Exhibit 10.5


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.


 


COMMON STOCK PURCHASE WARRANT


 


To
Purchase                              
Shares of Common Stock of Clarient, Inc.


 


THIS COMMON
STOCK PURCHASE WARRANT CERTIFIES that, for value received, Safeguard Delaware, Inc.,
a Delaware corporation (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 [DATE OF ISSUANCE]
(the “Initial Exercise Date”) and on or prior
to the close of business on [FIVE YEAR ANNIVERSARY OF DATE OF ISSUANCE] (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 ) 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
$              ,
and the Exercise Price and the number of Warrant Shares for which the Warrant
is exercisable shall be subject to adjustment as provided herein, provided
however that in no event shall the Exercise Price be reduced below the par
value of the Common Stock.  This Warrant
has been issued in connection with that certain Second Amended and Restated
Senior Subordinated Revolving Credit Agreement by and between the Company and
the Holder dated as of February 27, 2009 (the “Credit
Facility”).


 

















 


1.                                       Title to Warrant. 
Prior to the Termination Date and subject to compliance with applicable
laws and Section 7 of this Warrant, this Warrant and all rights hereunder
are transferable, in whole or in part, at the office or agency of the Company
by the Holder in person or by duly authorized attorney and upon surrender of
this Warrant together with the Assignment Form annexed hereto properly
endorsed.   The transferee shall sign an
investment letter in form and substance reasonably satisfactory to the Company.


 


2.                                       Authorization of Shares. 
The Company covenants that all Warrant Shares which may be issued upon the
exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).


 


3.                                       Exercise of Warrant.


 


(a)                                  Exercise of the purchase rights
represented by this Warrant may be made at any time or times on or after the
Initial Exercise Date and on or before the Termination Date by delivering the
Notice of Exercise Form annexed hereto duly completed and executed (which
delivery may be by facsimile), at the office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to the
registered Holder at the address of such Holder appearing on the books of the
Company) and upon full payment of the Exercise Price of the shares thereby
purchased by wire transfer or cashier’s check drawn on a United States bank or
by means of a cashless exercise pursuant to Section 3(d), the Holder shall
be entitled to receive a certificate for the number of Warrant Shares so
purchased.  Certificates for shares
purchased hereunder shall be delivered to the address specified by the Holder
in the Notice of Exercise within three (3) business days from the delivery
to the Company of the Notice of Exercise Form, surrender of this Warrant and
payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”).  In lieu of delivering physical certificates
for the shares purchased hereunder, provided the Company’s transfer agent is
participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and so long
as the resale of the shares underlying this Warrant is covered by an effective
registration statement or the legend upon the certificates for the shares may
be removed in accordance with applicable securities laws, upon request of the
Holder, the Company shall use commercially reasonable efforts to cause its
transfer agent electronically to transmit such shares by crediting the account
of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent
Commission system (provided that the same time limitations herein as for stock
certificates shall apply and that the Company may in all events satisfy its
obligations to deliver certificates by delivery of physical stock
certificates).  This Warrant shall be
deemed to have been exercised on the date the Exercise Price is received by the
Company.  The Warrant Shares shall be
deemed to have been issued, and Holder or any other person so designated to be
named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the Warrant has been exercised by payment to
the Company of the Exercise Price.


 


(b)                                 In addition to any other rights
available to the holder, if the Company fails to deliver or cause its transfer
agent to deliver or transmit (in the manner contemplated by clause (a) above)
to the Holder a certificate or certificates representing the Shares pursuant to
an exercise on or before the Warrant Share Delivery Date, and if after such
date the holder is required by its broker to purchase (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of
a sale by the holder of the Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then
the Company shall promptly honor its obligation to deliver to the Holder 


 


2

















 


such Warrant Shares and pay in cash to the
holder the amount by which (x) the holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (A) the
number of Shares that the Company was required to deliver to the holder in
connection with the exercise at issue times (B) the closing price per
share on date of exercise.  The holder
shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In, together with applicable confirmations and
other evidence reasonably requested by the Company.  Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant
as required pursuant to the terms hereof.


 


(c)                                  Notwithstanding anything to the
contrary set forth herein, upon partial exercise of this Warrant in accordance
with the terms hereof, the Holder shall not be required to physically surrender
this Warrant to the Company unless such Holder is purchasing the full amount of
Warrant Shares then represented by this Warrant.  The Holder and the Company shall maintain
records showing the number of Warrant Shares so purchased hereunder and the
dates of such purchases or shall use such other method, reasonably satisfactory
to the Holder and the Company, so as not to require physical surrender of this
Warrant upon each such exercise.  The
requirement of physical surrender upon full exercise shall be satisfied by the
Holder mailing, postage prepaid, or arranging for delivery by commercial
courier this Warrant to the Company’s notice address.


