Exhibit 10.15
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT
To Purchase 166,667 Shares of Common Stock of
Clarient, Inc.
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Safeguard
Delaware, Inc. (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, on or prior to
the close of business on January 17, 2011 (the "Termination Date") but not
thereafter, to subscribe for and purchase from Clarient, Inc., a corporation
incorporated in the State of Delaware (the "Company"), up to 166,667 shares (the
"Warrant Shares") of Common Stock, par value $0.01 per share, of the Company
(the "Common Stock").
The purchase price of one share of Common Stock (the
"Exercise Price") under this Warrant shall be $1.64, and the Exercise Price and
the number of Warrant Shares for which the Warrant is exercisable shall be
subject to adjustment as provided herein.
1.
AMENDMENT AND RESTATEMENT OF WARRANT.
THIS WARRANT AMENDS AND
RESTATES IN ITS ENTIRETY THE COMMON STOCK PURCHASE WARRANT ISSUED TO HOLDER ON
JANUARY 17, 2011 TO PURCHASE UP TO 250,000 SHARES OF COMMON STOCK (THE "PRIOR
WARRANT") TO REFLECT THE AGREEMENT BETWEEN THE COMPANY AND THE HOLDER THAT
166,667 SHARES OF COMMON STOCK UNDERLYING THE PRIOR WARRANT HAVE BECOME VESTED
SHARES (AS DEFINED IN THE PRIOR WARRANT) UNDER THE PRIOR WARRANT AND THAT NO
ADDITIONAL SHARES OF COMMON STOCK UNDERLYING THE PRIOR WARRANT SHALL BECOME
VESTED SHARES.
ACCORDINGLY, THIS WARRANT SUPERSEDES AND REPLACES IN ITS
ENTIRETY THE PRIOR WARRANT WHICH SHALL BE CANCELLED ON THE BOOKS OF THE COMPANY.
2.
TITLE TO WARRANT.
PRIOR TO THE TERMINATION DATE AND SUBJECT TO
COMPLIANCE WITH APPLICABLE LAWS AND SECTION 8 OF THIS WARRANT, THIS WARRANT AND
ALL RIGHTS HEREUNDER ARE TRANSFERABLE, IN WHOLE OR IN PART, AT THE OFFICE OR
AGENCY OF THE COMPANY BY THE HOLDER IN PERSON OR BY DULY AUTHORIZED ATTORNEY AND
UPON SURRENDER OF THIS WARRANT TOGETHER WITH THE ASSIGNMENT FORM ANNEXED HERETO
PROPERLY ENDORSED.
THE TRANSFEREE SHALL SIGN AN INVESTMENT LETTER IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY.
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3.
AUTHORIZATION OF SHARES.
THE COMPANY COVENANTS THAT ALL WARRANT
SHARES WHICH MAY BE ISSUED UPON THE EXERCISE OF THE PURCHASE RIGHTS REPRESENTED
BY THIS WARRANT WILL, UPON EXERCISE OF THE PURCHASE RIGHTS REPRESENTED