PRORATED
BASED ON THE NUMBER OF DAYS IN THE FRACTIONAL QUARTER INCLUDED IN THE TERM OF
THE LINE OF CREDIT DIVIDED BY THE TOTAL NUMBER OF DAYS IN THE CALENDAR QUARTER.
ALL PAYMENTS WILL BE MADE BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO
SUCH ACCOUNT AS SAFEGUARD SHALL DESIGNATE FROM TIME TO TIME.
(C)
CONCURRENTLY WITH THE EXECUTION OF THE GUARANTY, PAY SAFEGUARD A FACILITY
MAINTENANCE FEE IN THE FORM OF A FOUR-YEAR WARRANT TO PURCHASE UP TO 250,000
SHARES OF COMMON STOCK WITH AN EXERCISE PRICE OF $1.64 PER SHARE, PURSUANT TO
THE FORM OF WARRANT ATTACHED HERETO AS EXHIBIT B.
SAFEGUARD MAY REQUIRE ADDITIONAL CONSIDERATION TO BE AGREED BY THE PARTIES IN
THE EVENT THAT BOTH (A) CLARIENT'S BORROWINGS UNDER THE LOAN AGREEMENT EXCEED
$8,500,000 AFTER THE DATE (THE "EXPANSION END DATE") THAT IS THE EARLIER TO
OCCUR OF (I) APRIL 30, 2007 OR (II) THE DATE CLARIENT CONSUMMATES AN ASSET SALE
OR DEBT AND/OR EQUITY FINANCING THAT RESULTS IN NET PROCEEDS TO CLARIENT IN
EXCESS OF $7,000,000 IN A SINGLE OR SERIES OF RELATED TRANSACTIONS AND (B) THE
GUARANTY IS REAFFIRMED, AMENDED (OTHER THAN AN AMENDMENT REDUCING THE MAXIMUM
AMOUNT OF THE PRINCIPAL GUARANTEED THEREUNDER TO $8,500,000 OR LESS) OR HAS NOT
EXPIRED OR BEEN TERMINATED ON OR BEFORE SUCH DATE; PROVIDED, HOWEVER, THAT
WITHOUT LIMITING SAFEGUARD'S RIGHT TO REQUIRE ADDITIONAL CONSIDERATION UNDER THE
CIRCUMSTANCES DESCRIBED ABOVE, SAFEGUARD AGREES TO (X) REAFFIRM THE GUARANTY IN
A MANNER AND FOR CONSIDERATION CONSISTENT WITH PAST PRACTICE IN CONNECTION WITH
THE EXTENSION OF THE MATURITY DATE OF THE LOAN AGREEMENT, AND (Y) COOPERATE WITH
CLARIENT TO OBTAIN SUCH EXTENSION ON TERMS AND CONDITIONS CONSISTENT WITH PAST
PRACTICE.
IF, FOLLOWING THE EXPANSION END DATE, CLARIENT HAS REDUCED ITS
BORROWINGS UNDER THE LOAN AGREEMENT TO $8,500,000 OR LESS, THE PARTIES WILL
COOPERATE WITH EACH OTHER TO AMEND THE GUARANTY AND THE LOAN AGREEMENT SO AS TO
EFFECT THE REDUCTION OF THE AMOUNT OF PRINCIPAL GUARANTEED UNDER THE GUARANTY TO
$8,500,000.
3.
OBLIGATIONS OF CLARIENT.
THE OBLIGATIONS OF CLARIENT
UNDER THIS
AGREEMENT SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, SHALL APPLY TO THE
FULLEST EXTENT AUTHORIZED OR PERMITTED BY ANY APPLICABLE LAW, UNDER AND SHALL BE
PAID AND PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,
UNDER ALL CIRCUMSTANCES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING
CIRCUMSTANCES:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT;
(B)
THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER RIGHTS WHICH
CLARIENT MAY HAVE AT ANY TIME AGAINST SAFEGUARD OR ANY OTHER PERSON OR ENTITY,
WHETHER OR NOT IN CONNECTION WITH THIS AGREEMENT; OR
(C)
ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT SIMILAR TO
ANY OF THE FOREGOING.
4.
REPRESENTATIONS AND WARRANTIES OF CLARIENT.
CLARIENT HEREBY REPRESENTS
AND WARRANTS TO SAFEGUARD AS FOLLOWS:
(A)
ORGANIZATION AND STANDING.
CLARIENT IS A CORPORATION, DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE
AND HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS NOW BEING