Exhibit 10.6


 


EXECUTION


 


STOCKHOLDERS AGREEMENT


 


STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of March 26, 2009, by and among
Safeguard Delaware, Inc., a Delaware corporation, Safeguard Scientifics, Inc.,
a Pennsylvania corporation, Safeguard Scientifics (Delaware), Inc., a
Delaware corporation (collectively, the “Safeguard  Entities”), and Oak Investment Partners XII, Limited
Partnership, a Delaware limited partnership (“Oak”).  Each of the Safeguard Entities and Oak are
referred to as “Stockholders” herein.


 


WHEREAS, the Safeguard
Entities are, as of the date hereof, collectively the record and beneficial
owners of (i) 46,483,821 shares of the Common Stock, par value $0.01 (“Common Stock”), of Clarient, Inc., a Delaware
corporation (the “Company”), and  (ii) warrants to purchase 2,829,473 shares of Common
Stock (“Warrants”);


 


WHEREAS, the Company and Oak
concurrently herewith are entering into a Stock Purchase Agreement (the “Stock Purchase Agreement”), which provides, among other
things, for the purchase by Oak of an aggregate of 5,263,158 shares the Company’s
Series A Convertible Preferred Stock, par value $0.01 (“Series A Preferred Stock”) at two closings and up to an
additional 1,315,790 shares of the Series A Preferred Stock in one or more
subsequent closings;


 


WHEREAS, all capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Stock Purchase Agreement;


 


WHEREAS, as a condition
precedent to the Initial Closing of the Stock Purchase Agreement, and in order
to induce Oak to enter into the Stock Purchase Agreement, each Stockholder has
agreed to enter into this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual premises, representations,
warranties, covenants and agreements contained in this Agreement and the other
Transaction Documents, the parties, intending to be legally bound, hereby agree
as follows:


 


SECTION 1.   Representations
and Warranties of the Stockholders. 
Each Stockholder hereby severally, and not jointly, represents and
warrants, as of the date hereof and as of each Closing Date, as follows:


 


(a)           Such
Stockholder is duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, has all requisite corporate, limited
liability company or partnership power and authority, as the case may be, to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement.  The execution and
delivery of this Agreement by such Stockholder and the consummation by such
Stockholder of the transactions contemplated by this Agreement have been duly
authorized by all requisite corporate, limited liability company or partnership
action, as the case may be, on the part of such Stockholder.


 





















 


(b)           This
Agreement has been duly executed and delivered by such Stockholder and
constitutes a valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights
generally, and (ii) the availability of the remedy of specific performance
or injunctive or other forms of equitable relief may be subject to equitable
defenses and would be subject to the discretion of the court before which any
proceeding therefor may be brought.


 


(c)           Neither
the execution and delivery of this Agreement nor the consummation by such
Stockholder of the transactions contemplated hereby will result in a violation
of, or a default under, or conflict with, any contract, trust, commitment,
agreement, understanding, arrangement or restriction of any kind to which such
Stockholder is a party or by which it is bound or to which any Securities held
or controlled by such Stockholder are subject. 
Except for any necessary filings under the Securities Act and the
Exchange Act or otherwise disclosed in the Stock Purchase Agreement,
consummation by such Stockholder of the transactions contemplated hereby will
not violate, or require Approval under any Applicable Law applicable to such
Stockholder or such Securities.


 


(d)           Such
Securities and the certificates representing such Securities (if any) will be
held by such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all Liens (other than Permitted Liens, and
lender liens), proxies, voting trusts or agreements, understandings or other
similar arrangements other than pursuant to this Agreement and any transfer
restrictions set forth in any registration rights agreements and stock purchase
agreements.


 


SECTION 2.   Waiver
of Anti-dilution Protection and Preemptive Rights.  The Safeguard Entities hereby waive all
rights to anti-dilution protection and preemptive rights (or similar rights) in
connection with the issuance of the Series A Preferred Stock to Oak and
the issuance of Common Stock upon the conversion of such Series A
Preferred Stock pursuant to the terms of the Stock Purchase Agreement and/or
the Certificate of Designations, as applicable. 
This is a limited waiver and shall not be deemed to constitute a waiver
of any other rights or protections or be applicable to any other issuance of
securities by the Company.


 


SECTION 3.   Right
of First Offer.


