Exhibit 10.2


 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights Agreement  (this
“Agreement”) is entered into as of March 14,
2008, by and between Clarient, Inc., a Delaware corporation (the “Company”), Safeguard Delaware, Inc., a Delaware
corporation (“SDI”), Safeguard Scientifics, Inc.,
a Pennsylvania corporation (“SSI”), and
Safeguard Scientifics (Delaware), Inc., a Delaware corporation (“Safeguard Delaware”). 
Each of SDI, SSI and Safeguard Delaware are referred to herein as a “Safeguard
Entity” and SDI, SSI and Safeguard Delaware are referred to collectively herein
as the “Safeguard Entities.”


 


W I T N E S S E T H:


 


WHEREAS, the Company entered
into that certain Amended and Restated Senior Subordinated Revolving Credit
Agreement, dated as of March 13, 2008, by and between SDI and the Company
(the “Loan Agreement”), pursuant to which,
among other things, SDI will provide a $21,000,000 senior subordinated
revolving credit facility to the Company;


 


WHEREAS, pursuant to the terms
of, and in partial consideration for SDI’s agreement to enter into the Loan
Agreement, the Company has agreed to issue SDI various warrants to purchase
shares of the Company’s common stock (“Common Stock”),
$0.01 par value (the “Facility Warrants,”
and the shares of Common Stock issuable pursuant to the Facility Warrants, the “Facility Warrant Shares”);


 


WHEREAS, the Company has
previously issued the Safeguard Entities (i) shares of Common Stock (the “Outstanding  Shares”), (ii) warrants
to purchase shares of Common Stock (the “Outstanding Warrants,”
and the shares of Common Stock issuable pursuant to the Outstanding Warrants,
the “Outstanding  Warrant
Shares” and collectively with the Facility Warrant Shares and the
Outstanding Shares, the “Safeguard Shares”);
and


 


WHEREAS, pursuant to the terms
of, and in partial consideration for SDI’s agreement to enter into, the Loan
Agreement, the Company has agreed to provide the Safeguard Entities with
certain registration rights, as well as certain other rights and remedies as
set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual promises, representations, warranties, covenants and conditions
set forth in the Loan Agreement and this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and each Safeguard Entity hereby agrees as follows:


 

















 


1.                             Certain Definitions.  Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed thereto in the Loan
Agreement.  As used in this Agreement,
the following terms shall have the following respective meanings:


 


“Commission” or “SEC” shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.


 


“Holder” and “Holders” shall mean the applicable Safeguard Entity and any
transferee of Registrable Securities which have not been sold to the public to
whom the registration rights conferred by this Agreement have been transferred
in compliance with this Agreement.


 


“Registrable Securities” shall
mean: (i) the Safeguard Shares, (ii) securities issued or issuable
upon any stock split, stock dividend, recapitalization or similar event with
respect to the Safeguard Shares; and (iii) any other security issued as a
dividend or other distribution with respect to, in exchange for or in
replacement of the securities referred to in the preceding clauses.


 


The terms “register”, “registered” and “registration”
shall refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.


 


“Registration Expenses” shall
mean all expenses to be incurred by the Company in connection with each Holder’s
registration rights under this Agreement other than Selling Expenses,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, “blue sky” fees
and expenses, reasonable fees and disbursements of counsel to Holders (using a
single counsel selected by a majority in interest of the Holders if more than
one Holder is participating in a registration hereunder) for a “due diligence”
examination of the Company and review of the registration statement and related
documents, and the expense of any special audits incident to or required by any
such registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company).


 


“Securities Act” shall mean the
Securities Act of 1933, as amended.


 


“Selling Expenses” shall mean
all underwriting discounts and selling commissions applicable to the sale of
Registrable Securities, and all fees and disbursements of counsel for Holders
not included within “Registration Expenses.”


 


2.                             Request for Registration.


 


(a)                           If the Company
receives from a Holder or Holders of not less than 50% of the then outstanding
Registrable Securities a written request that the Company


 

















 


effect a registration
with respect to shares of Registrable Securities held by such Holder or Holders
having an aggregate price to the public (net of underwriters’ discounts and
commissions) of at least $500,000 or with respect to at least 300,000 shares of
Registrable Securities, the Company will, as soon as practicable, use
commercially reasonable efforts to effect such registration (including, without
limitation, appropriate qualification under applicable state securities laws as
Holders may request and appropriate compliance with applicable regulations
issued under the Securities Act and any other governmental requirements or
regulations) as may be so requested and as would permit or facilitate the sale
and distribution, though negotiated, underwritten or other transactions or
through a combination of such methods of sale at the election of such
Holder(s), of all or such portion of such the Registrable Securities as are
specified in such request.