 


(d)                                 This Warrant may also be exercised
at such time by means of a “cashless exercise” in which the Holder shall be
entitled to receive a certificate for the number of Warrant Shares equal to the
quotient obtained by dividing ((A-B) (X)) by (A), where:


 


(A)                              =
the last reported sale price of the Common Stock on the business day
immediately preceding the date of such election or, if not reported, the fair
market value of such Common Stock as reasonably determined by the Company’s
Board of Directors;


 


(B)                                =
the Exercise Price, as adjusted; and (X) = the number of Warrant Shares
with respect to which this Warrant is being exercised.


 


3

















 


4.                                       No Fractional Shares or Scrip. 
No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. 
As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.


 


5.                                       Charges, Taxes and Expenses. 
Issuance of certificates for Warrant Shares shall be made without charge
to the Holder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event certificates for Warrant Shares are to be
issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto, compliance with the provisions of Section 7 and an
investment letter from the transferee in form and substance reasonably
satisfactory to the Company.


 


6.                                       Closing of Books. 
The Company will not close its stockholder books or records in any
manner which prevents the timely exercise of this Warrant, pursuant to the
terms hereof.


 


7.                                       Transfer, Division and Combination.


 


(a)                                  Subject to compliance with any
applicable securities laws and the conditions set forth in Sections 1 and 7
hereof, this Warrant and all rights hereunder are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer.  Upon such surrender and, if
required, such payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the denomination or
denominations specified in such instrument of assignment, and shall issue to
the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled.  A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued.


 


(b)                                 This Warrant may be divided or
combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney.  Subject to
compliance with Section 7(a), as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.


 


(c)                                  The Company shall prepare, issue and
deliver at its own expense (other than transfer taxes) the new Warrant or
Warrants under this Section 7.


 


(d)                                 The Company agrees to maintain, at
its aforesaid office, books for the registration and the registration of
transfer of the Warrants.  This Warrant
may not be transferred or sold except pursuant to an effective registration
statement under the Securities Act of pursuant to an available exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws.  If, at the time of the surrender 


 


4

















 


of this Warrant in connection with any
transfer of this Warrant, the transfer of this Warrant shall not be registered
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the “Securities Act”) and under applicable state securities
or blue sky laws, the Company may require, as a condition of allowing such
transfer (i) that the Holder or transferee of this Warrant, as the case
may be, furnish to the Company a written opinion of counsel (which opinion
shall be in form, substance and scope customary for opinions of counsel in
comparable transactions) to the effect that such transfer may be made without
registration under the Securities Act and under applicable state securities or
blue sky laws, (ii) that the holder or transferee execute and deliver to
the Company an investment letter in form and substance reasonably acceptable to
the Company and (iii) that the transferee be an “accredited investor” as
defined in Rule 501(a) promulgated under the Securities Act.


 


(e)                                  Any securities issued upon exercise
of this Warrant shall bear the following legend:


 


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.  SUBJECT TO
COMPLIANCE WITH APPLICABLE SECURITIES LAWS, THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.


 


8.                                       No Rights as Stockholder until
Exercise.   This Warrant does not entitle the Holder to
any voting rights or other rights as a stockholder of the Company prior to the
exercise hereof.  Upon the surrender of
this Warrant and the payment of the aggregate Exercise Price (or by means of a
cashless exercise), the Warrant Shares so purchased shall be and be deemed to
be issued to such Holder as the record owner of such shares as of the close of
business on the later of the date of such surrender or payment.


 


9.                                       Loss, Theft, Destruction or
Mutilation of Warrant.  The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any
stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such 


 


5

















 


Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant or
stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.


 


10.                                 Saturdays, Sundays, Holidays,  etc.  If the last
or appointed day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday, Sunday or legal holiday.


