Exhibit 10.2


 


EXECUTION


 


REGISTRATION RIGHTS
AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”),
dated as of March 26, 2009, is by and among CLARIENT, INC., a Delaware
corporation (the “Company”), and
the undersigned Purchaser (the “Purchaser”).


 


RECITALS


 


In connection with, and
pursuant to, that certain Stock Purchase Agreement by and among the parties
hereto of even date herewith (the “Stock
Purchase Agreement”), the Company has agreed, upon the terms and
subject to the conditions of the Stock Purchase Agreement, to issue and sell to
the Purchaser at the Closings shares of Series A Convertible Preferred
Stock, par value $0.01 per share (the “Series A
Preferred Stock”), of the Company (the “Preferred Shares”), which shall be convertible into shares of
Common Stock, par value $0.01 per share (the “Common
Stock”), of the Company in accordance with the terms of the Company’s
Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock (the “Certificate
of Designations”). 
Capitalized terms used and not otherwise defined herein shall have the
respective meanings set forth in the Stock Purchase Agreement.


 


To induce the Purchaser to
execute, deliver and perform the Stock Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “Securities
Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investors hereby agree as follows:


 


1.             DEFINITIONS.


 


In addition to the
capitalized terms elsewhere defined herein, the following terms, when used
herein, shall have the following meanings, unless the context otherwise
requires:


 


(a)           “Agreement” has the meaning set forth
in the preface above.


 


(b)           “Allowable Grace Period” has the
meaning set forth in Section 3(m).


 


(c)           “Business Day”
means any day except Saturday, Sunday and any day which shall be a legal
holiday or a day on which banking institutions in Los Angeles, California
generally are authorized or required by law or other governmental actions to
close.


 


(d)           “Certificate of Designations” has the
meaning set forth in the recitals above.


 


(e)           “Claims” has the meaning set forth
in Section 6(a).


 


(f)            “Common Stock” has the meaning set forth
in the recitals above.


 





















 


(g)           “Company” has the meaning set forth
in the preface above.


 


(h)           “Conversion Shares” means all of
the shares of Common Stock into which the Preferred Shares are converted or are
potentially convertible.


 


(i)            “Effectiveness Deadline” has the
meaning set forth in Section 2(a).


 


(j)            “Exchange Act” has the meaning set forth
in Section 3(b).


 


(k)           “Filing Deadline” has the
meaning set forth in Section 2(a).


 


(l)            “Grace Period” has the meaning set forth
in Section 3(m).


 


(m)          “Investor Majority” has the
meaning set forth in Section 2(b).


 


(n)           “Investors” means (i) the
Purchaser, (ii) any transferee or assignee thereof to whom the Purchaser
assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 8(c), and (iii) any
transferee or assignee thereof to whom a transferee or assignee assigns its
rights under this Agreement and who agrees to become bound by the provisions of
this Agreement in accordance with Section 8(c).


 


(o)           “Legal Counsel” has the meaning
set forth in Section 2(b).


 


(p)           “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, other entity, an unincorporated organization and a governmental or any
department or agency thereof.


 


(q)           “Preferred Shares” has the
meaning set forth in the recitals above.


 


(r)            “Purchaser” has the meaning set forth
in the preface above.


 


(s)           “Register,”  “registered,” and “registration”
refer to a registration effected by preparing and filing one or more
Registration Statements in compliance with the Securities Act and pursuant to Rule 415
under the Securities Act or any successor rule providing for offering
securities on a continuous or delayed basis (“Rule 415”), and the
declaration or ordering of effectiveness of such Registration Statement(s) by
the SEC.


 


(t)            “Registrable Securities” means (i) all
Conversion Shares issued or issuable upon conversion of the Preferred Shares,
and (ii) any shares of capital stock issued or issuable with respect to
the Conversion Shares as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise; provided, however, that Registrable Securities shall not
include any such shares (A) which have been disposed of pursuant to an
effective registration statement under the Securities Act, (B) which have
been sold or otherwise transferred in a transaction in which the rights under
the provisions of this Agreement have not been assigned, (C) which have
been sold under Rule 144 or (D) with respect to an Investor, this
Agreement has terminated pursuant to Section 8(n) hereof.


 


 


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(u)           “Registration Period” has the
meaning set forth in Section 3(a).


 


(v)           “Registration Statement” means a
registration statement or registration statements of the Company filed under
the Securities Act covering the Registrable Securities.


 


(w)          “Rule 144” means Rule 144
promulgated by the SEC under the Securities Act.


 


(x)            “Safeguard” has the meaning set forth
in the Stock Purchase Agreement.


 


(y)           “Safeguard Registration Rights Agreement” has the meaning set forth in Section 8(a).


 


(z)            “SEC” means the United States
Securities and Exchange Commission.


 


(aa)         “Securities Act” has the
meaning set forth in the recitals above.


 


(bb)         “Series A Preferred Stock” has the
meaning set forth in the recitals above.


 


(cc)         “Stock Purchase Agreement” has the
meaning set forth in the recitals above.


 


(dd)         “Strategic Transaction” has the
meaning set forth in the Stock Purchase Agreement.


 


(ee)         “Subsequent Registration Rights” has the meaning set forth in Section 8(a).


 


2.             REGISTRATION.


 


(a)           Mandatory Registration. The Company
shall prepare and file with the SEC the Registration Statement on Form S-3
covering the resale of all of the Registrable Securities. The Company shall
file the Registration Statement no later than ninety (90) days prior to the
first anniversary of the Initial Closing.


