Securities Purchase Agreement – Transgenomic Inc.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement“) is dated as of
February 2, 2012 by and among Transgenomic, Inc., a Delaware corporation (the
“Company“), and each purchaser identified on the signature pages hereto
(each, including its successors and assigns, a “Purchaser” and
collectively, the “Purchasers“).

RECITALS

A. The Company and each Purchaser is executing and delivering this Agreement
in reliance upon the exemption from securities registration afforded by Section
4(2) of the Securities Act of 1933, as amended (the “Securities Act“),
and Rule 506 of Regulation D (“Regulation D“) as promulgated by the
United States Securities and Exchange Commission (the “Commission“)
under the Securities Act.

B. Each Purchaser, severally and not jointly, wishes to purchase, and the
Company wishes to sell, upon the terms and conditions stated in this Agreement,
(i) that aggregate number of shares of common stock, par value $0.01 per share
(the “Common Stock“), of the Company, set forth below such Purchaser153s
name on the signature page of this Agreement (which aggregate amount for all
Purchasers together shall be 19,000,000 shares of Common Stock and shall be
collectively referred to herein as the “Shares“) and (ii) warrants, in
substantially the form attached hereto as Exhibit A (the
“Warrants“), to acquire up to that number of additional shares of
Common Stock equal to 50% of the number of Shares purchased by such Purchaser,
rounded up to the nearest whole share (the shares of Common Stock issuable upon
exercise of or otherwise pursuant to the Warrants collectively are referred to
herein as the “Warrant Shares“).

C. The Shares, the Warrants and the Warrant Shares collectively are referred
to herein as the “Securities“.

D. The Company has engaged Craig-Hallum Capital Group LLC to act as exclusive
placement agent (the “Placement Agent“) for the offering of the Shares
and Warrants on a “best efforts” basis.

E. Contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering a Registration Rights Agreement,
substantially in the form attached hereto as Exhibit B (the
“Registration Rights Agreement“), pursuant to which, among other
things, the Company will agree to provide certain registration rights with
respect to the Shares and the Warrant Shares under the Securities Act and the
rules and regulations promulgated thereunder and applicable state securities
laws.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser hereby
agree as follows:

Article I

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms shall have
the meanings indicated in this Section 1.1:

“Accredited Investor Questionnaire” means the Accredited Investor
Questionnaire set forth as Exhibit C-1 hereto.

“Action” means any action, suit, inquiry, notice of violation,
proceeding (including any partial proceeding such as a deposition) or
investigation pending or, to the Company153s Knowledge, threatened against the
Company or any of their respective properties or any officer, director or
employee of the Company acting in his or her capacity as an officer, director or
employee before or by any federal, state, county, local or foreign court,
arbitrator, governmental or administrative agency, regulatory authority, stock
market, stock exchange or trading facility.

“Affiliate” means, with respect to any Person, any other Person
that, directly or indirectly through one or more intermediaries, Controls, is
controlled by or is under common control with such Person, as such terms are
used in and construed under Rule 405 under the Securities Act. With respect to a
Purchaser, any investment fund or managed account that is managed on a
discretionary basis by the same investment manager as such Purchaser will be
deemed to be an Affiliate of such Purchaser.

“Agreement” has the meaning set forth in the Preamble.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except Saturday, Sunday, any day which
is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other
governmental action to close.

“Buy-In” has the meaning set forth in Section 4.1(f).

“Buy-In Price” has the meaning set forth in Section 4.1(f).

“Closing” means the closing of the purchase and sale of the Shares
and the Warrants on the Closing Date pursuant to Section 2.1.

“Closing Bid Price” means, for any security as of any date, (a) the
last reported closing bid price per share for such security on the Principal
Trading Market, as reported by Bloomberg Financial Markets, or, (b) if the
Principal Trading Market begins to operate on an extended hours basis and does
not designate the closing bid price then the last bid price of such security
prior to 4:00 p.m., New York City time, as reported by Bloomberg Financial
Markets, or (c) if the foregoing do not apply, the last closing price of such
security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg Financial Markets, or, (d) if no closing
bid price is reported for such security by Bloomberg Financial Markets, the
average of the bid prices of any market makers for such security as reported in
the “pink sheets” by Pink Sheets LLC. If the Closing Bid Price cannot be
calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price of such security on such date shall be the fair market
value as mutually determined by the Company and the holder of such security. If
the Company and such holder are unable to agree upon the fair market value of
such security, then the Board of Directors shall use its good faith judgment to
determine the fair market value. The Board of Directors153 determination shall be
binding on all parties absent demonstrable error.. All such determinations shall
be appropriately adjusted for any stock dividend, stock split, stock combination
or other similar transaction during the applicable calculation period.

“Closing Date” means the Trading Day when all of the Transaction
Documents have been executed and delivered by the applicable parties thereto,
and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are
satisfied or waived, as the case may be, or such other date as the parties may
agree.

“Commission” has the meaning set forth in the Recitals.

“Common Stock” has the meaning set forth in the Recitals, and also
includes any other class of securities into which the Common Stock may hereafter
be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company which
would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, rights, options, warrants or
other instrument that is at any time convertible into or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock or other
securities that entitle the holder to receive, directly or indirectly, Common
Stock.

“Company” has the meaning set forth in the Preamble.

“Company Counsel” means Husch Blackwell LLP, with offices located at
1620 Dodge Street, Omaha, Nebraska 68102.

“Company Deliverables” has the meaning set forth in Section 2.2(a).

“Company153s Knowledge” means with respect to any statement made to
the Company153s Knowledge, that the statement is based upon the actual knowledge
of the officers of the Company having responsibility for the matter or matters
that are the subject of the statement, after due inquiry.

“Control” (including the terms “controlling”, “controlled by” or
“under common control with”) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.

“Deadline Date” has the meaning set forth in Section 4.1(f).

“Disclosure Materials” has the meaning set forth in Section 3.1(h).

“Disclosure Schedules” has the meaning set forth in Section 3.1.

“DTC” has the meaning set forth in Section 4.1(c).

“Effective Date” means the date on which the initial Registration
Statement required by Section 2(a) of the Registration Rights Agreement is first
declared effective by the Commission.

“Effectiveness Deadline” means the date on which the initial
Registration Statement is required to be declared effective by the Commission
under the terms of the Registration Rights Agreement.

