings; such accountants shall have undertaken in each such letter to update
the same quarterly during each such fiscal year for which such books or records
are being reviewed so that each such letter shall remain current, correct and
complete as of the end of such accountant’s review of the Company’s quarterly
financial statements; and each such letter and update thereof, if any, shall be
reasonably satisfactory to such Holder(s);


 


(d)                                 shall include in such agreements
customary indemnification and contribution provisions to and from underwriters;
and


 


(e)                                  deliver such documents and
certificates as may be reasonably requested by the Holder to evidence
compliance with clause (a) above and with any customary conditions
contained in underwriting agreements, if any.


 


7.                                       Expenses of Registration.  
All Registration Expenses incurred in connection with any registration,
qualification or compliance with registration pursuant to this Agreement shall
be borne by the Company, and all Selling Expenses shall be borne by the Holder
or Holders.


 


8.                                       Registration on Form S-3; Other
Forms.   In connection with each registration
effected pursuant to this Agreement, the Company shall use commercially
reasonable efforts to qualify for registration on Form S-3 or any
comparable or successor form or forms, or in the event that the Company is
ineligible to use such form, such form as the Company is eligible to use under
the Securities Act.


 


9.                                       Registration Period.  
In the case of a registration effected by the Company pursuant to this
Agreement, the Company will use commercially reasonable efforts to keep such
registration effective at all times during the period commencing on the
effective date of the registration statement and continuing thereafter until
the all Registrable Securities covered by such registration have been sold
thereunder.


 


10.                                 Indemnification.


 


(a)                                  The Company Indemnity.  
The Company will indemnify each Holder, each of its officers, directors
and partners, and each person controlling each Holder, within the meaning of Section 15
of the Securities Act and the rules and regulations thereunder with
respect to which registration, qualification or compliance has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls, within the meaning of Section 15 of the Securities Act and the rules and
regulations thereunder, any underwriter, including any of the foregoing
incurred in any litigation, commenced or threatened, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any violation by the Company of its representations to or covenants
with the Holders under this Agreement or any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document prepared by the Company (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make


 


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the statements therein not misleading, or any
violation by the Company of the Securities Act or any state securities law or
in either case, any rule or regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will reimburse
each Holder, each of its officers, directors and partners, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending any such claim, loss, damage,
liability or action; provided that the Company will not be liable in any such
case to a Holder to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by such Holder or the
underwriter (if any) therefor and stated to be specifically for use
therein.  The indemnity agreement contained
in this Section 10(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Company (which consent will not be
unreasonably withheld).


 


(b)                                 Holder Indemnity.  
Each Holder will, severally and not jointly, if Registrable Securities
held by it are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors, officers, partners, and each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act and the rules and regulations thereunder, each other Holder
(if any), and each of their officers, directors and partners, and each person
controlling such other Holder(s), against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
violation by the such Holder of its representations to or covenants with the
Company under this Agreement or any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, and will reimburse the
Company and such other Holder(s) and their directors, officers and
partners, underwriters or control persons for any legal or any other expenses
reasonably incurred in connection with investigating and defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and
stated to be specifically for use therein, and provided that the maximum amount
for which such Holder shall be liable under this indemnity shall not exceed the
net proceeds received by such Holder from the sale or sales of the Registrable
Securities which gave rise to the claim for indemnification.  The indemnity agreement contained in this Section 10(b) shall
not apply to amounts paid in settlement of any such claims, losses, damages or
liabilities if such settlement is effected without the consent of such Holder
(which consent shall not be unreasonably withheld).


 


(c)                                  Procedure.  
Each party entitled to indemnification under this Section 10 (the “Indemnified Party”) shall give notice to
the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim in any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party’s expense; and provided further that


 


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the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section except to the extent that the Indemnifying
Party is materially and adversely affected by such failure to provide
notice.  No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request in writing and as shall be reasonably required in
connection with the defense of such claim and litigation resulting therefrom.


 


11.                                 Contribution.


 


(a)                                  If the indemnification provided for
in Section 10 herein is unavailable to the Indemnified Parties in respect
of any losses, claims, damages or liabilities referred to herein (other than by
reason of the exceptions provided therein), then each such Indemnifying Party,
in lieu of indemnifying each of such Indemnified Parties, shall contribute to
the amount paid or payable by each such Indemnified Party as a result of such
losses, claims, damages or liabilities as between the Company on the one hand
and any Holder on the other, in such proportion as is appropriate to reflect
the relative fault of the Company and of such Holder in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.  The relative fault of the Company on the one
hand and of any Holder on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or by such Holder.


 


(b)                                 In no event shall the obligation of
any Indemnifying Party to contribute under this Section 11 exceed the
amount that such Indemnifying Party would have been obligated to pay by way of
indemnification if the indemnification provided for under Section 10(a) or
10(b) hereof had been available under the circumstances.