 


(b)                           Notwithstanding Section 2(a),
the Company shall not be obligated to take any action to effect or complete any
such registration pursuant to this Section 2:


 


(i)                            During the period
starting with the date ninety (90) days prior to the Company’s estimated date
of filing of, and ending on the date sixty (60) days immediately following the
effective date of, any registration statement pertaining to securities of the
Company (other than a registration of securities in a Rule 145 transaction
or with respect to an employee benefit plan), provided, that the Company
gives notice of its intention to file such registration statement to the Holder
or Holders within thirty (30) days of its request for such registration; and provided,
further that the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective;
however, the Company may not delay a requested registration under this
paragraph if the Company’s registration statement will include no equity
securities or securities convertible into equity securities and the requested
registration will not be part of an underwritten public offering; or


 


(ii)                           After the Company has
effected two (2) registrations pursuant to this Section 2; provided
that any registration request that (A) is delayed by the Company pursuant
to Section 2(b)(i) or (B) does not result in a registration
being effected, will not count towards such two (2) registration limit; or


 


(iii)                          If the Holder
requesting registration is able to sell all of such Holder’s shares requested
to be registered under Rule 144 of the Securities and Exchange Commission
adopted under the Securities Act; or


 


(iv)                          If the Company shall
furnish to the Holder or Holders requesting registration a certificate signed
by the President 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 for a period of not more than
120 days after receipt of the request of the initiating Holders; provided,
however, that the Company may not utilize this right more than once in
any 12-month period.


 

















 


(c)                           If the registration
pursuant to this Section 2 is effected through a firm commitment
underwritten public offering at the election of the Holder, the Company shall,
together with such Holder, enter into an underwriting agreement in customary
form with a managing underwriter selected by the Holder and reasonably
acceptable to the Company. 
Notwithstanding any other provision of this Section 2, if the
managing underwriter advises the Company in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
Company shall so advise the Holder and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be
limited to such amount; provided, however, that in the event of
such limitation on the number of shares to be underwritten, no securities to be
registered for sale by the Company shall be included unless all shares of
Registrable Securities requested by the Holder to be included in such
underwriting are so included.


 


3.                          Company Registration.


 


(a)                           If at any time or
from time to time the Company shall determine to register any of its equity
securities, either for its own account for the account of a Holder or the
account of a stockholder who is not a Holder, the Company shall:


 


(i)                            promptly give the
Holders (excluding any such Holder for whose account the shares are determined
to be registered) written notice thereof; and


 


(ii)                           include in such
registration (and any related qualifications including compliance with “blue
sky” laws), and in any underwriting involved therein, all the shares of
Registrable Securities specified in a written request or requests, made within
20 days after the date of such written notice from the Company, by any such
Holder.


 


(b)                           If the registration
of which the Company gives notice is for a registered public offering involving
an underwriting, the Company shall so advise each Holder as a part of the
written notice given pursuant to Section 3(a)(i). In such event, the right
of each Holder to registration pursuant to this Section 3 shall be
conditioned upon such Holder’s participation in such underwriting and the
inclusion of shares of Registrable Securities in the underwriting shall be
limited to the extent provided herein. 
Each Holder shall (together with the Company and the other stockholders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by the Company. 
Notwithstanding any other provision of this Section 3, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, no securities to be registered for
sale by Holders shall be included unless all shares to be registered for sale
by the Company (and for sale by any stockholder who is not a Holder, if
pursuant to the exercise of registrations rights granted in connection with a
Capital Transaction (as defined in the Amended and Restated Senior


 

















 


Subordinated Revolving
Credit Agreement dated March 13, 2008)) to be included in such
underwriting are so included and any remaining securities to be included in
such registration shall be allocated pro rata among the Holders and any other
holders of “piggy-back” registration rights, based on the number of shares
requested to be included in such registration by all such holders.  The Company shall so advise each Holder and
the number of shares of Registrable Securities to be included in the
registration and underwriting shall be so limited.