 


Such deadline is referred to herein as the “Filing
Deadline”.  In the
event that Form S-3 is unavailable for such a registration, the Company
shall use such other form as is available for such a registration, subject to
the provisions of Section 2(c). 
The Registration Statement prepared pursuant hereto shall register for
resale at least that number of shares of Common Stock equal to the aggregate
number of Registrable Securities issued and outstanding or deemed issued and
outstanding on an as-converted basis as of the trading day immediately
preceding the date the Registration Statement is initially filed with the SEC,
subject to adjustment as provided in Section 2(d).  The Company shall use its best efforts to
have the Registration Statement declared effective by the SEC no later than the
first anniversary of the Initial Closing (the “Effectiveness
Deadline”).


 


 


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(b)           Legal Counsel. 
Subject to Section 5 hereof, the Investors holding a
majority of the Registrable Securities (on an as converted basis, the “Investor Majority”) shall have the right
to select one legal counsel to review and oversee any offering pursuant to this
Section 2 (“Legal Counsel”), which shall
be Finn Dixon & Herling LLP or such other counsel as thereafter
designated by an Investor Majority.  The
Company shall reasonably cooperate with Legal Counsel in performing the Company’s
obligations under this Agreement.


 


(c)           Ineligibility for Form S-3.  In the event that Form S-3 is not
available for the registration of the resale of Registrable Securities
hereunder, the Company shall (i) register the resale of the Registrable
Securities on another appropriate form reasonably acceptable to an Investor
Majority and (ii) undertake to register the Registrable Securities on Form S-3
as soon as such form is available, provided that the Company shall maintain the
effectiveness of the Registration Statement then in effect until such time as a
Registration Statement on Form S-3 covering the Registrable Securities has
been declared effective by the SEC.


 


(d)           Sufficient Number of Shares Registered.  In the event that the number of shares
available under the Registration Statement filed pursuant to Section 2(a) is,
or becomes, insufficient to cover all of the Registrable Securities required to
be covered by the Registration Statement, the Company shall amend the Registration
Statement, or file a new Registration Statement (on the short form available
therefor, if applicable), or both, so as to cover at least 100% of the
aggregate number of the Registrable Securities required to be registered
hereunder as of the trading day immediately preceding the date of the filing of
such amendment or new Registration Statement, in each case, as soon as
practicable, but in any event not later than fifteen (15) days after the
necessity therefor arises.  The Company
shall use it best efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing
thereof.  For all purposes of this
Agreement, such additional Registration Statement shall be deemed to be the
Registration Statement required to be filed by the Company pursuant to Section 2(a) of
this Agreement, and the Company and the Investors shall have the same rights
and obligations with respect to such additional Registration Statement as they
shall have with respect to the initial Registration Statement required to be
filed by the Company pursuant to Section 2(a).


 


(e)           Selection of Underwriters.  An Investor Majority shall have the right to
select the managing/book-running underwriter(s), if any, for the Registrable Securities
to be registered pursuant to Section 2(a), subject to the Company’s
written approval of such managing/book-running underwriter(s), such written
approval not to be unreasonably withheld, conditioned or delayed.


 


(f)            Certain Limitations. In the event that a
registration hereunder is underwritten (at the election of the Investors as
described in Section 2(e)), if a representative of the
managing/book-running underwriter(s) advises the Investors in writing that
marketing factors require a limitation of the number of securities to be
underwritten (including Registrable Securities) because the number of
securities to be underwritten is likely to have an adverse effect on the price,
timing or the distribution of securities to be offered, then the number of
securities that may be included in the underwriting shall be allocated, first,
to the Investors, allocated among the Investors on a pro rata basis based on
the total number of Registrable Securities held by the Investors and second,
only if the Investors are able to have all of their Registrable Securities
included, to the Company and other holders of registration rights to the extent
they are participating in such offering. 
Any Registrable Securities or other securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration.


 


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(g)           Plan of Distribution. The intended method or
methods of disposition and/or sale (Plan of Distribution) of the Registrable
Securities contained in the Registration Statement to be filed hereunder shall
be in the form attached hereto as Exhibit A, with only such
modifications and changes as expressly agreed by the Company and the Investor
Majority.


 


3.             RELATED
OBLIGATIONS.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Sections
2(a), 2(c) or 2(d), the Company will use its best
efforts to effect the registration of the Registrable Securities covered by
such Registration Statement in accordance with the intended method of
disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


 


(a)           The Company shall promptly prepare and file with the SEC a
Registration Statement with respect to the applicable Registrable Securities (but
in no event later than the Filing Deadline) and use its best efforts to cause
such Registration Statement relating to the applicable Registrable Securities
to become effective no later than the Effectiveness Deadline.  The Company shall use its best efforts to
keep the Registration Statement effective pursuant to Rule 415 at all
times until the date on which the Investors shall have sold all the Registrable
Securities covered by such Registration Statement (the “Registration
Period”), which Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein), at the time it is
first filed with the SEC, at the time it is ordered effective by the SEC and at
all times during which it is required to be effective hereunder (and each such
amendment and supplement at the time it is filed with the SEC and at all times
during which it is available for use in connection with the offer and sale of
the Registrable Securities) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading.  In
the event the Registration Statement is no longer effective during the
Registration Period, the Company shall use its best efforts to immediately
cause a new Registration Statement to become effective pursuant to Sections
2(a), 2(c) or 2(d).


 


(b)           The Company shall prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to a
Registration Statement and the prospectus used in connection with such
Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep such
Registration Statement effective at all times during the Registration Period,
and, during such period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company covered
by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods
of disposition by the seller or sellers thereof as set forth in such
Registration Statement.  In the case of
amendments and supplements to a Registration Statement which are required to be
filed pursuant to this Agreement (including pursuant to this Section 3(b))
by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K
or any analogous report under 


 


5





















the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Company shall have incorporated such
report by reference into the Registration Statement, if applicable, or shall
file such amendments or supplements with the SEC on the same day on which the
Exchange Act report is filed which created the requirement for the Company to
amend or supplement the Registration Statement.