“Environmental Laws” has the meaning set forth in Section 3.1(dd).

“Evaluation Date” has the meaning set forth in Section 3.1(t).

“Exchange Act” means the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and regulations promulgated
thereunder.

“FDA” has the meaning set forth in Section 3.1(ll).

“GAAP” means U.S. generally accepted accounting principles, as
applied by the Company.

“Governmental Licenses” has the meaning set forth in Section
3.1(ll).

“Intellectual Property Rights” has the meaning set forth in Section
3.1(p).

“Irrevocable Transfer Agent Instructions” means, with respect to the
Company, the Irrevocable Transfer Agent Instructions, in substantially the form
of Exhibit E, executed by the Company and delivered to and acknowledged
in writing by the Transfer Agent.

“Legend Removal Date” has the meaning set forth in Section 4.1(c).

“Lien” means any lien, charge, deed of trust, claim, encumbrance,
security interest, priority, right or preferential arrangement of any kind or
nature whatsoever (excluding preferred stock and equity related preferences) or
other restrictions of any kind.

“Material Adverse Effect” means a material adverse effect on the
results of operations, assets, prospects, business or financial condition of the
Company, except that any of the following, either alone or in combination, shall
not be deemed a Material Adverse Effect: (i) effects caused by changes or
circumstances affecting general market conditions in the U.S. economy or which
are generally applicable to the industry in which the Company operates, provided
that such effects are not borne disproportionately by the Company, (ii) effects
caused by earthquakes, hostilities, acts of war, sabotage or terrorism or
military actions or any escalation or material worsening of any such
hostilities, acts of war, sabotage or terrorism or military actions existing as
of the date hereof or (iii) effects resulting from or relating to the
announcement or disclosure of the sale of Securities or other transactions
contemplated by this Agreement.

“Material Contract” means any contract of the Company that has been
filed or was required to have been filed as an exhibit to the SEC Reports
pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“Material Permits” has the meaning set forth in Section 3.1(n).

“New York Courts” means the state and federal courts sitting in the
City of New York, Borough of Manhattan.

“OFAC” has the meaning set forth in Section 3.1(kk).

“Outside Date” means the tenth (10^th) Business Day
following the date of this Agreement.

“Person” means an individual, corporation, partnership, limited
liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental
authority or any other form of entity not specifically listed herein.

“Placement Agent” has the meaning set forth in the Recitals.

“Press Release” has the meaning set forth in Section 4.6.

“Principal Trading Market” means the Trading Market on which the
Common Stock is primarily listed on and quoted for trading, which, as of the
date of this Agreement and the Closing Date, shall be the OTCQB Market.

“Proceeding” means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

“Purchase Price” means $1.00 per unit, each such unit comprised of
one share of Common Stock and a Warrant to purchase 0.5 Warrant Shares (subject
to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.)

“Purchaser” or “Purchasers” has the meaning set forth in
the Recitals.

“Purchaser Deliverables” has the meaning set forth in Section
2.2(b).

“Purchaser Party” has the meaning set forth in Section 4.10.

“Registration Rights Agreement” has the meaning set forth in the
Recitals.

“Registration Statement” means a registration statement meeting the
requirements set forth in the Registration Rights Agreement and covering the
resale by the Purchasers of the Registrable Securities (as defined in the
Registration Rights Agreement).

“Regulation D” has the meaning set forth in the Recitals.

“Required Approvals” has the meaning set forth in Section 3.1(e).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

“SEC Reports” has the meaning set forth in Section 3.1(h).

“Secretary153s Certificate” has the meaning set forth in Section
2.2(a)(vii).

“Securities” has the meaning set forth in the Recitals.

“Securities Act” has the meaning set forth in the Recitals.

“Shares” has the meaning set forth in the Recitals.

“Short Sales” include, without limitation, (i) all “short sales” as
defined in Rule 200 promulgated under Regulation SHO under the Exchange Act,
whether or not against the box, and all types of direct and indirect stock
pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put
equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and
similar arrangements (including on a total return basis), and (ii) sales and
other transactions through non-U.S. broker dealers or foreign regulated brokers
(but shall not be deemed to include the location and/or reservation of
borrowable shares of Common Stock).

“Stock Certificates” has the meaning set forth in Section
2.2(a)(ii).

“Subscription Amount” means, with respect to each Purchaser, the
aggregate amount to be paid for the Shares and the related Warrants purchased
hereunder as indicated on such Purchaser153s signature page to this Agreement next
to the heading “Aggregate Purchase Price (Subscription Amount)” in United States
dollars and in immediately available funds.

“Subsidiary” means any subsidiary of the Company as set forth on
Schedule 3.1(a), and shall, where applicable, include any subsidiary of
the Company formed or acquired after the date hereof.

“Trading Affiliate” has the meaning set forth in Section 3.2(h).

“Trading Day” means (i) a day on which the Common Stock is listed or
quoted and traded on its Principal Trading Market (other than the OTCMarkets),
or (ii) if the Common Stock is not listed on a Trading Market (other than the
OTCMarkets), a day on which the Common Stock is traded in the over-the-counter
market, as reported by the OTCMarkets, or (iii) if the Common Stock is not
quoted on any Trading Market, a day on which the Common Stock is quoted in the
over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or
any similar organization or agency succeeding to its functions of reporting
prices); provided, that in the event that the Common Stock is not
listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day
shall mean a Business Day.

“Trading Market” means whichever of the New York Stock Exchange, the
NYSE Amex, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or the OTCMarkets on which the Common Stock is listed or quoted
for trading on the date in question.

“Transaction Documents” means this Agreement, the schedules and
exhibits attached hereto, the Warrants, the Registration Rights Agreement, the
Irrevocable Transfer Agent Instructions and any other documents or agreements
explicitly contemplated hereunder.

“Transfer Agent” means Wells Fargo Bank Minnesota, N.A. – Shareowner
Services, the current transfer agent of the Company, with a mailing address of
P.O. Box 64854, St. Paul, MN 55164-0854, and a telephone number of (800)
478-9715, or any successor transfer agent for the Company.

“Warrants” has the meaning set forth in the Recitals. The Placement
Agent and/or its designees are also receiving placement agent warrants as
compensation for services rendered in connection with the transactions set forth
herein, which warrants shall also constitute “Warrants” for all
purposes hereunder.

“Warrant Shares” has the meaning set forth in the Recitals.