 


(c)                           If the registration
of which the Company gives notice is for a registered public offering involving
an underwriting, all Holders shall provide upon request customary lock-up
agreements for themselves and their affiliates by which they agree not sell any
of their shares for a period of 180 days from the effective date of the
registration statement.


 


4.                             Registration on Form S-3.


 


(a)                           In case the Company
shall receive from a Holder or Holders of more than 50% of the then outstanding
Registrable Securities a written request that the Company file a registration
statement on Form S-3 (or any successor form to Form S-3) for a
public offering of shares of Registrable Securities having an aggregate price
to the public (net of underwriters discounts and commissions) of at least
$500,000 or a public offering of at least 300,000 shares of Registrable
Securities and the Company is a registrant entitled to use Form S-3 to
register the shares of Registrable Securities for such an offering, the Company
shall use commercially reasonable efforts to cause such shares of Registrable
Securities to be registered for the offering on such form and to cause such
shares of Registrable Securities to be qualified in such jurisdictions as such
Holder may reasonably request.  If such
offer is to be an underwritten offering, the underwriters shall be selected by
the Holder or Holders requesting the registration and be reasonably acceptable
to the Company.


 


(b)                           There shall be no
limit on the number of registration requests by Holders pursuant to the
preceding paragraph.


 


(c)                           The provisions of Section 2(b)(i),
(iii), and (iv) and Section 2(c) shall apply to any request for
registration pursuant to Section 4(a).


 


5.                             Registration Procedures.  In connection with each registration effected
pursuant to Section 2, 3 or 4, the Company shall, except as provided in Section 2(b) and
4(c):


 


(a)                           Promptly prepare and
file with the SEC a registration statement and such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement, or prepare and file such additional registration
statements, as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration


 

















 


statement in accordance
with the intended methods of disposition by the seller thereof as set forth in
the registration statement (and the disposition of all shares of Registrable
Securities as necessary to comply with this Agreement) and notify each Holder
of the filing and effectiveness of such registration statement and any
amendments or supplements thereto.  The
Company shall promptly forward to each participating Holder’s counsel a copy of
any correspondence or other written communications with the SEC or other
regulatory authority, relating to the registration statement or the shares of
Registrable Securities.


 


(b)                           After the
registration, at a Holder’s request, furnish to each participating Holder such
number of copies of a current prospectus conforming with the requirements of
the Securities Act and any other documents incident thereto, copies of the
registration statement, any amendment or supplement to such prospectus or
registration statement and any documents incorporated by reference therein and such
other documents as such Holder may from time to time reasonably request in
order to facilitate the disposition of the shares of Registrable Securities
registered on behalf of such Holder.


 


(c)                           Use commercially
reasonable efforts to register and qualify the shares of Registrable Securities
covered by such registration statement under such other securities or “blue sky”
laws of any United States jurisdictions as the Holders may reasonably request
(except in any such jurisdiction where the registration and qualification of
the securities covered by such registration statement is exempt under the laws
and regulations of such jurisdiction); provided that the Company shall
not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such
states or jurisdictions.


 


(d)                           Notify the
participating Holders immediately of the happening of any event known to the
Company (but not the substance or details of any such event unless specifically
requested by any such Holder) as a result of which the prospectus (including
any supplements thereto or thereof and any information incorporated or deemed
to be incorporated by reference therein) included in such registration
statement, as then in effect, includes an untrue statement of material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, and use commercially reasonable 
efforts to promptly update and/or correct such prospectus.  Notwithstanding the foregoing, if the Company
shall furnish to the Holder or Holders whose Registrable Securities have been
so registered a certificate signed by the President 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 to update and/or correct any
such prospectus, the Company shall have the right to defer updating or
correcting such prospectus for a period of not more than 120 days after the
notification to the Holders; provided, however, that the Company
may not utilize this right more than once in any 12-month period.  During any such 120-day or shorter period,
the Holders will not deliver any such prospectus or sell any Registrable
Securities in reliance thereon.


 

















 


(e)                           Notify each
participating Holder immediately of the issuance by the Commission or any state
securities commission or agency of any stop order suspending the effectiveness
of the registration statement or the initiation of any proceedings for that
purpose.  The Company shall use its
commercially reasonable efforts to prevent the issuance of any stop order and,
if any stop order is issued, to obtain the lifting thereof at the earliest
possible time.