 


(c)           The Company shall permit Legal Counsel to review and
comment upon (i) any Registration Statement prior to its filing with the
SEC and (ii) all other Registration Statements and all amendments and
supplements to all Registration Statements (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and
any similar or successor reports) prior to their filing with the SEC.  The Company shall not submit a request for
acceleration of the effectiveness of a Registration Statement or any amendment
or supplement thereto without the prior approval of Legal Counsel, which
consent shall not be withheld unless Legal Counsel has reasonable objections to
disclosures in the Registration Statement relating to (I) the Registrable
Securities or the Preferred Shares or (II) the Investors.  The Company shall furnish to Legal Counsel,
without charge, (i) any correspondence from the SEC or the staff of the
SEC to the Company or its representatives relating to any Registration
Statement, (ii) promptly after the same is prepared and filed with the SEC,
one copy of any Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated
therein by reference and all exhibits and (iii) upon the effectiveness of
any Registration Statement, one copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto.  The Company shall reasonably cooperate with
Legal Counsel in performing the Company’s obligations pursuant to this Section 3.


 


(d)           The Company shall furnish, without charge, to each
Investor selling Registrable Securities and each underwriter, if any, such
number of copies of such Registration Statement, each amendment and supplement
thereto (in each case including all exhibits), the prospectus included in such
Registration Statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, each free writing prospectus utilized in connection therewith,
in each case, in conformity with the requirements of the Securities Act, and
other documents, as such Investor or underwriter may reasonably request in
order to facilitate the public sale or other disposition of the Registrable
Securities owned by such Investor;


 


(e)           The Company shall use its best efforts to cause such
Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities pursuant to a Registration
Statement; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x) qualify
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(e), (y) subject itself to
general taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction.


 


(f)            The Company shall notify Legal Counsel and each Investor
in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a
Registration Statement, as then in effect, includes an 


 


 


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untrue statement of a material fact or
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading (provided that in no event shall such notice contain
any material, nonpublic information), and promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or
omission, and deliver such number of copies of such supplement or amendment to
Legal Counsel and each Investor as Legal Counsel or such Investor may
reasonably request.  The Company shall
also promptly notify Legal Counsel and each Investor in writing (i) when a
prospectus or any prospectus supplement or post-effective amendment has been
filed, and when a Registration Statement or any post-effective amendment has
become effective (notification of such effectiveness shall be delivered to
Legal Counsel and each Investor by facsimile on the same day of such
effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or
related information, and (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be
appropriate.


 


(g)           The Company shall use its best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension
promptly and to notify Legal Counsel and each Investor who holds Registrable
Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.


 


(h)           The Company shall cooperate with the Investors who hold
Registrable Securities being offered and facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as the case
may be, as the Investors may reasonably request and registered in such names as
the Investors may request.


 


(i)            The Company shall provide a transfer agent and registrar
of all such Registrable Securities not later than the effective date of the
Registration Statement.


 


(j)            The Company shall otherwise use its best efforts to
comply (and continue to comply) with all applicable rules and regulations
of the SEC (including, without limitation, maintaining disclosure controls and
procedures (as defined in Exchange Act Rule 13a-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rule 13a-15(f))
in accordance with the Exchange Act), and make generally available to its
security holders, as soon as reasonably practicable after the effective date of
the registration statement (and in any event within forty-five (45) days, or
ninety (90) days if it is a fiscal year, after the end of such twelve-month
(12) period described hereafter), an earnings statement (which need not be
audited) covering the period of at least twelve (12) consecutive months
beginning with the first day of the Company’s first calendar quarter after the
effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;


 


 


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(k)           Within one (1) Business Day after a Registration
Statement which covers Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to
deliver, to the transfer agent for such Registrable Securities (with copies to
the Investors whose Registrable Securities are included in such Registration
Statement) confirmation that such Registration Statement has been declared
effective by the SEC.


 


(l)            The Company shall use commercially reasonable efforts to
take all other actions reasonably necessary to expedite and facilitate
disposition by Investors of Registrable Securities pursuant to a Registration
Statement.


 


(m)          Notwithstanding anything to the contrary in Section 3(g),
at any time after a Registration Statement has been declared effective by the
SEC, the Company may suspend the use or effectiveness of any Registration
Statement (a “Grace Period”) (and the Investors hereby agree not to
offer or sell any Registrable Securities pursuant to such Registration
Statement during such Grace Period) if there is material, non-public
information about the Company that the Company reasonably determines not to be
in the best interests of the Company to disclose and that the Company is not otherwise
required to disclose; provided, that the Company shall promptly (i) notify
the Investors in writing of such suspension and the date on which the Grace
Period will begin and (ii) notify the Investors in writing of the date on
which the Grace Period ends; and, provided  further, that no
individual Grace Period shall exceed thirty (30) consecutive days and during
any 180 day period, all such Grace Periods shall not exceed an aggregate of
thirty (30) days (an “Allowable Grace Period”).  For purposes of determining the length of a
Grace Period above, the Grace Period shall begin on and include the date the
holders receive the notice referred to in clause (i) and shall end
on and include the later of the date the holders receive the notice referred to
in clause (ii) and the date referred to in such notice.  The provisions of Section 3(g) hereof
shall not be applicable during any Allowable Grace Period.  Upon expiration of the Grace Period, the
Company shall again be bound by the first sentence of Section 3(f) with
respect to the information giving rise thereto unless such material non-public
information is no longer applicable.


 


(n)           In the event of any underwritten public offering (at the
election of the Investors, as described in Section 2(e)), the
Company shall enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter(s) of
such offering selected by the Investor. 
Each Investor participating in such underwriting shall also enter into
and perform its obligations pursuant to such an agreement.


 


(o)           Promptly after the filing of a Registration Statement
hereunder, the Company shall use its best efforts to secure the listing of all
of the Registrable Securities covered by such Registration Statement upon each
national securities exchange and automated quotation system, if any, upon which
shares of Common Stock shall be so listed (subject to notice of issuance) and
shall maintain, so long as any other shares of Common Stock shall be so listed,
such listing of such Registrable Securities.