Article II

PURCHASE AND SALE

2.1 Closing.

(a) Amount. Subject to the terms and conditions set forth in this
Agreement, at the Closing, the Company shall issue and sell to each Purchaser,
and each Purchaser shall, severally and not jointly, purchase from the Company,
such number of units equal to the quotient resulting from dividing (i) the
Subscription Amount for such Purchaser as indicated below such Purchaser153s name
on its signature page to this Agreement by (ii) the Purchase Price, rounded down
to the nearest whole Share. Warrants shall have an exercise price equal to $1.25
per Warrant Share, subject to adjustment as provided in such Warrants.

(b) Closing. The Closing of the purchase and sale of the Shares and
Warrants shall take place at the offices of Goodwin Procter LLP, The New York
Times Building, 620 Eighth Avenue, New York, New York 10018 on the Closing Date
or at such other location(s) or remotely by facsimile transmission or other
electronic means as the parties may mutually agree.

(c) Form of Payment. Except as may otherwise be agreed to among the
Company and one or more of the Purchasers, on or prior to the Business Day
immediately prior to the Closing Date, each Purchaser shall wire its
Subscription Amount, in United States dollars and in immediately available
funds, to an escrow account established by the Placement Agent (the aggregate
amounts received being held in escrow are referred to herein as the “Escrow
Amount“). On the Closing Date, (a) the Escrow Amount constituting the
aggregate Purchase Price shall be distributed as follows: (1) to the Placement
Agent, the fees and reimbursable expenses payable to the Placement Agent, and
(2) the balance of the aggregate Purchase Price to the Company, (b) the Company
shall irrevocably instruct the Transfer Agent to deliver to each Purchaser one
or more stock certificates, free and clear of all restrictive and other legends
(except as expressly provided in Section 4.1(b) hereof), evidencing the number
of Shares such Purchaser is purchasing as is set forth on such Purchaser153s
signature page to this Agreement next to the heading “Number of Shares to be
Acquired,” within three Trading Days after the Closing, and (c) the Company
shall deliver to each Purchaser one or more Warrants, free and clear of all
restrictive and other legends (except as expressly provided in Section 4.1(b)
hereof), evidencing the number of Warrant Shares such Purchaser is entitled to
purchase as is set forth on such Purchaser153s signature page to this Agreement
next to the heading “Underlying Shares Subject to Warrant,” within three Trading
Days after the Closing. Notwithstanding the foregoing, in the event a Purchaser
has specified to the Company at the time of execution of this Agreement that it
shall settle “delivery versus payment”, the Company shall deliver the Shares and
Warrants to such Purchaser on or before the Closing Date and, upon receipt, the
Purchaser shall wire its Subscription Amount to an account designated in writing
by the Company.

2.2 Closing Deliveries. (a) On or prior to the Closing, the Company
shall issue, deliver or cause to be delivered to each Purchaser the following
(the “Company Deliverables“):

(i) this Agreement, duly executed by the Company;

(ii) facsimile copies of one or more stock certificates, free and clear of
all restrictive and other legends (except as provided in Section 4.1(b) hereof),
evidencing the Shares subscribed for by such Purchaser hereunder, registered in
the name of such Purchaser as set forth on the Stock Certificate Questionnaire
included as Exhibit C-2 hereto (the “Stock Certificates“), with
the original Stock Certificates delivered by the Transfer Agent within three
Trading Days of Closing (unless such Purchaser has specified to the Company at
the time of execution of this Agreement that it shall settle “delivery versus
payment” in which case such original Stock Certificates shall be delivered on or
prior to the Closing Date);

(iii) facsimile copies of one or more Warrants, executed by the Company and
registered in the name of such Purchaser as set forth on the Stock Certificate
Questionnaire included as Exhibit C-2 hereto, pursuant to which such
Purchaser shall have the right to acquire such number of Warrant Shares equal to
50% of the number of Shares issuable to such Purchaser pursuant to Section
2.2(a)(ii), rounded up to the nearest whole share (provided, however,
that in the event any Purchasers are Affiliates of each other, all Shares
purchased by such Purchasers shall be aggregated together for the purpose of
determining the aggregate number of Warrant Shares subject to all Warrants
purchased by such Purchasers), on the terms set forth therein, with the original
Warrants delivered by the Company within three Trading Days of Closing (unless
such Purchaser has specified to the Company at the time of execution of this
Agreement that it shall settle “delivery versus payment” in which case such
original Warrants shall be delivered on or prior to the Closing Date);

(iv) a legal opinion of Company Counsel, dated as of the Closing Date and in
substantially the form attached hereto as Exhibit D, executed by such
counsel and addressed to the Purchasers and the Placement Agent;

(v) the Registration Rights Agreement, duly executed by the Company;

(vi) duly executed Irrevocable Transfer Agent Instructions acknowledged in
writing by the Transfer Agent instructing the Transfer Agent to deliver, on an
expedited basis, a certificate evidencing a number of Shares equal to such
Purchaser153s Subscription Amount divided by the Purchase Price, registered in the
name of such Purchaser;

(vii) a certificate of the Secretary of the Company (the “Secretary153s
Certificate“), dated as of the Closing Date and in substantially the form
attached hereto as Exhibit F;

(viii) the Compliance Certificate referred to in Section 5.1(h);

(ix) a certificate evidencing the formation and good standing of the Company
issued by the Secretary of State of the State of Delaware as of a date within
five days of the Closing Date;

(x) a certificate evidencing the Company153s qualification as a foreign
corporation and good standing issued by (i) the Secretary of State of the State
of California and (ii) the Secretary of State of the State of Nebraska as of a
date within five days of the Closing Date; and

(xi) a certified copy of the certificate of incorporation of the Company, as
certified by the Secretary of State of the State of Delaware, as of a date
within 10 days of the Closing Date;

(b) On or prior to the Closing, each Purchaser shall deliver or cause to be
delivered to the Company (or the Placement Agent in the case of clause (ii)
below) the following, with respect to such Purchaser (the “Purchaser
Deliverables“):

(i) this Agreement, duly executed by such Purchaser;

(ii) subject to the completion of Section 2.2(a)(ii) and (iii), its
Subscription Amount, in United States dollars and in immediately available
funds, in the amount set forth as the “Purchase Price” indicated below such
Purchaser153s name on the applicable signature page hereto under the heading
“Aggregate Purchase Price (Subscription Amount)” by wire transfer to an escrow
account established by the Placement Agent;

(iii) the Registration Rights Agreement, duly executed by such Purchaser; and

(iv) a fully completed and duly executed Accredited Investor Questionnaire,
satisfactory to the Company, and Stock Certificate Questionnaire in the forms
attached hereto as Exhibits C-1 and C-2, respectively.