 


(f)                            Permit a single firm
of counsel, selected by the participating Holders, to review the registration
statement and all amendments and supplements thereto within a reasonable period
of time prior to each filing, and shall not file any document in a form to
which such counsel reasonably objects.


 


(g)                           Use commercially
reasonable efforts to cause the shares of Registrable Securities registered by
the registration statement to be listed or quoted on each securities exchange
and/or market on which the Common Stock is then listed and/or quoted and
prepare and file any required filings with the Financial Industry Regulatory
Authority or any exchange or market where the Common Stock is then listed
and/or traded.


 


(h)                           If applicable, at a Holder’s
request, take all steps necessary to enable each participating Holder to avail
themselves of the prospectus delivery mechanism set forth in Rule 153 (or
successor thereto) under the Securities Act.


 


6.                             Holder Deemed an Underwriter.  In the event that a Holder selling
Registrable Securities is deemed to be an underwriter,  the Company shall enter into such customary
agreements with such Holder as would customarily be entered into with an
underwriter (excluding provisions for the purchase and sale of the Common Stock
and any discounts or other consideration) and:


 


(a)                           make such
representations and warranties to such Holder in form, substance and scope as
are customarily made by issuers to underwriters in secondary offerings;


 


(b)                           cause to be delivered,
if requested, to such Holder opinions of independent counsel to the Company, on
and dated as of the effective day of the registration statement, and within 90
days following the end of each fiscal year thereafter, which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to
such Holder and their counsel and covering, without limitation, such matters as
the due authorization and issuance of the securities being registered and
compliance with securities laws by the Company in connection with the
authorization, issuance and registration thereof and other matters that are
customarily given to underwriters in underwritten offerings, addressed to such
Holder;


 

















 


(c)                           cause to be
delivered, immediately prior to the effectiveness of the registration
statement, and at the beginning of each fiscal year following a year during
which the Company’s independent certified public accountants shall have
reviewed any of the Company’s books or records, a “comfort” letter from the
Company’s independent certified public accountants addressed to such Holder,
stating that such accountants are independent public accountants within the
meaning of the Securities Act and the applicable published rules and
regulations thereunder, and otherwise in customary form and covering such
financial and accounting matters as are customarily covered by letters of the
independent certified public accountants delivered in connection with secondary
offerings; such accountants shall have undertaken in each such letter to update
the same quarterly during each such fiscal year for which such books or records
are being reviewed so that each such letter shall remain current, correct and
complete as of the end of such accountant’s review of the Company’s quarterly
financial statements; and each such letter and update thereof, if any, shall be
reasonably satisfactory to such Holder(s);


 


(d)                           shall include in such
agreements customary indemnification and contribution provisions to and from
underwriters; and


 


(e)                           deliver such documents
and certificates as may be reasonably requested by the Holder to evidence
compliance with clause (a) above and with any customary conditions
contained in underwriting agreements, if any.


 


7.                             Expenses of Registration.  All Registration Expenses incurred in
connection with any registration, qualification or compliance with registration
pursuant to this Agreement shall be borne by the Company, and all Selling
Expenses shall be borne by the Holder or Holders.


 


8.                             Registration on Form S-3; Other
Forms.  In connection with each
registration effected pursuant to this Agreement, the Company shall use
commercially reasonable efforts to qualify for registration on Form S-3 or
any comparable or successor form or forms, or in the event that the Company is
ineligible to use such form, such form as the Company is eligible to use under
the Securities Act.


 


9.                             Registration Period.  In the case of a registration effected by the
Company pursuant to this Agreement, the Company will use commercially
reasonable efforts to keep such registration effective at all times during the
period commencing on the effective date of the registration statement and
continuing thereafter until the all Registrable Securities covered by such
registration have been sold thereunder.