 


(p)           During the period that the Company is required to maintain
effectiveness of the Registration Statement pursuant to Section 3(a),
the Company shall not bid for or purchase any Common Stock or any right to purchase
Common Stock or attempt to induce any person to purchase any such security or
right if such bid, purchase or attempt would in any way limit the right of the
Investors to sell Registrable Securities by reason of the limitations set forth
in Regulation M under the Exchange Act.


 


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(q)           In the event a Registration Statement covering the
Registrable Securities will terminate by its terms, the Company shall refile
(or file and have declared effective) a new Registration Statement and use its
best efforts to minimize and gap between the two Registration Statements.


 


(r)            To the extent that any of the Investors is deemed to be
an underwriter of Registrable Securities pursuant to any SEC comments or
policies, the Company agrees that:


 


(i)            the indemnification and contribution
provisions contained in Section 6 shall be applicable to the
benefit of the Investors in their role as deemed underwriter in addition to
their capacity as a holder of Registrable Securities;


 


(ii)           the Investors shall be entitled to
conduct the due diligence which they would normally conduct in connection with
an offering of securities registered under the Securities Act, including
without limitation receipt of customary opinions and comfort letters;


 


(iii)          The Company shall obtain opinions of
counsel to the Company (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Investor Majority) in
customary form addressed to the Investors, covering such matters as are
customarily covered in opinions requested in underwritten offerings and dated
as of the date such opinion is customarily dated.


 


(iv)          The Company shall obtain “comfort
letters” and updates thereof from the independent public accountants of the Company
(and, if necessary, any other independent public accountants of any subsidiary
of the Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the
Registration Statement), addressed to the Investors, in customary form and
covering matters of the type customarily covered in comfort letters in
connection with primary underwritten offerings and dated as of the date such
comfort letter is customarily dated.


 


(v)           The Company shall deliver such other
customary documents and certificates as may be reasonably requested by the
Investors to evidence compliance with any customary conditions contained in
underwriting agreements, if any.


 


(s)           Notwithstanding anything to the contrary in Section 2
or 3 of this Agreement, the Company shall not be obligated to take any action
to effect or complete any registration or file the Registration Statement, or
maintain the effectiveness of the Registration Statement, if the Company shall
furnish to the Investors holding Registrable Securities a certificate signed by
the Chief Executive Officer 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 or maintenance of effectiveness for a period of not
more than 120 days in any 365 day period.


 


 


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4.             OBLIGATIONS
OF THE INVESTORS.


 


(a)           At least ten (10) Business Days prior to the first
anticipated filing date of a Registration Statement, the Company shall notify
each Investor in writing of the information the Company reasonably requires
from each such Investor if such Investor elects to have any of such Investor’s
Registrable Securities included in such Registration Statement.  It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Investor
that such Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.


 


(b)           Each Investor, by such Investor’s acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any
Registration Statement hereunder, unless such Investor no longer holds any
Registrable Securities or has notified the Company in writing of such Investor’s
election to exclude all of such Investor’s Registrable Securities from such
Registration Statement.


 


(c)           Each Investor agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section 3(g) or
the first sentence of Section 3(f), such Investor will immediately
discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until such Investor’s
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 3(g) or the first sentence of Section 3(f) or
receipt of notice that no supplement or amendment is required and, if so
directed by the Company, such Investor shall deliver to the Company, or destroy
all copies in such Investor’s possession, any prospectus covering such
Registrable Securities current at the time of receipt of such notice.  Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended shares of Common
Stock to a transferee of an Investor in accordance with the terms of the Stock
Purchase Agreement in connection with any sale of Registrable Securities with
respect to which an Investor has entered into a contract for sale prior to the
Investor’s receipt of a notice from the Company of the happening of any event
of the kind described in Section 3(g) or the first sentence of
Section 3(f) and for which the Investor has not yet settled.


 


5.             EXPENSES
OF REGISTRATION.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, fees and disbursements of Legal Counsel (up
to an aggregate of $20,000) in connection with registration, filing or
qualification pursuant to Sections 2 and 3 of this Agreement and
fees and disbursements of counsel for the Company shall be paid by the Company.


 


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6.                                       INDEMNIFICATION.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


(a)                                  Obligations of
the Company to Indemnify.  In
the event of any registration of any Registrable Securities pursuant to this
Agreement, the Company will, and hereby agrees to, and hereby does, indemnify
and hold harmless, to the fullest extent permitted by law, each Investor, its
directors, officers, fiduciaries, employees, stockholders, members or general
and limited partners (and the directors, officers, fiduciaries, employees,
stockholders, members or general and limited partners thereof), underwriter, if
any, in the offering or sale of such securities, each officer, director,
employee, stockholder, fiduciary, managing director, agent, affiliate,
consultant, representative, successor, assign or partner of such underwriter,
and each other Person, if any, who controls such seller or any such underwriter
within the meaning of the Securities Act, from and against any and all losses, claims,
damages or liabilities, joint or several, actions or proceedings (whether
commenced or threatened) and expenses (including reasonable fees of counsel and
any amounts paid in any settlement effected with the Company’s consent, which
consent shall not be unreasonably withheld, conditioned or delayed) to which
each such indemnified party may become subject under the Securities Act or
otherwise in respect thereof (collectively, “Claims”),
insofar as such Claims arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement under which such securities were registered under the
Securities Act or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary, final or summary prospectus or any
amendment or supplement thereto, together with the documents incorporated by
reference therein, or any free writing prospectus utilized in connection
therewith, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (iii) any violation by the Company of the Securities Act or
the Exchange Act or any rule or regulation promulgated under the
Securities Act or the Exchange Act, and the Company will reimburse any such
indemnified party for any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such Claim
as such expenses are incurred; provided, however, that the Company
shall not be liable to any such indemnified party in any such case to the
extent such Claim arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact made in such registration statement or amendment thereof or
supplement thereto or in any such prospectus or any preliminary, final or
summary prospectus or free writing prospectus in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such indemnified party specifically for use therein; provided, further,
however, that the Company shall not be liable to any such indemnified party
with respect to any 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 shall not be unreasonably withheld).  Such indemnity and reimbursement of expenses
shall remain in full force and effect regardless of any investigation made by
or on behalf of such indemnified party and shall survive the transfer of such
securities by such seller.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of any indemnified party and shall survive the transfer of