Article III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as (i) set
forth in the schedules delivered herewith (the “Disclosure
Schedules“), which Disclosure Schedules shall be deemed a part hereof and
shall qualify any representation made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules or other
representations relating to the subject matter of such disclosures, or (ii)
disclosed in the SEC Reports, the Company hereby represents and warrants as of
the date hereof and the Closing Date (except for the representations and
warranties that speak as of a specific date, which shall be made as of such
date), to each of the Purchasers and to the Placement Agent:

(a) Subsidiaries. The Company has no direct or indirect Subsidiaries
other than those listed in Schedule 3.1(a) hereto. Except as disclosed in
Schedule 3.1(a) hereto, the Company owns, directly or indirectly, all of
the capital stock or comparable equity interests of each Subsidiary free and
clear of any and all Liens, and all the issued and outstanding shares of capital
stock or comparable equity interest of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities.

(b) Organization and Qualification. The Company and each of its
Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization (as applicable), with the requisite corporate
power and authority to own or lease and use its properties and assets and to
carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation or default of any of the provisions of its
certificate of incorporation or bylaws or other organizational documents. The
Company and each of its Subsidiaries is duly qualified to conduct business and
is in good standing as a foreign corporation or other entity in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, would not have or reasonably
be expected to result in a Material Adverse Effect, and no Proceeding has been
instituted, is pending, or, to the Company153s Knowledge, has been threatened in
any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.

(c) Authorization; Enforcement; Validity. The Company has the
requisite corporate power and authority to enter into and to consummate the
transactions contemplated by each of the Transaction Documents to which it is a
party and otherwise to carry out its obligations hereunder and thereunder. The
Company153s execution and delivery of each of the Transaction Documents to which
it is a party and the consummation by it of the transactions contemplated hereby
and thereby (including, but not limited to, the sale and delivery of the Shares
and the Warrants and the reservation for issuance and the subsequent issuance of
the Warrant Shares upon exercise of the Warrants) have been duly authorized by
all necessary corporate action on the part of the Company, and no further
corporate action is required by the Company, its Board of Directors or its
stockholders in connection therewith other than in connection with the Required
Approvals. Each of the Transaction Documents to which it is a party has been (or
upon delivery will have been) duly executed by the Company and is, or when
delivered in accordance with the terms hereof, will constitute the legal, valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement of, creditors153
rights and remedies or by other equitable principles of general application,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.

(d) No Conflicts. The execution, delivery and performance by the
Company of the Transaction Documents to which it is a party and the consummation
by the Company of the transactions contemplated hereby or thereby (including,
without limitation, the issuance of the Shares and Warrants and the reservation
for issuance and issuance of the Warrant Shares) do not and will not (i)
conflict with or violate any provisions of the Company153s or any Subsidiary153s
certificate of incorporation or bylaws or otherwise result in a violation of the
organizational documents of the Company, (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would result in a
default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any Material Contract, or (iii) subject to the
Required Approvals, conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations and the rules and
regulations, assuming the correctness of the representations and warranties made
by the Purchasers herein, of any self-regulatory organization to which the
Company or its securities are subject, including all applicable Trading
Markets), or by which any property or asset of the Company is bound or affected,
except in the case of clauses (ii) and (iii) such as would not, individually or
in the aggregate, have or reasonably be expected to result in a Material Adverse
Effect or a material adverse effect on the legality, validity or enforceability
of any Transaction Document or the Company153s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document.

(e) Filings, Consents and Approvals. Neither the Company nor any of
its Subsidiaries is required to obtain any consent, waiver, approval,
authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority, holder of outstanding securities of the Company or other
Person in connection with the execution, delivery and performance by the Company
of the Transaction Documents (including the issuance of the Securities), other
than (i) the filing with the Commission of one or more Registration Statements
in accordance with the requirements of the Registration Rights Agreement, (ii)
filings required by applicable state securities laws, (iii) the filing of a
Notice of Sale of Securities on Form D with the Commission under Regulation D of
the Securities Act, (iv) the filing of any requisite notices and/or
application(s) to the Principal Trading Market for the issuance and sale of the
Securities and the listing of the Shares and Warrant Shares for trading or
quotation, as the case may be, thereon in the time and manner required thereby,
(v) the filings required in accordance with Section 4.6 of this Agreement and
(vi) those that have been made or obtained prior to the date of this Agreement
(collectively, the “Required Approvals“).

(f) Issuance of the Securities. The Shares have been duly authorized
and, when issued and paid for in accordance with the terms of the Transaction
Documents, will be duly and validly issued, fully paid and nonassessable and
free and clear of all Liens, other than restrictions on transfer provided for in
the Transaction Documents or imposed by applicable securities laws, and shall
not be subject to preemptive or similar rights of stockholders. The Warrants
have been duly authorized and, when issued and paid for in accordance with the
terms of the Transaction Documents, will be duly and validly issued, free and
clear of all Liens, other than restrictions on transfer provided for in the
Transaction Documents or imposed by applicable securities laws, and shall not be
subject to preemptive or similar rights of stockholders. The Warrant Shares
issuable upon exercise of the Warrants have been duly authorized and, when
issued and paid for in accordance with the terms of the Transaction Documents
and the Warrants, will be duly and validly issued, fully paid and nonassessable,
free and clear of all Liens, other than restrictions on transfer provided for in
the Transaction Documents or imposed by applicable securities laws, and shall
not be subject to preemptive or similar rights of stockholders. Assuming the
accuracy of the representations and warranties of the Purchasers in this
Agreement, the Securities will be issued in compliance with all applicable
federal and state securities laws. As of the Closing Date, the Company shall
have reserved from its duly authorized capital stock the number of shares of
Common Stock issuable upon exercise of the Warrants (without taking into account
any limitations on the exercise of the Warrants set forth in the Warrants). The
Company shall, so long as any of the Warrants are outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued
capital stock, solely for the purpose of effecting the exercise of the Warrants,
the number of shares of Common Stock issuable upon exercise of the Warrants
(without taking into account any limitations on the exercise of the Warrants set
forth in the Warrants).