 


10.                           Indemnification.


 


(a)                           The Company
Indemnity. The Company will indemnify each Holder, each of its
officers, directors and partners, and each person controlling each Holder,
within the meaning of Section 15 of the Securities Act and the rules and
regulations thereunder with respect to which registration, qualification or
compliance has


 

















 


been effected pursuant to
this Agreement, and each underwriter, if any, and each person who controls,
within the meaning of Section 15 of the Securities Act and the rules and
regulations thereunder, any underwriter, including any of the foregoing
incurred in any litigation, commenced or threatened, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any violation by the Company of its representations to or covenants
with the Holders under this Agreement or any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document prepared by the Company (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act or any state securities law or in either
case, any rule or regulation thereunder applicable to the Company and
relating to action or inaction required of the Company in connection with any
such registration, qualification or compliance, and will reimburse each Holder,
each of its officers, directors and partners, and each person controlling such
Holder, each such underwriter and each person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action; provided
that the Company will not be liable in any such case to a Holder to the extent
that any such claim, loss, damage, liability or expense arises out of or is
based on any untrue statement or omission based upon written information
furnished to the Company by such Holder or the underwriter (if any) therefor
and stated to be specifically for use therein. 
The indemnity agreement contained in this Section 10(a) shall
not apply to 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 will not be unreasonably withheld).


 


(b)                           Holder
Indemnity. Each Holder will, severally and not jointly, if
Registrable Securities held by it are included in the securities as to which
such registration, qualification or compliance is being effected, indemnify the
Company, each of its directors, officers, partners, and each underwriter, if
any, of the Company’s securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of Section 15
of the Securities Act and the rules and regulations thereunder, each other
Holder (if any), and each of their officers, directors and partners, and each
person controlling such other Holder(s), against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
violation by the such Holder of its representations to or covenants with the
Company under this Agreement or any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statement therein not misleading, and will reimburse the
Company and such other Holder(s) and their directors, officers and
partners, underwriters or control persons for any legal or any other expenses
reasonably incurred in connection with investigating and defending any such
claim, loss,


 

















 


damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder and stated to be specifically for use therein,
and provided that the maximum amount for which such Holder shall be liable
under this indemnity shall not exceed the net proceeds received by such Holder
from the sale or sales of the Registrable Securities which gave rise to the
claim for indemnification.  The indemnity
agreement contained in this Section 10(b) shall not apply to amounts
paid in settlement of any such claims, losses, damages or liabilities if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld).


 


(c)                           Procedure.  Each party entitled to indemnification under
this Section 10 (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any such claim in
any litigation resulting therefrom; provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not be unreasonably withheld), and the Indemnified Party
may participate in such defense at such party’s expense; and provided  further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section except
to the extent that the Indemnifying Party is materially and adversely affected
by such failure to provide notice.  No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.  Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.


 


11.                           Contribution.


 


(a)                           If the
indemnification provided for in Section 10 herein is unavailable to the
Indemnified Parties in respect of any losses, claims, damages or liabilities
referred to herein (other than by reason of the exceptions provided therein),
then each such Indemnifying Party, in lieu of indemnifying each of such
Indemnified Parties, shall contribute to the amount paid or payable by each
such Indemnified Party as a result of such losses, claims, damages or
liabilities as between the Company on the one hand and any Holder on the other,
in such proportion as is appropriate to reflect the relative fault of the
Company and of such Holder in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any


 

















 


other relevant equitable
considerations.  The relative fault of
the Company on the one hand and of any Holder on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or by such Holder.


 


(b)                           In no event shall the
obligation of any Indemnifying Party to contribute under this Section 11
exceed the amount that such Indemnifying Party would have been obligated to pay
by way of indemnification if the indemnification provided for under Section 10(a) or
10(b) hereof had been available under the circumstances.


 


(c)                           The Company and the
Holders agree that it would not be just and equitable if contribution pursuant
to this Section 11 were determined by pro rata allocation (even if the
Holders or the underwriters were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraphs.  The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages and liabilities referred to in
the immediately preceding paragraphs shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim.  Notwithstanding the
provisions of this section, no Holder or underwriter shall be required to
contribute any amount in excess of the amount by which (i) in the case of
any Holder, the net proceeds received by such Holder from the sale of
Registrable Securities which gave rise to the necessity for contribution or (ii) in
the case of an underwriter, the amount by which the total price at which the
Registrable Securities purchased by it and distributed to the public were
offered to the public exceeds, in any such case, the amount of any damages that
such Holder or underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  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.


