Exhibit 10.9
THIRD AMENDMENT TO AMENDED AND
RESTATED REIMBURSEMENT
AND INDEMNITY
AGREEMENT
This Third Amendment to Amended and
Restated Reimbursement and Indemnity Agreement (this “
Amendment ”) is entered into as of February 27,
2009, by and among CLARIENT, INC., a Delaware corporation (“
Clarient ”), SAFEGUARD DELAWARE, INC., a Delaware
corporation (“ SDI ”) and SAFEGUARD SCIENTIFICS
(DELAWARE), INC., a Delaware corporation (“ SSI
” , and together with SDI, “ Safeguard
”).
RECITALS
Clarient and Safeguard are parties
to that certain Amended and Restated Reimbursement and Indemnity
Agreement, dated as of January 17, 2007 as amended by that
certain First Amendment to Amended and Restated Reimbursement and
Indemnity Agreement, dated as of March 6, 2007 and as further
amended by that Second Amendment to Amended and Restated
Reimbursement and Indemnity Agreement, dated as of March 14,
2008 (the “ Agreement ”). The parties
desire to amend the Agreement in accordance with the terms of this
Amendment.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
1.
Section 1(d)(ii) of
the Agreement is amended and restated to read in its entirety as
follows:
“(ii) incurring any other
indebtedness (other than indebtedness outstanding