 


11

















 


the Registrable Securities by an Investor;
provided, further, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit of any Investor or
underwriter, or any person controlling or claiming through such Investor or
underwriter, from whom the person asserting any such Claim purchased shares in
the offering, if a copy of the prospectus (as then amended or supplemented and
provided by the Company to the Investor or underwriter, as applicable, in
accordance with Section 3(d)) was not sent or given by or on behalf of
such Investor or underwriter to such person, if required by law so to have been
delivered, at or prior to the written confirmation of the sale of the shares to
such Person, and if the prospectus (as so amended or supplemented) would have
cured the defect giving rise to such Claim.


 


(b)                                 Obligations of
the Investors to Indemnify.  Each Investor selling Registrable Securities
that are included in the securities as to which any registration under this
Agreement is being effected shall, severally and not jointly, indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section 6(a))
to the extent permitted by law the Company, its officers and directors, legal
counsel and accountants, each Person controlling the Company within the meaning
of the Securities Act and all other prospective sellers and their respective
directors, officers, stockholders, fiduciaries, managing directors, agents,
affiliates, consultants, representatives, successors, assigns or general and
limited partners and respective controlling Persons for Claims insofar as such
Claims arise out of are based upon any untrue statement or alleged untrue
statement of any material fact in, or omission or alleged omission of any
material fact from, such registration statement, any preliminary, final or
summary prospectus contained therein, or any amendment or supplement thereto,
or any free writing prospectus utilized in connection therewith, if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company or its representatives by or on behalf of such Investor specifically
for use therein, and each such Investor shall reimburse such indemnified party
for any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such Claim as such expenses
are incurred; provided, however, that the aggregate amount which
any such Investor shall be required to pay pursuant to this Section 6(b) and
Sections 6(c) and (e) shall in no case be greater than
the amount of the net proceeds received by such Investor upon the sale of the
Registrable Securities pursuant to the registration statement giving rise to
such Claim.  The Company and each
Investor of Registrable Securities hereby acknowledge and agree that, unless
otherwise expressly agreed to in writing by such Investors to the contrary, for
all purposes of this Agreement, the only information furnished or to be
furnished to the Company by or on behalf of any Investor for use in any such
registration statement, preliminary, final or summary prospectus or amendment
or supplement thereto, or any free writing prospectus, are statements
specifically relating to (i) the number of Registrable Securities held by
such Investor and its Affiliates and (ii) the name and address of such
Investor.  If any additional information
about such Investor or the plan of distribution (other than for an underwritten
offering) is required by law to be disclosed in any such document, then such
Investor shall not unreasonably withhold its agreement referred to in the
immediately preceding sentence.  Such
indemnity and reimbursement of expenses shall remain in full force and effect
regardless of any investigation made by or on behalf of such indemnified party
and shall survive the transfer of such securities by such Investor.


 


12





















 


(c)                                  Blue Sky Laws.  Indemnification similar to that specified in
the preceding paragraphs (a) and (b) of this Section 6
(with appropriate modifications) shall be given by the Company and each seller
of Registrable Securities with respect to any required registration or other
qualification of securities under any applicable securities and state “blue sky”
laws.


 


(d)                                 Procedure.  Any Person entitled to indemnification under
this Agreement shall notify promptly the indemnifying party in writing of the
commencement of any action or proceeding with respect to which a claim for
indemnification may be made pursuant to this Section 6, but the
failure of any indemnified party to provide such notice shall not relieve the indemnifying
party of its obligations under the preceding paragraphs of this Section 6,
except to the extent the indemnifying party is materially and actually
prejudiced thereby and shall not relieve the indemnifying party from any
liability which it may have to any indemnified party otherwise than under this
Agreement.  In case any action or
proceeding is brought against an indemnified party and it shall notify the
indemnifying party of the commencement thereof (as required above), the
indemnifying party shall be entitled to participate therein and to assume the
defense thereof jointly with any other indemnifying party similarly notified,
to the extent that it chooses, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs
of investigation; provided, however, that (i) if the
indemnifying party fails to take reasonable steps necessary to defend
diligently the action or proceeding within twenty (20) days after receiving
notice from such indemnified party that the indemnified party believes it has
failed to do so; or (ii) if such indemnified party who is a defendant in
any action or proceeding which is also brought against the indemnifying party
reasonably shall have concluded that there may be one or more legal or equitable
defenses available to such indemnified party which are not available to the
indemnifying party or which may conflict with those available to another
indemnified party with respect to such Claim; or (iii) if representation
of both parties by the same counsel is otherwise, in the reasonable opinion of
outside counsel to the indemnified party, a conflict of interest between such
indemnified and indemnifying party may exist in respect of such claim, then, in
any such case, the indemnified party shall have the right to assume or continue
its own defense as set forth above (but with no more than one firm of counsel
for all indemnified parties in each jurisdiction) and the indemnifying party
shall be liable for any reasonable expenses therefor.  No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (A) includes an unconditional release of the indemnified party
from all liability arising out of such action or claim and (B) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.