 


(c)                                  The Company and the Holders agree
that it would not be just and equitable if contribution pursuant to this Section 11
were determined by pro rata allocation (even if the Holders or the underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraphs. 
The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages and liabilities referred to in the immediately
preceding paragraphs shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this section, no Holder or underwriter shall be required to contribute any
amount in excess of the amount by which (i) in the case of any Holder, the
net proceeds received by such Holder from the sale of Registrable Securities
which gave rise to the necessity for contribution or (ii) in the case of
an underwriter, the amount by which the total price at which the Registrable
Securities purchased by it and distributed to the public were offered to the
public exceeds, in any such case, the amount of any damages that such Holder or
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


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12.                                 Survival. 
The indemnity and contribution agreements contained in Sections 10 and
11 and the representations and warranties of the Company referred to in Section 6(a) shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement or the Loan Agreement or any underwriting
agreement, (ii) any investigation made by or on behalf of any Indemnified
Party or by or on behalf of the Company, and (iii) the consummation of the
sale or successive resales of the Safeguard Shares.


 


13.                                 Information by Holders.  
Each Holder shall furnish to the Company such information regarding such
Holder and the distribution and/or sale proposed by such Holder as the Company
may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification or compliance referred to in
this Agreement.   The intended method or
methods of disposition and/or sale (Plan of Distribution) of such securities as
so provided by such Holder shall be included without alteration in the
registration statement covering the Safeguard Shares and shall not be changed
without written consent of such Holder, except that such Holder may not require
an intended method of disposition which, in the reasonable opinion of counsel to
the Company, violates applicable securities law.


 


14.                                 Replacement Certificates.  
The certificate(s) representing the Safeguard Shares held by a
Holder may be exchanged by such Holder at any time and from time to time for
certificates with different denominations representing an equal aggregate
number of Safeguard Shares, as reasonably requested by such Holder upon
surrendering the same.  No service charge
will be made for such registration or transfer or exchange.


 


15.                                 Transfer or Assignment. 
Except as otherwise provided herein, this Agreement shall be binding
upon and inure to the benefit of the parties and their successors and permitted
assigns.  The rights granted to the
Safeguard Entities by the Company under this Agreement to cause the Company to
register the Safeguard Shares may be transferred or assigned (in whole or in
part) to up to two (2) transferees or assignees of any Safeguard Shares,
and all other rights granted to the Safeguard Entities by the Company hereunder
may be transferred or assigned to up to two (2) transferees or assignees
of any Safeguard Shares; provided in each case that the Company must be given
written notice by the applicable Safeguard Entity at the time of or within a
reasonable time after said transfer or assignment, stating the name and address
of said transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned; and provided,
further, that the transferee or assignee of such rights agrees in writing to be
bound by the provisions of this Agreement.


 


16.                                 Miscellaneous.


 


(a)                                  Remedies. 
The Company and each Safeguard Entity acknowledges and agrees that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent or cure breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, this being in addition to any
other remedy to which any of them may be entitled by law or equity.


 


(b)                                 Notices. 
Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing,
must be delivered by (i)


 


10

















 


courier, mail or hand delivery or (ii) facsimile,
and will be deemed to have been delivered upon receipt.  The addresses and facsimile numbers for such
communications shall be:


 


	
  to the Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Clarient, Inc.

  	
   

  	
   

  
	
  31 Columbia

  	
   

  	
   

  
	
  Aliso Viejo, California 92656

  	
   

  	
   

  
	
  Facsimile: (949) 443-3366

  	
   

  	
   

  
	
  Attention: Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stradling Yocca Carlson & Rauth

  	
   

  	
   

  
	
  660 Newport Center Drive, Suite 1600

  	
   

  	
   

  
	
  Newport Beach, California 92660

  	
   

  	
   

  
	
  Facsimile: (949) 823-5119

  	
   

  	
   

  
	
  Attention: Shivbir S. Grewal, Esq.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  to the Safeguard Entities:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Safeguard Delaware, Inc. and Safeguard Scientifics
  (Delaware), Inc.

  	
   

  	
   

  
	
  1105 N. Market Street, Suite 1300

  	
   

  	
   

  
	
  Wilmington, DE 19801

  	
   

  	
   

  
	
  Facsimile: (302) 427-4607

  	
   

  	
   

  
	
  Attention: Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Safeguard Scientifics, Inc.

  	
   

  	
   

  
	
  435 Devon Park Drive, 800 Building

  	
   

  	
   

  
	
  Wayne, Pennsylvania 19087

  	
   

  	
   

  
	
  Facsimile: (610) 482.9105

  	
   

  	
   

  
	
  Attention: General Counsel

  	
   

  	
   

  



 


Each party
shall provide five (5) days prior written notice to the other party of any
change in address, telephone number or facsimile number.  Written confirmation of receipt (i) given
by the recipient of such notice, consent, waiver or other communication, (ii) mechanically
or electronically generated by the sender’s facsimile machine containing the
time, date and recipient facsimile number or (iii) provided by a
nationally recognized overnight delivery service, shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.


 


(c)                                  Waivers. 
No waiver by any party of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.  The
representations and warranties and the agreements and covenants of the Company
and the Safeguard Entities contained herein shall survive the Closing.