 


(a)           Subject
to the terms and conditions specified in this Section 3, the Safeguard
Entities hereby grant to Oak a limited right of first offer with respect to any
Block Transfer proposed to be effected by the Safeguard Entities.  “Block Transfer”
means a privately negotiated Transfer of Common Stock and/or Warrants owned by
the Safeguard Entities or group of related Transfers that are intended for the
same Person, which represents more than five percent (5%) or more of the issued
and outstanding shares of Common Stock (including the shares of Common Stock
issuable upon conversion of the Series A Preferred Stock).  For the avoidance of doubt, a bona fide
public sale (i.e., a registered public offering, a sale effected in accordance
with Rule 144 under the Securities Act or otherwise where purchaser and
seller do not know each other and have no privity of contract, including
through any broker, dealer or underwriter acting in a capacity as such, that
purchase Securities for distribution) shall not be considered a “Block Transfer.”


 


 


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(b)           Each
time the Safeguard Entities propose to effect a Block Transfer, the Safeguard
Entities shall first make an offering of such Securities to Oak in accordance
with the following provisions:


 


(i)            The
Safeguard Entities shall deliver a written notice (the “Block Transfer Notice”) to Oak stating the
Safeguard Entities are contemplating initiating discussions regarding the
private sale of some or all of their Common Stock and/or Warrants.  Such Block Transfer Notice shall state the
portion of such securities which the Safeguard Entities are considering
selling;


 


(ii)           By
written notification received by the Safeguard Entities within fifteen (15)
days after giving of the Block Transfer Notice, Oak may make an offer to
purchase the securities proposed to be Transferred by identifying the
definitive price and other material terms on which it would propose to acquire
such securities;


 


(iii)          The
Safeguard Entities will, within fifteen (15) days of the receipt of any such
Oak proposal, accept or reject such proposal. 
If the Safeguard Entities reject the proposal, they then may proceed to
initiate third party negotiations concerning the identified securities and to
consummate any Transfer which may be thereafter agreed to.


 


(iv)          Notwithstanding
anything to the contrary contained herein, if the Safeguard Entities or any of
them is approached by a third party wishing to acquire some or all of the
Common Stock and/or Warrants held by the Safeguard Entities and such approach
is not the direct result of negotiations with, or solicitations of, such third
party initiated by one or more of the Safeguard Entities, the Safeguard
Entities shall have no obligation to offer such securities to Oak or to notify
Oak of such offer or any matter related thereto.


 


(v)           In
the event that the Safeguard Entities propose to effect a public sale of Common
Stock that would otherwise be a Block Transfer if it were not a public sale but
instead a privately negotiated sale, the Safeguard Entities shall use their
good faith efforts to provide Oak with at least one (1) days’ notice prior
to such Transfer so that Oak can have an opportunity to purchase such shares of
Common Stock in a negotiated private sale. 
If the Safeguard Entities believe that market conditions or other
conditions do not allow such an opportunity to provide Oak with such notice,
then such a determination shall be deemed to satisfy the good faith efforts of
the Safeguard Entities pursuant to this clause (v).


 


(vi)          A
Permitted Transferee Sale shall be exempt from the foregoing provisions.


 


SECTION 4.   Voting
of Securities.


 


(a)           The
Safeguard Entities shall vote the Securities they own of record, or
beneficially own, in favor of the NASDAQ Stockholder Approval (which affirmative
vote may be in the form of a written consent, as may be requested by the
Company).


 


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(b)           Unless
(i) mutually agreed to by Oak and the Safeguard Entities, (ii) the
net proceeds (to the extent consisting of cash or securities listed on a
national securities exchange) per share of Common Stock of the Company received
at the closing of any transaction described in this Section 4(b) will
be equal to or greater than $3.80 (as adjusted for any stock split,
consolidation, reorganization, merger, dissolution and the like with respect to
such shares), or (iii) the transaction is approved by at least two-thirds
(2/3) of the members of the Board of Directors of the Company (each, an “Approved Change in Control”), neither Oak nor any of the
Safeguard Entities shall vote any Securities it owns of record, or beneficially
owns, in favor of a sale of all of substantially all of the consolidated assets
of the Company or any merger, consolidation or similar transaction requiring a
vote of the stockholders of the Company where the holders of capital stock of
the Company immediately prior to such transaction will hold 50% or less of the
voting power of the Company surviving such transaction (or other Person which
is the issuer of the capital stock into which the capital stock of the Company
is converted or exchanged in such transaction). Notwithstanding anything to the
contrary contained herein, this provision shall be of no further force or
effect beyond December 31, 2010.