 


(e)                                  Contribution.  If for any reason the foregoing indemnity is
unavailable, unenforceable or is insufficient to hold harmless an indemnified
party under Sections 6(a), (b) or (c), then each
applicable indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of any Claim in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and the indemnified party, on the other 


 


13





















 


hand, with respect to such Claim, as well as
other relevant equitable considerations. 
The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or the indemnified party and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission.  If, however, the allocation provided in the
second preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative faults but also the relative benefits of the indemnifying party and
the indemnified party as well as any other relevant equitable
considerations.  The parties hereto agree
that it would not be just and equitable if any contribution pursuant to this Section 6(e) were
to be determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
preceding sentences of this Section 6(e).  The amount paid or payable in respect of any
Claim shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such Claim.  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.  Notwithstanding anything in this Section 6(e) to
the contrary, no indemnifying party (other than the Company) shall be required
pursuant to this Section 6(e) to contribute any amount in
excess of the net proceeds received by such indemnifying party from the sale of
Registrable Securities in the offering to which the losses, claims, damages or
liabilities of the indemnified parties relate, less the amount of any indemnification
payment made by such indemnifying party pursuant to Sections 6(b) and
(c).


 


(f)                                    Other
Agreements. 
Notwithstanding this Section 6, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement, if any, entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.


 


(g)                                 Payments.  The indemnification and contribution required
by this Section 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or expense, loss, damage or liability is incurred.


 


(h)                                 Survival.  The indemnification and contribution provided
for under this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and will survive the
transfer of Series A Preferred Stock or any Registrable Securities.


 


7.                                       Reports Under the Exchange
Act.  With a view to making
available to the Investors all of the benefits of Rule 144, the Company
agrees to: (i) make and keep public information available, as those terms
are understood and defined in Rule 144, (ii) file with the SEC in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act and (iii) furnish to each Investor so
long as such Investor owns Registrable Securities, promptly upon request, (A) a
written statement by the Company that it has complied with the reporting
requirements of Rule 144 and the Exchange Act, (B) a copy of the most
recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company and (C) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant
to Rule 144 without registration.


 


14

















 


8.                                       Miscellaneous.


 


(a)                                  Other
Registration Rights.


 


(i)                                     The Company may
hereafter grant to any Person or Persons the right to request the Company to
register any equity securities of the Company (the “Subsequent Registration Rights”), or any securities
convertible or exchangeable into or exercisable for such securities, without
the prior written consent of the holders of the Registrable Securities; provided,
however, that the Subsequent Registration Rights may not have priority
over the registration rights of the Registrable Securities hereunder in any
respect and such Subsequent Registration Rights shall have no piggyback rights
on any registration and sale of Registrable Securities hereunder.


 


(ii)                                  The Company has
not previously entered into any agreement granting any registration rights with
respect to any of its securities to any Person which have not been fully
satisfied, other than those rights granted in that certain Amended and Restated
Registration Rights Agreement dated February 27, 2009 by and among the
Company and Safeguard (the “Safeguard
Registration Rights Agreement”).


 


(b)                                 General
Piggyback Rights of the Investors.  If at any time during the Registration Period
there is not an effective Registration Statement covering all of the
Registrable Securities for any reason whatsoever and the Company has filed, or
is preparing to file, with the SEC a registration statement relating to an
offering for its own account or the account of others under the Securities Act
of any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the Securities Act) or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, or any
registration statement filed in connection with the Strategic Transaction, then
the Company shall send to each Investor written notice of such determination
and, if within ten (10) days after receipt of such notice, any such
Investor shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Investor requests to be registered, subject to customary underwriter cutbacks
applicable to all holders of registration rights, which customary underwriter
cutbacks shall be applied pro rata among such holders of registration
rights.  For the sake of clarity, the
covenants and obligations of the Company hereunder (including, without
limitation, Sections 3, 5 and 6) shall apply to such piggy
back registration, as applicable.


 


(c)                                  Specific
Piggyback Rights of the Investors and Safeguard.


 


(i)                                     Piggyback
Rights of the Investors on Safeguard Registration Rights; Amendment to
Safeguard Registration Rights Agreement.  Notwithstanding anything contained herein to
the contrary or any provision in the terms of the Safeguard Registration Rights
Agreement to the contrary, in the event that there is an election for the
underwritten registration of registrable securities under Section 2 of the
Safeguard Registration Rights 


 


15





















 


Agreement, then the Company
shall send to each Investor written notice of such proposed registration and,
if within ten (10) days after receipt of such notice, any such Investor
shall so request in writing, the Company shall include in such registration
statement all or any part of such Registrable Securities such Investor requests
to be registered up to an amount of Registrable Securities equal to twenty
percent (20%) of the registrable securities being included in the registration
under the Safeguard Registration Rights Agreement, subject further to customary
underwriter cutbacks applicable to all holders of registration rights, which
customary underwriter cutbacks shall be applied pro rata among such holders of
registration rights.  For the sake of
clarity, the covenants and obligations of the Company hereunder (including,
without limitation, Sections 3, 5 and 6) shall apply to such piggy back registration,
as applicable.  By its acknowledgement of
this Agreement on the signature pages hereto and the Company’s execution
of this Agreement, each of the Company and Safeguard agrees to this piggyback
provision and this provision shall be deemed to be an amendment to the
Safeguard Registration Rights Agreement and this amendment shall not be further
amended, waived or modified without the prior written consent of an Investor
Majority hereunder.


 


(ii)                                  Piggyback
Rights of Safeguard on Investors’ Registration Rights.  Notwithstanding anything contained herein to
the contrary or any provision in the terms of the Safeguard Registration Rights
Agreement to the contrary, in the event that there is an election for the
underwritten registration of Registrable Securities under Section 2 of
this Agreement, then the Company shall send to each “Holder” under the
Safeguard Registration Rights Agreement written notice of such proposed
registration and, if within ten (10) days after receipt of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such registrable securities such
Holder requests to be registered up to an amount of registrable securities
equal to twenty percent (20%) of the registrable securities being included in
the registration under this Agreement, subject further to customary underwriter
cutbacks applicable to all holders of registration rights, which customary
underwriter cutbacks shall be applied pro rata among such holders of registration
rights.  For the sake of clarity, the
covenants and obligations of the Company under the Safeguard Registration
Rights Agreement shall apply to such piggy back registration, as applicable.


