Exhibit 10.56


 


June 29, 2008


 


Clarient
Pathology Services, Inc.


31
Columbia


Aliso
Viejo, CA  92656


 


Ladies
and Gentlemen:


 


The
undersigned, Kenneth B. Bloom, M.D., together with his spouse, Sherry Lynn
Bloom (collectively, “Bloom”), as sole shareholder of Clarient Pathology
Services, Inc. (the “P.C.”), hereby agrees with Clarient, Inc., a
Delaware corporation (“Clarient”), as follows:


 


1.                                       Bloom acknowledges that he is the owner of
100 shares of no par common stock, of the P.C. (the “Shares”).  Bloom agrees that he will not transfer,
assign, pledge or hypothecate in any way the Shares, except in accordance with
the terms of this letter.


 


2.                                       For good and adequate consideration, the
receipt and sufficiency of which Bloom hereby acknowledges, Bloom hereby agrees
irrevocably and unconditionally that at the option of Clarient (the “Option”),
he shall transfer to Clarient or its designee all, but not less than all, of
the Shares by delivery of such Shares, together with necessary stock powers in
blank, against payment in cash in an amount equal to $1.00 per share.  Bloom agrees that the Option shall be
exercised in a manner such that the ownership of the Shares will not violate
any applicable laws or regulations. 
Clarient shall give Bloom written notice of the transfer of the Shares
upon the exercise of the Option.  To
effectuate this provision, Clarient shall hold the Shares in escrow, along with
executed stock powers in blank.


 


3.                                       Clarient hereby agrees to indemnify Bloom and
to hold him harmless from and against any loss, damage, cost or expense
(including, but not limited to, reasonable attorneys’ fees), suffered or
incurred by Bloom, arising out of any claim solely relating to his position as
a shareholder, director, and officer of the P.C. (and not alleging negligence,
wrongful act of willful misconduct on the part of Bloom), of which Bloom
promptly notifies Clarient in writing. 
Clarient shall have the right to assume the defense of any such
indemnified claim and Bloom shall not settle any such claim without Clarient’s
prior written consent.


 


4.                                       The Option shall be binding upon Bloom and
his respective heirs, executors, and administrators, and upon any assignee or
transferee of Shares, by Operation of law or otherwise.


 


5.                                       Nothing contained herein shall be deemed to
give to Clarient a present ownership interest in the Shares.


 

















 


6.                                       The Shares will bear an appropriate legend
stating that the Shares are subject to the terms and conditions set forth in
this letter substantially in the following form, as well as any legend required
by appropriate Blue Sky officials:


 


“The
securities represented by this certificate (i) are subject to the
restrictions on transfer contained in a letter agreement dated June 28,
2008, between Clarient and the holder of this certificate (a copy of which is
available without charge) and (ii) have not been registered under the
Securities Act of 1933 or applicable state securities laws and may not be
transferred, sold or otherwise disposed of in the absence of an effective
registration statement with respect to the securities evidenced by this
certificate.”


 


7.                                       The P.C.’s records and stock ledger shall
contain a stop transfer instruction reflecting this letter agreement.


 


If
the foregoing accurately sets forth the agreement between us, kindly execute
the enclosed counterpart of this letter in the space indicated below for such
purpose and return such signed counterpart to the undersigned, whereupon this
letter shall become a binding agreement between us.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/
  Kenneth J. Bloom, M.D.

  
	
   

  	
   

  
	
   

  	
  Kenneth
  J. Bloom

  
	
   

  	
   

  
	
   

  	
  /s/
  Sherry Lynn Bloom

  
	
   

  	
   

  
	
   

  	
  Sherry
  Lynn Bloom

  



 


Agreed
and Accepted:


 


Clarient, Inc.


 


	
  By:

  	
  /s/
  Michael J. Pellini

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael
  J. Pellini, M.D.

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President
  and Chief Operating Officer