 


(c)           Neither
Oak nor any Safeguard Entity will: (i) grant any proxy, power of attorney
or other authorization or consent in or with respect to Securities; (ii) deposit
Securities into a voting trust or enter into a voting agreement or arrangement
with respect to Securities; or (iii) take any other action with respect to
Securities that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated
hereby.


 


SECTION 5.   Further
Assurances.  Each party will, upon
request of the other, execute and deliver any additional documents and take
such further actions as may reasonably be deemed by the other party to be
necessary or desirable to carry out the provisions hereof.


 


SECTION 6.   Termination.  This Agreement, and all rights and
obligations of the parties hereunder, will terminate immediately upon the
earliest to occur of the following: (i) mutual written consent of Oak and
the holders of a majority of the issued and outstanding shares of Common Stock
held by the Safeguard Entities; (ii) consummation of an Approved Change in
Control; (iii) the Company no longer being subject to the reporting
requirements of Sections 13 or 15(d) of the Exchange Act; (iv) either
Oak or the Safeguard Entities beneficially owning less than ten percent (10%)
of the outstanding Common Stock (including, in the case of Oak, Common Stock
issuable upon conversion of the Series A Preferred Stock); or (v) the
fourth (4th) anniversary
of the date hereof.


 


SECTION 7.   Definitions.  For purposes of this Agreement, the following
terms have the following meanings:


 


(a)           An
“Affiliate” of any Person means any other Person directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common
control with such first Person within the meaning of the Exchange Act,
including, any venture capital, private equity or similar fund now or hereafter
existing which is controlled by one or more general partners or managing
members of, or shares the same management company with, such Person.


 


(b)           “Applicable
Law” means, with respect to any Person, any domestic or foreign, federal,
state, provincial or local statute, law, ordinance, rule, administrative
interpretation, regulation, order, writ, injunction, directive, judgment,
decree or other requirement of any Governmental Entity applicable to such
Person or any of their respective properties or assets.


 


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(c)           “Approval”
means any approval, authorization, consent, qualification, order, registration,
or any waiver of any of the foregoing, required by Applicable Law or by
assertion of any Governmental Entity to be obtained from, or any notice,
statement or other communication required to be filed with or delivered to, any
Governmental Entity.


 


(d)           “NASDAQ”
means the NASDAQ Capital Market.


 


(e)           “NASDAQ
Stockholder Approval” means stockholder approval required by NASDAQ in
connection with the transactions contemplated by the Stock Purchase Agreement
and the Certificate of Designation (as defined in the Stock Purchase Agreement)
(including, without limitation, the issuance or potential issuance of a number
of shares of Common Stock which is greater than or equal to twenty percent
(20%) of the number of shares outstanding on the date of the Stock Purchase
Agreement and/or any potential change of control (as currently defined or as
proposed to be defined under the rules and regulations of NASDAQ)).


 


(f)            “Permitted
Transferee Sale” means a Transfer to an Affiliate provided that such
Affiliate executes a customary joinder agreement whereby such Affiliate agrees
to be bound under this Agreement to the same extent as the transferor.


 


(g)           “Person”
means any individual, firm, partnership, corporation, association, group (as
such term is used in Rule 13d-5 promulgated under the Exchange Act as in
effect on the date hereof) or other entity, and shall include any successor (by
merger or otherwise) of such entity.


 


(h)           “Principal Market” means the
principal securities exchange on which the Common Stock may at the time be
listed, or if at such time the Common Stock is not so listed, the NASDAQ, or if
the Common Stock is not traded on the NASDAQ, then the principal securities
exchange or trading market for the Common Stock.


 


(i)            “Securities”
means, collectively, the Series A Preferred Stock, the Common Stock
(including share of Common Stock issued upon conversion of the Series A
Preferred Stock), the Warrants and any other equity securities of the Company
now or subsequently owned of record or beneficially by the parties hereto.


 


(j)            “Transfer”
means transfer, sell, assign or otherwise dispose of.


 


SECTION 8.   Expenses.  All fees and expenses incurred by any one
party hereto will be borne by the party incurring such fees and expenses.


 


SECTION 9.   Public
Disclosure.  Oak and the Safeguard
Entities will consult with each other before issuing any press release or
otherwise making any public statement with respect to the this Agreement and
will not issue any such press release or make any such public statement prior
to such consultation, except as may be required by Applicable Law (including
under the Exchange Act) or any listing agreement with a national securities
exchange, in which case reasonable efforts to consult with the other party will
be made prior to any such release or public statement.


 


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SECTION 10.   Miscellaneous.