 


(d)                                 Assignment of
Registration Rights.  The
registration rights of any Investor under this Agreement with respect to any
Registrable Securities may be assigned to any Person who acquires such shares
of Registrable Securities; provided that (A) such Person is an
Affiliate of the Investor, (B) if the Investor is a partnership, such
Person is a liquidating trust for the benefit of its partners or such Person is
its partners or former partners in accordance with partnership interests or to
the estate of any such partner or former partner, (C) if the Investor is a
limited liability company, such Person is its members or former members in
accordance with their interest in the limited liability company, (D) if
the Investor is a corporation, such Person is its majority owned subsidiaries
or Affiliates thereof or (E) if the Investor is an individual, such Person
is the Investor’s family member or trust for the benefit of such Investor or
his or her family members or an entity whose equity owners consist solely of
the Investor and his or her family members. 
Upon any such permitted assignment (i) the Investor shall give the
Company written notice at or prior to the time of such assignment stating the
name and address of the assignee and identifying the shares with respect to
which the rights under this Agreement are being assigned; (ii) such
assignee shall agree in writing, in form and substance reasonably satisfactory
to the Company, to be bound to the same extent and in the same capacity as the 


 


16





















 


Investor by the provisions of this Agreement;
and (iii) such assignee acknowledges, immediately following such
assignment, the further disposition of such securities by such assignee may be
restricted under the Securities Act. In connection with any such transfer the
Company shall, at its sole cost and expense, promptly after such assignment
take such reasonable actions as shall be reasonably acceptable to the Investors
and such permitted transferee to assure that the Registration Statement and
related prospectus are available for use by such permitted transferee for sales
of the Registrable Securities in respect of which the rights to registration
have been so assigned.


 


(e)                                  Successors and
Assigns; Third Party Beneficiaries.  Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto will bind and inure to the benefit of the
respective permitted successors and assigns of the parties hereto, whether so
expressed or not.


 


(f)                                    Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.


 


(g)                                 Descriptive
Headings.  The
descriptive headings of this Agreement are inserted for convenience of
reference only and do not constitute a part of, and shall not be utilized in
interpreting, this Agreement.


 


(h)                                 Notices.  Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); (iii) one (1) Business Day after
deposit with a nationally recognized overnight delivery service or (iv) five
(5) days after deposit in the U.S. mail, return receipt requested, in each
case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such
communications shall be:


 


If to the Company:


 


	
  Clarient, Inc.

  
	
  31 Columbia

  
	
  Aliso Viejo, California

  
	
  Facsimile:

  	
  (949) 425-5701

  
	
  Attention:

  	
  Chief Executive Officer

  



 


With
a copy to:


 


	
  Stradling, Yocca, Carlson & Rauth

  
	
  660 Newport Center Drive

  
	
  Suite 1600

  
	
  Newport Beach, California 92660

  
	
  Facsimile:

  	
  (949) 725-4100

  
	
  Attention:

  	
  Shivbir S. Grewal, Esq.

  



 


 


17

















 


If to Legal Counsel:


 


	
  Finn Dixon & Herling LLP

  
	
  177 Broad Street

  
	
  Stamford, Connecticut 06901

  
	
  Facsimile:

  	
  (203) 325-5001

  
	
  Attention:

  	
  Michael J. Herling, Esq.

  



 


If
to an Investor, to its address and facsimile number set forth on the Schedule
of Investors attached hereto, with copies to such Investor’s representatives as
set forth on the Schedule of Investors, or to such other address and/or
facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party five (5) days
prior to the effectiveness of such change. 
Written confirmation of receipt or deposit in the U.S. mail, as the case
may be, (A) given by the recipient of such notice, consent, waiver or
other communication, (B) mechanically or electronically generated by the
sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission, (C) provided
by a courier or overnight courier service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service or (D) by a signed return receipt in accordance
with clause (i), (ii), (iii), or (iv) above,
respectively.


 


(i)                                     Governing Law.  The corporate laws of the State of Delaware
shall govern all issues concerning the relative rights of the Company and its
stockholders.  All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of
Delaware.  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.


 


18





















 


(j)                                     Amendments and
Waivers.  The provisions of this
Agreement may be amended, waived or otherwise modified upon the written
agreement of the Company and the Investor Majority.  Any waiver, permit, consent or approval of
any kind or character on the part of any holders of any provision or condition
of this Agreement must be made in writing and shall be effective only to the
extent specifically set forth in writing. 
Notwithstanding the foregoing, Section 8(c)(ii) shall
not be amended, waived or otherwise modified without the prior written consent
of Safeguard (and/or their permitted transferees under the Safeguard
Registration Rights Agreement).


 


(k)                                  Final Agreement.  This Agreement constitutes the complete and
final agreement of the parties concerning the matters referred to herein and
supersedes all prior agreements and understandings.


 


(l)                                     Execution.  This Agreement may be executed in identical
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. 
This Agreement, once executed by a party, may be delivered to the other
party hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.


 


(m)                               Consents.  All consents and other determinations to be
made by the Investors pursuant to this Agreement shall be made, unless
otherwise specified in this Agreement, by Investors holding  a majority of the Registrable Securities,
determined as if all of the Preferred Shares then outstanding have been
converted into or exercised for Registrable Securities without regard to any
limitations on conversion of the Preferred Shares.


 


(n)                                 Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent
and no rules of strict construction will be applied against any party.