 


12.                           Survival.  The indemnity and contribution agreements
contained in Sections 10 and 11 and the representations and warranties of the
Company referred to in Section 6(a) shall remain operative and in
full force and effect regardless of (i) any termination of this Agreement
or the Loan Agreement or any underwriting agreement, (ii) any
investigation made by or on behalf of any Indemnified Party or by or on behalf
of the Company, and (iii) the consummation of the sale or successive
resales of the Safeguard Shares.


 


13.                           Information by
Holders.  Each Holder shall  furnish to the Company such information
regarding such Holder and the distribution and/or sale proposed by such Holder
as the Company may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in


 

















 


this Agreement.  The intended method or methods of disposition
and/or sale (Plan of Distribution) of such securities as so provided by such
Holder shall be included without alteration in the registration statement
covering the Safeguard Shares and shall not be changed without written consent
of such Holder, except that such Holder may not require an intended method of
disposition which, in the reasonable opinion of counsel to the Company,
violates applicable securities law.


 


14.                           Replacement
Certificates.  The certificate(s) representing
the Safeguard Shares held by a Holder may be exchanged by such Holder at any
time and from time to time for certificates with different denominations
representing an equal aggregate number of Safeguard Shares, as reasonably
requested by such Holder upon surrendering the same.  No service charge will be made for such
registration or transfer or exchange.


 


15.                           Transfer or
Assignment.  Except as otherwise
provided herein, this Agreement shall be binding upon and inure to the benefit
of the parties and their successors and permitted assigns.  The rights granted to the Safeguard Entities
by the Company under this Agreement to cause the Company to register the
Safeguard Shares may be transferred or assigned (in whole or in part) to up to
two (2) transferees or assignees of any Safeguard Shares, and all other
rights granted to the Safeguard Entities by the Company hereunder may be
transferred or assigned to up to two (2) transferees or assignees of any
Safeguard Shares; provided in each case that the Company must be given
written notice by the applicable Safeguard Entity at the time of or within a
reasonable time after said transfer or assignment, stating the name and address
of said transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned; and provided,  further, that the transferee or assignee of such
rights agrees in writing to be bound by the provisions of this Agreement.


 


16.                           Miscellaneous.


 


(a)                           Remedies.  The Company and each Safeguard Entity
acknowledges and agrees 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 an injunction or injunctions to prevent or cure breaches
of the provisions of this Agreement and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which any of
them may be entitled by law or equity.


 


(b)                           Notices.
Any notices, consents, waivers or other communications required or permitted to
be given under the terms of this Agreement must be in writing, must be
delivered by (i) courier, mail or hand delivery or (ii) facsimile, and
will be deemed to have been delivered upon receipt. The addresses and facsimile
numbers for such communications shall be:


 
















 


to the Company:


 


Clarient, Inc.


31 Columbia


Aliso Viejo, California  92656


Facsimile: 
(949) 443-3366


Attention:  
Chief Financial Officer


 


with a copy to:


 


Latham & Watkins
LLP


633 West Fifth Street, Suite 4000


Los Angeles, California
90071


Facsimile:  (213) 891-8763


Attention:   W. Alex Voxman, Esq.


 


to the Safeguard Entities:


 


Safeguard Delaware, Inc.
and Safeguard Scientifics (Delaware), Inc.


1105 N. Market Street


Suite 1300


Wilmington, DE 19801


Facsimile:  (302) 427-4607


Attention:   Chief Financial Officer


 


Safeguard Scientifics, Inc.


435 Devon Park Drive


800 Building


Wayne, Pennsylvania  19087


Facsimile:  (610) 482.9105


Attention:   General Counsel


 


Each party shall provide five (5) days prior
written notice to the other party of any change in address, telephone number or
facsimile number.  Written confirmation
of receipt (i) given by the recipient of such notice, consent, waiver or
other communication, (ii) mechanically or electronically generated by the
sender’s facsimile machine containing the time, date and recipient facsimile
number or (iii) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


(c)                                                                                  Waivers.  No waiver by
any party of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right accruing to it thereafter.  The representations and warranties and the agreements
and covenants of the Company and the Safeguard Entities contained herein shall
survive the Closing.


 

















 


(d)                                                                                 Counterparts.  This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement, it being understood that all parties
need not sign the same counterpart.