 


(a)           All
notices and other communications hereunder shall be in writing and shall be
deemed given on the date of delivery if delivered personally or by commercial
delivery service, or sent via telecopy (receipt confirmed) to the parties at
the following addresses or telecopy numbers (or at such other address or
telecopy numbers for a party as shall be specified by like notice):


 


(i)            if
to any Safeguard Entity, to:


 


Safeguard
Scientifics, Inc.

435 Devon Park Drive

Building 800

Wayne, Pennsylvania 19087

Attention:  General Counsel

Facsimile:  (610) 293-0601


 


(ii)           if
to Oak, to:


 


Oak Investment Partners XII,
Limited Partnership

One Gorham Island

Westport, Connecticut 06880

Attention:  Ann H. Lamont

Facsimile: (203) 227-0327


 


with a
copy to:


 


Finn Dixon & Herling
LLP

177 Broad Street

Stamford, Connecticut 06901

Attention:  Michael J. Herling, Esq.

Facsimile:  (203) 325-5001


 


(b)           This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party, it being understood that all parties need not sign the same
counterpart.


 


(c)           This
Agreement (and the documents and instruments and other agreements among the
parties hereto as contemplated by or referred to herein), constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof and are not intended to
confer upon any other person any rights or remedies hereunder.


 


(d)           In
the event that any provision of this Agreement, or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal, void
or unenforceable, the remainder of this Agreement will continue in full force and
effect and the application of such provision to other persons or circumstances
will be interpreted so as reasonably to effect the intent of the parties
hereto.  The parties further agree to
replace such void or unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of such void or unenforceable provision.


 


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(e)           Except
as otherwise provided herein, any and all remedies herein expressly conferred
upon a party will be deemed cumulative with and not exclusive of any other
remedy conferred hereby, or by law or equity upon such party, and the exercise
by a party of any one remedy will not preclude the exercise of any other
remedy.  The parties hereto agree 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 seek an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction, this
being in addition to any other remedy to which they are entitled at law or in
equity.


 


(f)            This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law thereof.  Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in the State
of Delaware for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner
permitted by law.  If any provision of
this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other
jurisdiction.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


(g)           No
party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other
parties.  Subject to the preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.


 


(h)           This
Agreement may be amended, waived, terminated or otherwise modified only with
the prior written consent of Oak and the holders of a majority of the issued
and outstanding shares of Common Stock held by the Safeguard Entities.


 


(i)            For
all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:


 


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(i)            terms include the plural as well as
the singular;


 


(ii)           all references in this Agreement to
designated “Sections” and other subdivisions are to the designated Sections and
other subdivisions of the body of this Agreement;


 


(iii)          the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to
any particular Section or other subdivision;


 


(iv)          “or” is not exclusive; and


 


(v)           “including” and “includes” will be
deemed to be followed by “but not limited to” and “but is not limited to,”
respectively.


 


(j)            The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


 


(k)           Reference
to the subsidiaries of an entity shall be deemed to include all direct and
indirect subsidiaries of such entity.


 


(l)            The
parties hereto have participated jointly in the negotiation and drafting of
this Agreement.  In the event any
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by all parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provision of this Agreement.


 


(m)          The
obligations and representations and warranties of the Stockholders under this
Agreement are several and not joint, and are in their capacities as such.


 


(n)           Each
Stockholder agrees that such Stockholder is not relying upon any person, firm,
or corporation, other than the Company and its officers and directors, in
making its investment or decision to invest in the Company.


 


(o)           Solely
for purposes of Section 2 hereof, the Company is an intended third party
beneficiary of this Agreement


 


[Remainder
of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the undersigned have
executed and delivered or caused this Agreement to be duly executed and
delivered as of the date first written above.


 


	
  STOCKHOLDERS:

  	
  OAK INVESTMENT PARTNERS XII,

  
	
   

  	
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Oak Associates XII, LLC

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann H. Lamont

  
	
   

  	
   

  	
  Name:

  	
  Ann H. Lamont

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFEGUARD DELAWARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter J. Boni

  
	
   

  	
   

  	
  Name:

  	
  Peter J. Boni

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFEGUARD SCIENTIFICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter J. Boni

  
	
   

  	
   

  	
  Name:

  	
  Peter J. Boni

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFEGUARD SCIENTIFICS (DELAWARE), INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter J. Boni

  
	
   

  	
   

  	
  Name:

  	
  Peter J. Boni

  
	
   

  	
   

  	
  Title:

  	
  President