(g) Capitalization. The capitalization of the Company is as described
in its most recently filed SEC Report on Form 10-K, except for issuances
pursuant to this Agreement, stock option exercises, issuances pursuant to equity
incentive plans or exercises of warrants. The Company has not issued any capital
stock since the date of its most recently filed SEC Report other than to reflect
stock option and warrant exercises that do not, individually or in the
aggregate, have a material affect on the issued and outstanding capital stock,
options and other securities of the Company. No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction Documents that
have not been effectively waived as of the Closing Date. Except as set forth on
Schedule 3.1(g) or a result of the purchase and sale of the Shares and
Warrants, there are no outstanding options, warrants, scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire any shares of Common
Stock, or contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to issue additional shares of
Common Stock or Common Stock Equivalents. Except as set forth on Schedule
3.1(g), the issuance and sale of the Shares and Warrants will not obligate
the Company to issue shares of Common Stock or other securities to any Person
(other than the Purchasers) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock of
the Company are validly issued, fully paid and nonassessable, have been issued
in compliance in all material respects with all applicable federal and state
securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase securities
which violation would have or would reasonably be expected to result in a
Material Adverse Effect. No further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and
sale of the Securities. There are no stockholders agreements, voting agreements
or other similar agreements with respect to the Company153s capital stock to which
the Company is a party or, to the Company153s Knowledge, between or among any of
the Company153s stockholders.

(h) SEC Reports; Disclosure Materials. The Company has filed all
reports, schedules, forms, statements and other documents required to be filed
by it under the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the 12 months preceding the date hereof (or such shorter period as
the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC
Reports“, and the SEC Reports, together with the Disclosure Schedules,
being collectively referred to as the “Disclosure Materials“) on a
timely basis or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension, except
where the failure to file on a timely basis would not have or reasonably be
expected to result in a Material Adverse Effect and would not have or reasonably
be expected to result in any limitation or prohibition on the Company153s ability
to register the Shares and Warrant Shares for resale on Form S-1 or any
Purchaser153s ability to use Rule 144 to resell any Securities. As of their
respective filing dates, or to the extent corrected by a subsequent amendment,
the SEC Reports complied in all material respects with the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The Company has never been an issuer subject to Rule 144(i) under
the Securities Act. Each of the Material Contracts to which the Company or any
Subsidiary is a party or to which the property or assets of the Company or any
of its Subsidiaries are subject has been filed (or incorporated by reference) as
an exhibit to the SEC Reports.

(i) Financial Statements. The consolidated financial statements of the
Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing (or to the
extent corrected by a subsequent amendment). Such consolidated financial
statements have been prepared in accordance with GAAP applied on a consistent
basis during the periods involved, except as may be otherwise specified in such
financial statements or the notes thereto and except that unaudited financial
statements may not contain all footnotes required by GAAP, and fairly present in
all material respects the financial position of the Company and its consolidated
Subsidiaries taken as a whole as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial year-end audit adjustments.

(j) Material Changes. Since the date of the latest financial
statements included within the SEC Reports, except as specifically disclosed in
a subsequent SEC Report filed prior to the date hereof and except as disclosed
in Schedule 3.1(j), (i) there have been no events, occurrences or
developments that have had or would reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect, (ii) the Company
has not incurred any material liabilities (contingent or otherwise) other than
(A) trade payables and accrued expenses incurred in the ordinary course of
business consistent with past practice and (B) liabilities not required to be
reflected in the Company’s financial statements pursuant to GAAP or required to
be disclosed in filings made with the Commission, (iii) the Company has not
altered materially its method of accounting or the manner in which it keeps its
accounting books and records, (iv) the Company has not declared or made any
dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock (other than in connection with repurchases of unvested stock
issued to employees of the Company) and (v) the Company has not issued any
equity securities to any officer, director or Affiliate, except Common Stock
issued in the ordinary course as dividends on outstanding preferred stock or
issued pursuant to existing Company stock option or stock purchase plans or
executive and director compensation arrangements disclosed in the SEC Reports.
Except as disclosed in Schedule 3.1(j) and except for the issuance of the
Shares and Warrants contemplated by this Agreement, no event, liability or
development has occurred or exists with respect to the Company or its
Subsidiaries or their respective business, properties, operations or financial
condition, that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made that has not
been publicly disclosed at least one Trading Day prior to the date that this
representation is made.

(k) Litigation. There is no Action which (i) adversely affects or
challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or (ii) except as disclosed in Schedule
3.1(k), would, if there were an unfavorable decision, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse
Effect. During the past five years, neither the Company nor any Subsidiary, nor
to the Company153s Knowledge any director or officer thereof, is or has been the
subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary duty. There
has not been, and to the Company153s Knowledge there is not pending or
contemplated, any investigation by the Commission involving the Company or any
current or former director or officer of the Company. During the past five
years, the Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company under the
Exchange Act or the Securities Act.

(l) Employment Matters. No material labor dispute exists or, to the
Company153s Knowledge, is imminent with respect to any of the employees of the
Company which would have or would reasonably be expected to result in a Material
Adverse Effect. None of the Company153s or any Subsidiary153s employees is a member
of a labor union that relates to such employee153s relationship with the Company,
and neither the Company nor any of its Subsidiaries is a party to a collective
bargaining agreement. Except as disclosed in Schedule 3.1(l), no
executive officer of the Company (as defined in Rule 501(f) of the Securities
Act) has notified the Company or any of its Subsidiaries that such officer
intends to leave the Company or any such Subsidiary or otherwise terminate such
officer153s employment with the Company or any such Subsidiary. To the Company153s
Knowledge, no executive officer or key employee, is, or is now expected to be,
in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement or non-competition agreement, or
any other contract or agreement or any restrictive covenant in favor of any
third party, and to the Company153s Knowledge, the continued employment of each
such executive officer or key employee does not subject the Company or any
Subsidiary to any liability with respect to any of the foregoing matters,
except, in each case, matters that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. The Company is in
compliance with all U.S. federal, state, local and foreign laws and regulations
relating to employment and employment practices, terms and conditions of
employment and wages and hours, except where the failure to be in compliance
would not, individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect.

