Exhibit 10.25


 


SECOND AMENDMENT TO AMENDED AND RESTATED
REIMBURSEMENT


AND INDEMNITY AGREEMENT


 


This SECOND AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT AND
INDEMNITY AGREEMENT (this “Amendment”) is entered into as of March 14,
2008, by and among CLARIENT, INC., a Delaware corporation (“Clarient”),
SAFEGUARD DELAWARE, INC., a Delaware corporation (“SDI”), and SAFEGUARD
SCIENTIFICS (DELAWARE), INC., a Delaware corporation (“SSI” and,
together with SDI, “Safeguard”).


 


RECITALS


 


Clarient and Safeguard are parties to that certain Amended and Restated
Reimbursement and Indemnity Agreement, dated as of January 17, 2007, as
amended by that First Amendment to Amended and Restated Reimbursement and
Indemnity Agreement entered into as of March 6, 2007 (the “Agreement”).  The parties desire to amend the Agreement in
accordance with the terms of this Amendment.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


1.                                       Section 1(d)(ii) of the
Agreement is amended and restated to read in its entirety as follows:


 


“(ii) incurring any other indebtedness (other than indebtedness
under (x) Clarient’s current loan and security agreements with General
Electric Capital Corporation and (y) that certain Amended and Restated
Senior Subordinated Revolving Credit Agreement dated as of March 14, 2008,
by Clarient and SDI (as the same may be amended, restated or otherwise modified
from time to time, the “SDI Credit Agreement”) and all indebtedness
permitted under the SDI Credit Agreement”


 


2.                                       This Amendment shall be effective
upon receipt by Safeguard of this Amendment, duly executed by Clarient.


 


3.                                       Unless otherwise defined herein, all
initially capitalized terms in this Amendment shall be as defined in the
Agreement.


 


4.                                       Clarient represents and warrants
that the representations and warranties contained in the Agreement are true and
correct in all material respects as of the date of this Amendment (unless such
representations and warranties relate to a specific date, in which case they
shall be true and correct in all material respects on and as of such date).


 


5.                                       Except as expressly amended hereby,
all terms and provisions of the Agreement shall remain in full force and effect
and Clarient hereby affirms, confirms and ratifies the same.


 

















 


6.                                       This Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the Commonwealth of
Pennsylvania, without regard to the conflicts of laws provisions thereof.


 


7.                                       This Amendment may be executed in
three or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one instrument.


 


[signature page follows]


 

















 


IN WITNESS WHEREOF, the undersigned have executed this Second Amendment
to Amended and Restated Reimbursement and Indemnity Agreement as of the date
first set forth above.


 


	
   

  	
  CLARIENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Agnello

  
	
   

  	
  Name: 

  	
  James Agnello

  
	
   

  	
  Title: 

  	
  Senior Vice President, Chief Executive

  
	
   

  	
   

  	
  Officer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD DELAWARE, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Steven J. Grenfell

  
	
   

  	
  Name: 

  	
  Steven J. Grenfell

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD SCIENTIFICS (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian J. Sisko

  
	
   

  	
  Name:

  	
  Brian J. Sisko

  
	
   

  	
  Title:

  	
  Vice President