 


11.                                 Adjustments of Exercise Price and
Number of Warrant Shares.  The number
and kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following.  In
case the Company shall (i) pay a dividend in shares of Common Stock or
make a distribution in shares of Common Stock to holders of its outstanding
Common Stock, (ii) subdivide its outstanding shares of Common Stock into a
greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv) issue any
shares of its capital stock in a reclassification of the Common Stock, then the
number of Warrant Shares purchasable upon exercise of this Warrant immediately
prior thereto shall be adjusted so that the Holder shall be entitled to receive
the kind and number of Warrant Shares or other securities of the Company which
it would have owned or have been entitled to receive had such Warrant been
exercised immediately prior to the occurrence of such event.  Upon each such adjustment of the kind and
number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other securities resulting from such adjustment at
an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment
and dividing such amount by the number of Warrant Shares or other securities of
the Company purchasable pursuant hereto as a result of such adjustment (such
that the aggregate purchase price for all Warrant Shares or other securities
resulting from such adjustment upon full exercise of this Warrant shall remain
the same).  An adjustment made pursuant
to this paragraph shall become effective immediately after the effective date
of such event.


 


12.                                 Reorganization, Reclassification,
Merger, Consolidation or Disposition of Assets. 
In  case the Company shall
reorganize its capital, reclassify its capital stock, consolidate or merge with
or into another corporation (where the Company is not the surviving corporation
or where there is a change in or distribution with respect to the Common Stock
of the Company), or sell, transfer or otherwise dispose of all or substantially
all its property, assets or business to another corporation and, pursuant to
the terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of
any nature whatsoever (including warrants or other subscription or  purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation (“Other Property”), are
to be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive upon exercise of
this Warrant (and this Warrant shall thereafter be exercisable only for), the
number of shares of Common Stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a Holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to such event.  In case of any such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company)
shall expressly assume the due and punctual observance and performance of each
and every covenant and condition of this Warrant to be


 


6

















 


performed and
observed by the Company and all the obligations and liabilities hereunder,
subject to such modifications as may be deemed appropriate (as determined in
good faith by resolution of the Board of Directors of the Company) in order to
provide for adjustments of Warrant Shares for which this Warrant is exercisable
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 12.  For
purposes of this Section 12, “common stock of the successor or acquiring
corporation” shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption.  The foregoing provisions of this Section 12
shall similarly apply to successive reorganizations, reclassifications,
mergers, consolidations or disposition of assets.


 


13.                                 Notice of Adjustment. 
Whenever the number of Warrant Shares or number or kind of securities or
other property purchasable upon the exercise of this Warrant or the Exercise
Price is adjusted, as herein provided, the Company shall give notice thereof to
the Holder, which notice shall state the number of Warrant Shares (and other securities
or property) purchasable upon the exercise of this Warrant and the Exercise
Price of such Warrant Shares (and other securities or property) after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.


 


14.                                 Notice of Corporate Action. 
If at any time:


 


(a)                                  the Company shall take a record of
the holders of its Common Stock for the purpose of entitling them to receive a
dividend or other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right, or


 


(b)                                 there shall be any capital
reorganization of the Company, any reclassification or recapitalization of the
capital stock of the Company or any consolidation or merger of the Company
with, or any sale, transfer or other disposition of all or substantially all
the property, assets or business of the Company to, another corporation that
would trigger an adjustment pursuant to Section 12, or


 


(c)                                  there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company;


 


then, in any one or more of such cases, the Company shall give to
Holder (1) at least 20 days’ prior written notice of the date on which a
record date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 20 days’ prior
written notice of the date when the same shall take place.  Such notice in accordance with the foregoing
clause also shall specify (i) the date on which any such record is to be
taken for the purpose of such dividend, distribution or right, the date on
which the holders of Common Stock shall be entitled to any such dividend,
distribution or right, and the amount and character thereof, and (ii) the
estimated date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their Warrant Shares
for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up. 
Each such written notice shall be


 


7

















 


sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with Section 16(d).


 


15.                                 Authorized Shares. 
The Company covenants that during the period the Warrant is outstanding,
it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise
of any purchase rights under this Warrant. 
The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates
for the Warrant Shares upon the exercise of the purchase rights under this
Warrant.  The Company will take all such
reasonable action as may be necessary to assure that such Warrant Shares may be
issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the Principal Market upon which the
Common Stock may be listed.


 


Except and to
the extent as waived or consented to by the Holder, the Company shall not by
any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant
against impairment.  Without limiting the
generality of the foregoing, the Company will (a) not increase the par
value of any Warrant Shares above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the
exercise of this Warrant, and (c) use commercially reasonable efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.


 


Before taking
any action which would result in an adjustment in the number of Warrant Shares
for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.


 


16.                                 Miscellaneous.


 


(a)                                  Jurisdiction. 
This Warrant shall constitute a contract under the laws of the State of
Delaware.