(m) Compliance. Neither the Company nor any of its Subsidiaries (i) is
in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by
the Company or any of its Subsidiaries under), nor has the Company or any of its
Subsidiaries received written notice of a claim that it is in default under or
that it is in violation of, any Material Contract (whether or not such default
or violation has been waived), (ii) is in violation of any order of any court,
arbitrator or governmental body having jurisdiction over the Company or any of
its Subsidiaries or their properties or assets, or (iii) is in violation of, or
in receipt of written notice that it is in violation of, any statute, rule or
regulation of any governmental authority applicable to the Company or any of its
Subsidiaries, except in each case as would not, individually or in the
aggregate, have or reasonably be expected to result in a Material Adverse
Effect.

(n) Regulatory Permits. The Company and each of its Subsidiaries
possesses all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct its
business as currently conducted, except as set forth in the SEC Reports, or such
that where the failure to possess such permits, individually or in the
aggregate, has not and would not have or would not reasonably be expected to
result in a Material Adverse Effect (“Material Permits“), and neither
the Company nor any of its Subsidiaries has received any notice of Proceedings
relating to the revocation or modification of any such Material Permits.

(o) Title to Assets. The Company and each of its Subsidiaries has good
and marketable title to all tangible personal property owned by it that is
material to its business, in each case free and clear of all Liens except such
as do not materially affect the value of such property and do not interfere with
the use made and proposed to be made of such property by the Company. Any real
property and facilities held under lease by the Company and any of its
Subsidiaries are held by it under valid, subsisting and enforceable leases with
such exceptions as are not material and do not interfere with the use made and
proposed to be made of such property and buildings by the Company and its
Subsidiaries.

(p) Patents and Trademarks. Except as disclosed in Schedule
3.1(p), to the Company153s Knowledge, the Company and each of its Subsidiaries
owns, possesses, licenses or has other rights to use, all patents, patent
applications, trade and service marks, trade and service mark applications and
registrations, trade names, trade secrets, inventions, copyrights, licenses,
technology, know-how and other intellectual property rights and similar rights
necessary or material for use in connection with its businesses as described in
the SEC Reports and which the failure to so have would have or reasonably be
expected to result in a Material Adverse Effect (collectively, the
“Intellectual Property Rights“). Except as disclosed in Schedule
3.1(p), to the Company153s Knowledge, none of the Intellectual Property Rights
used by the Company or any Subsidiary violates or infringes upon the patent,
trademark, copyright, trade secret or other proprietary rights of any Person.
There is no pending or, to the Company153s Knowledge, threatened action, suit,
proceeding or claim by any Person that the Company153s or any Subsidiary153s
business as now conducted infringes or otherwise violates any patent, trademark,
copyright, trade secret or other proprietary rights of another. To the Company153s
Knowledge, there is no existing infringement by another Person of any of the
Intellectual Property Rights that would have or would reasonably be expected to
result in a Material Adverse Effect. To the Company153s Knowledge, all patent
applications and patents within the Intellectual Property Rights have been
prosecuted with a duty of candor, and, except as disclosed in Schedule
3.1(p), there is no material fact known by the Company that would preclude
the issuance of patents with respect to said patent applications or that would
render any issued patents invalid or unenforceable. There is no pending or, to
the Company153s Knowledge, threatened action, suit, proceeding or claim by another
Person challenging the Company153s or any Subsidiary153s rights in or to any
material Intellectual Property Rights, or challenging inventorship, validity or
scope of any such Intellectual Property Rights. The Company has taken reasonable
security measures to protect the secrecy, confidentiality and value of all of
its and its Subsidiaries153 Intellectual Property Rights, except where failure to
do so would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect. None of the technology employed by the
Company or any of its Subsidiaries has been obtained or is being used by the
Company or any Subsidiary in violation of any contractual obligation binding on
the Company or any Subsidiary or, to the Company153s Knowledge, any of its or its
Subsidiaries153 officers, directors or employees or otherwise in violation of the
rights of any Person, which violations would have or would reasonably be
expected to have a Material Adverse Effect.

(q) Insurance. The Company and each of its Subsidiaries is insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as the Company believes to be prudent and customary in the
businesses and locations in which the Company and the Subsidiaries are engaged.
None of the Company or any of its Subsidiaries has received any written notice
of cancellation of any such insurance, nor, to the Company153s Knowledge, will it
or any Subsidiary be unable to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business without a material increase in cost.

(r) Transactions With Affiliates and Employees. Except as set forth in
the SEC Reports, none of the executive officers or directors of the Company and,
to the Company153s Knowledge, none of the employees of the Company is presently a
party to any transaction with the Company (other than for services as employees,
officers and directors) that would be required to be disclosed pursuant to Item
404 of Regulation S-K promulgated under the Securities Act.

(s) Internal Accounting Controls. The Company maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset and liability accountability, (iii) access to assets or incurrence of
liabilities is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets and
liabilities is compared with the existing assets and liabilities at reasonable
intervals and appropriate action is taken with respect to any differences.

(t) Sarbanes-Oxley; Disclosure Controls. The Company is in compliance
in all material respects with all of the provisions of the Sarbanes-Oxley Act of
2002 which are applicable to it. The Company has established disclosure controls
and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under
the Exchange Act) for the Company and designed such disclosure controls and
procedures to ensure that information required to be disclosed by the Company in
the reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission153s
rules and forms. The Company153s certifying officers have evaluated the
effectiveness of the Company153s disclosure controls and procedures as of the end
of the period covered by the Company153s most recently filed periodic report under
the Exchange Act (such date, the “Evaluation Date“). The Company
presented in its most recently filed periodic report under the Exchange Act the
conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures based on their evaluations as of the Evaluation Date.
Since the Evaluation Date, there have been no changes in the Company153s internal
control over financial reporting (as such term is defined in the Exchange Act)
that have materially affected, or are reasonably likely to materially affect,
the Company153s internal control over financial reporting.

(u) Certain Fees. Except as disclosed in Schedule 3.1(u), no
person or entity will have, as a result of the transactions contemplated by this
Agreement, any valid right, interest or claim against or upon the Company or a
Purchaser for any commission, fee or other compensation pursuant to any
agreement, arrangement or understanding entered into by or on behalf of the
Company, other than the Placement Agent with respect to the offer and sale of
the Shares and Warrants (which fees are being paid by the Company). The
Purchasers shall have no obligation with respect to any fees or with respect to
any claim made by or on behalf of other Persons for fees of a type contemplated
in this paragraph (u) pursuant to any agreement to which the Company is a party
that may be due in connection with the transactions contemplated by the
Transaction Documents. The Company shall indemnify, pay, and hold each Purchaser
harmless against, any liability, loss or expense (including, without limitation,
attorneys153 fees and out-of-pocket expenses) arising in connection with any such
right, interest or claim.

