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