Exhibit 10.8
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.
COMMON STOCK PURCHASE WARRANT
To Purchase 250,000 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 250,000 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.
VESTING OF WARRANT.
THE WARRANT SHALL VEST AND BECOME
EXERCISABLE, (I) WITH RESPECT TO 83,334 WARRANT SHARES, ON FEBRUARY 17, 2007,
(II) WITH RESPECT TO AN ADDITIONAL 83,334 WARRANT SHARES, ON MARCH 4, 2007, AND
(III) WITH RESPECT TO AN ADDITIONAL 83,333 WARRANT SHARES, ON MARCH 19, 2007
(ALL SHARES WITH RESPECT TO WHICH THE WARRANT VESTS AND BECOMES EXERCISABLE
PURSUANT TO THIS SECTION 1, "VESTED SHARES"), PROVIDED THAT NO WARRANT SHARES
SHALL VEST AFTER THE DATE (THE "EXPANSION TERMINATION DATE") THAT CLARIENT HAS
REDUCED ITS BORROWINGS UNDER THE LOAN AGREEMENT DATED AS OF FEBRUARY 13, 2003 BY
AND BETWEEN THE COMPANY AND COMERICA BANK, N.A. (AS AMENDED FROM TIME TO TIME)
TO A PRINCIPAL AMOUNT THAT IS EQUAL TO OR LESS THAN $8,500,000. AS SET FORTH
BELOW IN SECTION 4, THIS WARRANT MAY BE EXERCISED ONLY WITH RESPECT TO VESTED
SHARES, AND ACCORDINGLY, THIS WARRANT MAY NOT BE EXERCISED WITH RESPECT TO ANY
WARRANT SHARES THAT ARE NOT VESTED SHARES ON OR BEFORE THE EXPANSION TERMINATION
DATE.
THE "GUARANTY" SHALL MEAN THAT CERTAIN THIRD AMENDED AND RESTATED
UNCONDITIONAL GUARANTY MADE BY HOLDER AND SAFEGUARD SCIENTIFICS (DELAWARE), INC.
IN FAVOR OF COMERICA BANK, N.A., DATED AS OF JANUARY 17, 2007.
1
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,