 


(o)                                 Termination of
Agreement.  This
Agreement and all registration rights granted to an Investor shall terminate
and be of no further force or effect with respect to that Investor if all of
the following conditions are satisfied: (i) such Investor (together with
its Affiliates, partners and former partners, member and former members) holds
less than two percent (2%) of the Company’s outstanding Common Stock (treating
all shares of convertible Preferred Stock on an as converted basis) and (ii) all
Registrable Securities held by and issuable to such Investor (and its
affiliates, partners and former partners, members and former members) may be
sold under Rule 144 during any ninety (90) day period, and provided that
the Company’s Common Stock is traded on a national stock exchange. For the
avoidance of doubt, this Agreement and all registration rights granted to the
Purchasers hereunder shall terminate and be of no further force or effect if
the Initial Closing does not occur.


 


(p)                                 Time
of the Essence. Time is of the essence in connection with
the Company’s performance of its obligations under this Agreement.


 


*
* * * * *


 


19

















 


[Signature Page to
Clarient, Inc.


Registration Rights Agreement]


 


IN WITNESS
WHEREOF, the Investors and the Company have caused this
Registration Rights Agreement to be duly executed as of the date first written
above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CLARIENT,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald A. Andrews

  
	
   

  	
   

  	
  Name:

  	
  Ronald A. Andrews

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  



 

















 


[Signature Page to
Clarient, Inc.


Registration Rights Agreement]


 


IN WITNESS
WHEREOF, the Purchasers and the Company have caused this
Registration Rights Agreement to be duly executed as of the date first written
above.


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  OAK INVESTMENT PARTNERS
  XII, LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  /s/ Ann H. Lamont

  
	
   

  	
  Ann
  H. Lamont

  
	
   

  	
  Managing
  Member of Oak Associates XII, LLC

  
	
   

  	
  The
  General Partner of Oak Investment Partners XII,

  Limited Partnership

  



 

















 


SCHEDULE OF INVESTORS


 


	
  Investor’s Name

  	
   

  	
  Investor’s Address and Facsimile Number

  
	
  Oak
  Investment Partners XII, Limited Partnership

  	
   

  	
  One
  Gorham Island

  Westport, Connecticut 06880

  Attention: Ann H. Lamont

  Facsimile: (203) 226-6570

  



 






 












 


EXHIBIT A


 


Plan of Distribution


 


Each Selling Stockholder (the “Selling Stockholders”) of the
common stock and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of common stock covered
hereby on any stock exchange, market or trading facility on which the shares
are traded or in private transactions. 
These sales may be at fixed or negotiated prices.  A Selling Stockholder may use any one or more
of the following methods when selling shares:


 


·                  ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;


 


·                  block trades in which the broker-dealer
will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;


 


·                  purchases by a broker-dealer as principal
and resale by the broker-dealer for its account;


 


·                  an exchange distribution in accordance
with the rules of the applicable exchange;


 


·                  privately negotiated transactions;


 


·                  settlement of short sales entered into
after the effective date of the registration statement of which this prospectus
is a part;


 


·                  in transactions through broker-dealers
that agree with the Selling Stockholders to sell a specified number of such
shares at a stipulated price per share;


 


·                  through the writing or settlement of
options or other hedging transactions, whether through an options exchange or
otherwise;


 


·                  a combination of any such methods of
sale; or


 


·                  any other method permitted pursuant to
applicable law.


 


The Selling Stockholders may also sell shares under Rule 144 under
the Securities Act of 1933, as amended (the “Securities Act”), if
available, rather than under this prospectus.


 


Broker-dealers engaged by the Selling Stockholders may arrange for
other brokers-dealers to participate in sales. 
Broker-dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker-dealer acts as agent for the 


 


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purchaser of shares, from the purchaser) in amounts to
be negotiated, but, except as set forth in a supplement to this Prospectus, in
the case of an agency transaction not in excess of a customary brokerage
commission in compliance with FINRA Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with FINRA IM-2440.


 


In connection with the sale of the common stock or interests therein,
the Selling Stockholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in
short sales of the common stock in the course of hedging the positions they
assume.  The Selling Stockholders may
also sell shares of the common stock short and deliver these securities to
close out their short positions, or loan or pledge the common stock to
broker-dealers that in turn may sell these securities.  The Selling Stockholders may also enter into
option or other transactions with broker-dealers or other financial
institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of shares offered
by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


 


The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales.  In such event, any commissions received by
such broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.  Each Selling
Stockholder has informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to
distribute the Common Stock. In no event shall any broker-dealer receive fees,
commissions and markups which, in the aggregate, would exceed eight percent
(8%).


 


The Company is required to pay certain fees and expenses incurred by
the Company incident to the registration of the shares.  The Company has agreed to indemnify the
Selling Stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.


 


Because Selling Stockholders may be deemed to be “underwriters” within
the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder.  The Selling Stockholders have advised us that
there is no underwriter or coordinating broker acting in connection with the
proposed sale of the resale shares by the Selling Stockholders.


 


We agreed to keep this prospectus effective until all of the shares
continuing to have registration rights have been sold pursuant to this
prospectus or Rule 144 under the Securities Act or any other rule of
similar effect.  The resale shares will
be sold only through registered or licensed brokers or dealers if required
under applicable state securities laws. In addition, in certain states, the
resale shares of Common Stock covered hereby may not be sold unless they have
been registered or qualified for sale in the applicable state or an exemption
from the registration or qualification requirement is available and is complied
with.


 


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Under applicable rules and regulations under the
Exchange Act, any person engaged in the distribution of the resale shares may
not simultaneously engage in market making activities with respect to the
common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. 
In addition, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of
shares of the common stock by the Selling Stockholders or any other
person.  We will make copies of this
prospectus available to the Selling Stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or prior to the
time of the sale (including by compliance with Rule 172 under the
Securities Act).


 


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