 


(b)                                 Restrictions. 
The Holder acknowledges that the Warrant Shares acquired upon the
exercise of this Warrant, if not registered, will have restrictions upon resale
imposed by state and federal securities laws.


 


(c)                                  Nonwaiver and Expenses. 
No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right or
otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all
rights hereunder terminate on the Termination Date.


 


8
















 


(d)                                 Notices. 
Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed
given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto prior to 6:30 p.m.  (New York City time) on a business day or by
email to the email address set forth on the signature pages attached
hereto if such email is sent prior to 6:30 p.m.  (New York City time) on a business day, (b) the
next business day after the date of transmission or email, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto or by email to the email address set
forth on the signature pages attached hereto on a day that is not a
business day or later than 6:30 p.m. 
(New York City time) on any business day, (c) the second business
day following the date of mailing, if sent by U.S.  nationally recognized overnight courier
service, or (d) upon actual receipt by the party to whom such notice is
required to be given.  The address for
such notices and communications shall be as set forth on the signature pages attached
hereto.  Any notice, request or other
document required or permitted to be given or delivered to the Holder by the
Company shall be delivered in accordance with this Section 16(d); provided
upon any permitted assignment of this Warrant, the assignee shall promptly
provide the Company with its contact information.


 


(e)                                  Limitation of Liability. 
No provision hereof, in the absence of any affirmative action by Holder
to exercise this Warrant or purchase Warrant Shares, and no enumeration herein
of the rights or privileges of Holder, shall give rise to any liability of
Holder for the purchase price of any Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.


 


(f)                                    Remedies. 
Holder, in addition to being entitled to exercise all rights granted by
law, including recovery of damages, will be entitled to specific performance of
its rights under this Warrant.  The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.


 


(g)                                 Successors and Assigns. 
Subject to applicable securities laws, this Warrant and the rights and
obligations evidenced hereby shall inure to the benefit of and be binding upon
the successors of the Company and the successors and permitted assigns of
Holder.  The provisions of this Warrant
are intended to be for the benefit of all Holders from time to time of this
Warrant and shall be enforceable by any such Holder or holder of Warrant
Shares.


 


(h)                                 Amendment and Waiver. 
This Warrant may be modified or amended or the provisions hereof waived
with the written consent of the Company and the Holder.


 


(i)                                     Severability. 
Wherever possible, each provision of this Warrant shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provisions or the
remaining provisions of this Warrant.


 


(j)                                     Headings. 
The headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this Warrant.


 


9

















 


IN WITNESS
WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto
duly authorized.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLARIENT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ray Land

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  31 Columbia

  
	
   

  	
  Aliso Viejo, CA 92656

  
	
   

  	
  Facsimile: 949-425-5863

  
	
   

  	
  Email: rland@clarientinc.com

  



 


	
  ACCEPTED AND AGREED

  	
   

  
	
   

  	
   

  
	
  SAFEGUARD DELAWARE, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Brian J. Sisko

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
  Notice Address:

  	
   

  
	
   

  	
   

  
	
  800 The Safeguard Building

  	
   

  
	
  435 Devon Park Drive

  	
   

  
	
  Wayne, PA 19087

  	
   

  
	
  Facsimile: 610-482-9105

  	
   

  
	
  Email: bsiskoOsafeguard.com

  	
   

  



 


Signature Page to Warrant


 


10

















 


NOTICE OF EXERCISE


 


To:                              Clarient, Inc.


 


(1)                                  The
undersigned hereby elects to purchase
                
Warrant Shares of Clarient, Inc. 
pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.


 


(2)                                  Payment
shall take the form of (check applicable box):


 


o                                    in lawful money of
the United States; or


 


o                                    the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in subsection 3(d), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 3(d).


 


(3)                                  Please
issue a certificate or certificates representing said Warrant Shares in the
name of the undersigned or in such other name as is specified below:


 


The Warrant Shares shall be delivered to the following:


 


(4)                                  Accredited
Investor.  The undersigned is an “accredited
investor” as defined in Regulation D promulgated under the Securities Act of
1933, as amended.


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  



 

















 


ASSIGNMENT FORM


 


(To assign the
foregoing warrant, execute this form and supply required information.  Do not use this form to exercise the
warrant.)


 


FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to whose address is


 


Dated:


 


	
  Holder’s Signature:

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Holder’s Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature Guaranteed:

  	
   

  	
   

  



 


NOTE: The signature to this Assignment Form must correspond with
the name as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and
those acting in a fiduciary or other representative capacity should tile proper
evidence of authority to assign the foregoing Warrant.