(v) Private Placement. Assuming the accuracy of the Purchasers153
representations and warranties set forth in Section 3.2 of this Agreement and
the accuracy of the information disclosed in the Accredited Investor
Questionnaires provided by the Purchasers, no registration under the Securities
Act is required for the offer and sale of the Securities by the Company to the
Purchasers under the Transaction Documents. The issuance and sale of the
Securities hereunder does not contravene the rules and regulations of the
Principal Trading Market.

(w) Investment Company. The Company is not, and is not an Affiliate
of, and immediately after receipt of payment for the Shares and Warrants, will
not be or be an Affiliate of, an “investment company” within the meaning of the
Investment Company Act of 1940, as amended. The Company shall conduct its
business in a manner so that it will not become subject to the Investment
Company Act of 1940, as amended.

(x) Registration Rights. Other than each of the Purchasers pursuant to
the Registration Rights Agreement, no Person has any right to cause the Company
to effect the registration under the Securities Act of any securities of the
Company.

(y) Listing and Maintenance Requirements. The Company153s Common Stock
is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to terminate the registration of the Common
Stock under the Exchange Act, nor has the Company received any notification that
the Commission is contemplating terminating such registration. The Company has
not, in the 12 months preceding the date hereof, received written notice from
any Trading Market on which the Common Stock is listed or quoted to the effect
that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market. The Company is, and has no reason to
believe that it will not in the foreseeable future continue to be in compliance
with all listing and maintenance requirements of the Principal Trading Market on
the date hereof.

(z) Application of Takeover Protections; Rights Agreements. The
Company and the Board of Directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s charter documents
or the laws of its state of incorporation that is or could reasonably be
expected to become applicable to any of the Purchasers as a result of the
Purchasers and the Company fulfilling their obligations or exercising their
rights under the Transaction Documents, including, without limitation, the
Company’s issuance of the Securities and the Purchasers’ ownership of the
Securities.

(aa) Disclosure. The Company confirms that it has not provided, and
none of its officers or directors nor, to the Company153s Knowledge, any other
Person acting on its or their behalf has provided, and it has not authorized the
Placement Agent to provide, any Purchaser or its respective agents or counsel
with any information that it believes constitutes material, non-public
information except insofar as the existence, provisions and terms of the
Transaction Documents and the proposed transactions hereunder may constitute
such information, all of which will be disclosed by the Company in the Press
Release as contemplated by Section 4.6 hereof. The Company understands and
confirms that the Purchasers will rely on the foregoing representations in
effecting transactions in securities of the Company. All disclosure furnished by
or on behalf of the Company to the Purchasers regarding the Company, its
business and the transactions contemplated hereby, including the Disclosure
Schedules to this Agreement, is true and correct and does not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. The Company acknowledges and agrees that
no Purchaser makes or has made any representations or warranties with respect to
the transactions contemplated hereby other than those specifically set forth in
Section 3.2 hereto.

(bb) No Integrated Offering. Assuming the accuracy of the Purchasers153
representations and warranties set forth in Section 3.2, neither the Company
nor, to the Company153s Knowledge, any Person acting on its behalf has, directly
or indirectly, at any time within the past six months, made any offers or sales
of any Company security or solicited any offers to buy any security under
circumstances that would (i) eliminate the availability of the exemption from
registration under Regulation D under the Securities Act in connection with the
offer and sale by the Company of the Securities as contemplated hereby or (ii)
cause the offering of the Securities pursuant to the Transaction Documents to be
integrated with prior offerings by the Company for purposes of any applicable
law, regulation or stockholder approval provisions, including, without
limitation, under the rules and regulations of any Trading Market on which any
of the securities of the Company are listed or designated unless such
integration would not have or reasonably be expected to result in a Material
Adverse Effect.

(cc) Tax Matters. The Company and each of its Subsidiaries (i) has
accurately and timely prepared and filed (or requested valid extensions thereof)
all foreign, federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject, (ii) has paid
all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith, with respect to which adequate
reserves have been set aside on the books of the Company and (iii) has set aside
on its books provisions reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports or declarations
apply, except, in the case of clauses (i) and (ii) above, where the failure to
so pay or file any such tax, assessment, charge or return would not have or
reasonably be expected to result in a Material Adverse Effect. There are no
unpaid taxes in any material amount claimed to be due by the Company or any
Subsidiary by the taxing authority of any jurisdiction.

(dd) Environmental Matters. To the Company153s Knowledge, none of the
Company or any of its Subsidiaries (i) is in violation of any statute, rule,
regulation, decision or order of any governmental agency or body or any court,
domestic or foreign, relating to the use, disposal or release of hazardous or
toxic substances or relating to the protection or restoration of the environment
or human exposure to hazardous or toxic substances (collectively,
“Environmental Laws“), (ii) owns or operates any real property
contaminated with any substance that is in violation of any Environmental Laws,
(iii) is liable for any off-site disposal or contamination pursuant to any
Environmental Laws, or (iv) is subject to any claim relating to any
Environmental Laws; which violation, contamination, liability or claim has had
or would have, individually or in the aggregate, a Material Adverse Effect; and
there is no pending investigation or, to the Company153s Knowledge, investigation
threatened in writing that might lead to such a claim.

(ee) No General Solicitation. Neither the Company nor, to the
Company153s Knowledge, any person acting on behalf of the Company has offered or
sold any of the Securities by any form of general solicitation or general
advertising.

(ff) Off Balance Sheet Arrangements. There is no transaction,
arrangement, or other relationship between the Company, any Subsidiary and an
unconsolidated or other off balance sheet entity that is required to be
disclosed by the Company in the SEC Reports and is not so disclosed and would
have or reasonably be expected to result in a Material Adverse Effect.