 


(e)                                                                                  Entire Agreement. 
This Agreement, together with the Loan Agreement and the agreements and
documents contemplated hereby and thereby, contains the entire understanding
and agreement of the parties hereto and supersedes any prior understandings,
agreements, or representations by or among the parties hereto, written or oral,
including, without limitation, (i) each of the agreements listed on Exhibit A-1
hereto (which agreements shall be of no further force and effect after the date
hereof) and (ii) the applicable provisions for the granting of
registration rights contained in the agreements listed on Exhibit A-2
hereto (which provisions shall be of no further force and effect after the date
hereof), and may not be modified, amended or terminated except by a written
agreement signed by both parties. 
Without limiting the generality of the foregoing, each Safeguard Entity
acknowledges and agrees that it waives any right it may have to receive
liquidated damages (or any other damages) and any other remedies available to
it under any of the agreements listed on Exhibit A-1 or A-2
(whether accruing prior to, on or after the date hereof) as a result of the
Company’s failure to date to maintain the effectiveness of registration
statements covering the Registrable Securities thereunder.


 


(f)                                                                                    Jurisdiction.  THE
COMPANY AND EACH SAFEGUARD ENTITY (I) HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT, COURTS OF THE STATE
OF DELAWARE AND OTHER COURTS OF THE UNITED STATES SITTING IN NEW CASTLE COUNTY,
DELAWARE FOR THE PURPOSES OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND (II) HEREBY WAIVES, AND AGREES NOT TO
ASSERT IN ANY SUCH SUIT ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER.  THE
COMPANY AND EACH SAFEGUARD ENTITY CONSENTS TO PROCESS BEING SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE
ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH
SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF.  NOTHING IN THIS PARAGRAPH SHALL
AFFECT OR LIMIT ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.


 

















 


(g)                                                                                 Governing Law.  THIS
AGREEMENT AND THE VALIDITY AND PERFORMANCE OF THE TERMS HEREOF SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED
ENTIRELY IN SUCH STATE.


 


(h)                                                                                 Jury Trial.  EACH
PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.


 


(i)                                                                                     Titles.  The titles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.


 


* * *
Signature page follows * * *


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLARIENT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  James V. Agnello

  
	
   

  	
  Name:  James V. Agnello

  
	
   

  	
  Title:  Senior Vice President and

  
	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD
  ENTITIES:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD
  DELAWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Brian J. Sisko

  
	
   

  	
  Name: Brian J.
  Sisko

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD
  SCIENTIFICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Brian J. Sisko

  
	
   

  	
  Name: Brian J.
  Sisko

  
	
   

  	
  Title: Senior
  Vice President and General 

  
	
   

  	
   

  	
  Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAFEGUARD
  SCIENTIFICS

  (DELAWARE), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Brian J. Sisko

  
	
   

  	
  Name: Brian J.
  Sisko

  
	
   

  	
  Title: Vice
  President

  
					



 

















 


Exhibit A-1


 


	
  1.

  	
   

  	
  Registration
  Rights Agreement, dated as of June 6, 1996, by and among the Company and
  the stockholders parties thereto

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Registration
  Rights Agreement, dated as of September 28, 2000, by and among the
  Company, Safeguard Delaware, Inc., and incuVest, LLC

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Registration
  Rights Agreement dated as of July 10, 2001 by and among the Company,
  Safeguard Delaware Inc. and other investors party thereto

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Registration
  Rights Agreement, dated as of June 13, 2002, by and between the Company
  and Safeguard Delaware Inc.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Registration
  Rights Agreement, dated as of February 26, 2003, by and between the
  Company and Safeguard Delaware Inc.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Registration
  Rights Agreement, dated as of February 10, 2004, by and between the
  Company and Safeguard Delaware Inc.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Registration
  Rights Agreement, dated March 25, 2004, by and among the Company and the
  investors signatory thereto

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Registration
  Rights Agreement, dated as of November 8, 2005, by and among the Company
  and the investors signatory thereto

  



 

















 


Exhibit A-2


 


	
  1.

  	
   

  	
  Securities
  Purchase Agreement, dated as of June 13, 2002, by and among the Company,
  Safeguard Delaware Inc. and Safeguard Scientifics, Inc.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Securities
  Purchase Agreement, dated as of September 22, 2006, by and between the
  Company and Safeguard Delaware Inc.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Senior
  Subordinated Revolving Credit Agreement, dated as of March 7, 2007 by
  and between the Company and Safeguard Delaware Inc.