 


11

















 


(d)                                 Counterparts. 
This Agreement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement, it being understood that all
parties need not sign the same counterpart.


 


(e)                                  Entire Agreement. 
This Agreement, together with the Loan Agreement and the agreements and
documents contemplated hereby and thereby, contains the entire understanding
and agreement of the parties hereto and supersedes any prior understandings,
agreements, or representations by or among the parties hereto, written or oral,
including, without limitation, (i) each of the agreements listed on Exhibit 
A-1 hereto (which agreements shall be of no further force and effect after the
date hereof) and (ii) the applicable provisions for the granting of
registration rights contained in the agreements listed on Exhibit A-2
hereto (which provisions shall be of no further force and effect after the date
hereof), and may not be modified, amended or terminated except by a written
agreement signed by both parties. 
Without limiting the generality of the foregoing, each Safeguard Entity
acknowledges and agrees that it waives any right it may have to receive
liquidated damages (or any other damages) and any other remedies available to
it under any of the agreements listed on Exhibit A-1 or A-2 (whether
accruing prior to, on or after the date hereof) as a result of the Company’s
failure to date to maintain the effectiveness of registration statements
covering the Registrable Securities thereunder.


 


(f)                                    Jurisdiction. 
THE COMPANY AND EACH SAFEGUARD ENTITY (I) HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT,
COURTS OF THE STATE OF DELAWARE AND OTHER COURTS OF THE UNITED STATES SITTING
IN NEW CASTLE COUNTY, DELAWARE FOR THE PURPOSES OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND (II) HEREBY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH SUIT ACTION OR PROCEEDING, ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT
THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE
VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER.  THE COMPANY AND EACH SAFEGUARD ENTITY CONSENTS
TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A
COPY THEREOF TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING IN THIS PARAGRAPH SHALL AFFECT OR
LIMIT ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


(g)                                 Governing Law. 
THIS AGREEMENT AND THE VALIDITY AND PERFORMANCE OF THE TERMS HEREOF
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE
PERFORMED ENTIRELY IN SUCH STATE.


 


(h)                                 Jury Trial. 
EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.


 


(i)                                     Titles. 
The titles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement.


 


12

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CLARIENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Raymond J. Land

  
	
   

  	
  Name:

  	
  Ray Land

  
	
   

  	
  Title:

  	
  Senior Vice President and

  
	
   

  	
   

  	
  Chief Financial officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SAFEGUARD ENTITIES:

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD DELAWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Brian J. Sisko

  
	
   

  	
  Name:

  	
  Brian J. Sisko Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD SCIENTIFICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Brian J. Sisko

  
	
   

  	
  Name:

  	
  Brian J. Sisko

  
	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD SCIENTIFICS

  
	
   

  	
  (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Brian J. Sisko

  
	
   

  	
  Name:

  	
  Brian J. Sisko Title: Vice President

  



 


13

















 


Exhibit A-1


 


1.               Registration Rights
Agreement, dated as of June 6, 1996, by and among the Company and the
stockholders parties thereto.


 


2.               Registration Rights
Agreement, dated as of September 28, 2000, by and among the Company,
Safeguard Delaware, Inc., and incuVest, LLC.


 


3.               Registration Rights
Agreement dated as of July 10, 2001 by and among the Company, Safeguard
Delaware Inc. and other investors party thereto.


 


4.               Registration Rights
Agreement, dated as of June 13, 2002, by and between the Company and
Safeguard Delaware Inc.


 


5.               Registration Rights
Agreement, dated as of February 26, 2003, by and between the Company and
Safeguard Delaware Inc.


 


6.               Registration Rights
Agreement, dated as of February 10, 2004, by and between the Company and
Safeguard Delaware Inc.


 


7.               Registration Rights
Agreement, dated March 25, 2004, by and among the Company and the
investors signatory thereto.


 


8.               Registration Rights
Agreement, dated as of November 8, 2005, by and among the Company and the
investors signatory thereto.


 


9.               Registration Rights
Agreement, dated as of March 14, 2008, by and among the Company, SDI, SSI,
and Safeguard Delaware.


 


A-1

















 


Exhibit A-2


 


1.                                       Securities
Purchase Agreement, dated as of June 13, 2002, by and among the Company,
Safeguard Delaware Inc. and Safeguard Scientifics, Inc.


 


2.                                       Securities
Purchase Agreement, dated as of September 22, 2006, by and between the
Company and Safeguard Delaware Inc.


 


3.                                       Senior
Subordinated Revolving Credit Agreement, dated as of March 7, 2007 between
the Company and Safeguard Delaware Inc.


 


4.                                       Amended
and Restated Senior Subordinated Revolving Credit Agreement dated as of March 14,
2008 by and between the Company and Safeguard Delaware Inc.


 


5.                                       Second
Amended and Restated Senior Subordinated Revolving Credit Agreement, dated as
of February 27, 2009 by and between the Company and Safeguard Delaware
Inc.


 


A-2