(gg) Foreign Corrupt Practices. Neither the Company nor any of its
Subsidiaries, nor to the Company153s Knowledge, any agent or other person acting
on behalf of the Company or any of its Subsidiaries, has (i) directly or
indirectly, used any funds for unlawful contributions, gifts, entertainment or
other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or
employees or to any foreign or domestic political parties or campaigns from
corporate funds, (iii) failed to disclose fully any contribution made by the
Company or any Subsidiary (or made by any person acting on its behalf of which
the Company is aware) which is in violation of law, or (iv) violated in any
material respect any provision of the Foreign Corrupt Practices Act of 1977, as
amended.

(hh) Acknowledgment Regarding Purchasers153 Purchase of Securities. The
Company acknowledges and agrees that each of the Purchasers is acting solely in
the capacity of an arm153s length purchaser with respect to the Transaction
Documents and the transactions contemplated hereby and thereby. The Company
further acknowledges that no Purchaser is acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated thereby and any advice
given by any Purchaser or any of their respective representatives or agents in
connection with the Transaction Documents and the transactions contemplated
thereby is merely incidental to the Purchasers153 purchase of the Securities. The
Company further represents to each Purchaser that the Company153s decision to
enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by
the Company and its representatives.

(ii) Regulation M Compliance. The Company has not, and to the
Company153s Knowledge no one acting on its behalf has, (i) taken, directly or
indirectly, any action designed to cause or to result in the stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any
compensation for soliciting purchases of, any of the Securities in violation of
Regulation M under the Exchange Act, or (iii) paid or agreed to pay to any
Person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation
paid to the Placement Agent in connection with the placement of the Shares and
Warrants.

(jj) PFIC Status. Neither the Company nor any of its Subsidiaries is
or intends to become a “passive foreign investment company” within the meaning
of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.

(kk) OFAC Status. Neither the Company nor any of its Subsidiaries is
and, to the Company153s Knowledge, no director, officer, agent, employee,
Affiliate or Person acting on behalf of the Company or any Subsidiary is
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC“); and the
Company will not directly or indirectly use the proceeds of the sale of the
Securities, or lend, contribute or otherwise make available such proceeds to any
joint venture partner or other Person or entity, towards any sales or operations
in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or
for the purpose of financing the activities of any Person currently subject to
any U.S. sanctions administered by OFAC.

(ll) Government Licenses. The Company and its Subsidiaries possess
such permits, certificates, licenses, approvals, consents and other
authorizations (collectively, “Governmental Licenses“) issued by the
appropriate federal, state, local or foreign regulatory agencies or bodies
necessary to conduct the business of the Company as described in the SEC
Reports, including without limitation, all such approvals, certificates,
authorizations and permits required by the United States Food and Drug
Administration (the “FDA“) and/or other federal, state, local or
foreign agencies or bodies engaged in the regulation of clinical trials,
pharmaceuticals, or biohazardous substances or materials, except where the
failure so to possess would not, individually or in the aggregate, have or
reasonably be expected to have a Material Adverse Effect; the Company and each
of its Subsidiaries is in compliance with the terms and conditions of all such
Governmental Licenses, except where the failure so to comply would not,
individually or in the aggregate, have or reasonably be expected to have a
Material Adverse Effect; all of the Governmental Licenses are valid and in full
force and effect, except when the invalidity of such Governmental Licenses or
the failure of such Governmental Licenses to be in full force and effect would
not, individually or in the aggregate, have or reasonably be expected to have a
Material Adverse Effect; and neither the Company nor any of its Subsidiaries has
received any written notice of Proceedings relating to the revocation or
modification of any such Governmental Licenses which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
have or reasonably be expected to have a Material Adverse Effect. Where required
by applicable laws and regulations of the FDA or any foreign regulatory
authority, the Company and each of its Subsidiaries has submitted to the FDA or
any foreign regulatory authority an Investigational New Drug Application, or
similar application, or amendment or supplement thereto for a clinical trial it
has conducted or sponsored or is conducting or sponsoring, except where such
failure would not, individually or in the aggregate, have or reasonably be
expected to have a Material Adverse Effect; all such submissions were in
material compliance with applicable laws and rules and regulations when
submitted and no material deficiencies have been asserted by the FDA or such
foreign regulatory authority with respect to any such submissions, except any
deficiencies which could not, individually or in the aggregate, have or
reasonably be expected to have a Material Adverse Effect.

(mm) No Additional Agreements. The Company does not have any agreement
or understanding with any Purchaser with respect to the transactions
contemplated by the Transaction Documents other than as specified in the
Transaction Documents.

3.2 Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company and the Placement Agent as
follows:

(a) Organization; Authority. Such Purchaser is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with the requisite corporate, limited liability
company or partnership power and authority to enter into and to consummate the
transactions contemplated by the applicable Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and
delivery of this Agreement by such Purchaser and performance by such Purchaser
of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate or, if such Purchaser is not a corporation, such
partnership, limited liability company or other applicable like action, on the
part of such Purchaser. Each Transaction Document to which it is a party has
been duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof, will constitute the valid and legally binding
obligation of such Purchaser, enforceable against it in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors153 rights and remedies or by
other equitable principles of general application.

(b) No Conflicts. The execution, delivery and performance by such
Purchaser of this Agreement and the Registration Rights Agreement and the
consummation by such Purchaser of the transactions contemplated hereby and
thereby will not (i) result in a violation of the organizational documents of
such Purchaser, (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which such Purchaser is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws) applicable to such
Purchaser, except in the case of clauses (ii) and (iii) above, for such
conflicts, defaults, rights or violations which would not, individually or in
the aggregate, reasonably be expected to have a material adverse effect on the
ability of such Purchaser to perform its obligations hereunder.

(c) Investment Intent. Such Purchaser understands that the Securities
are “restricted securities” and have not been registered under the Securities
Act or any applicable state securities law and is acquiring the Shares and
Warrants and, upon exercise of the Warrants, will acquire the Warrant Shares
issuable upon exercise thereof as principal for its own account and not with a
view to, or for distributing or reselling such Securities or any part thereof in
violation of the Securities Act or any applicable state securities laws,
provided, however, that by making the representations herein, such
Purchaser does not agree to hold any of the Securities for any minimum period of
time and reserves the right, subject to the provisions of this Agreement and the
Registration Rights Agreement, at all times to sell or otherwise dispose of all
or any part of such Securities pursuant to an effective registration statement
under the Securities Act or under an exemption from such registration and in
compliance with applicable federal and state securities laws. Such Purchaser is
acquiring the Securities hereunder in the ordinary course of its business. Such
Purchaser does not presently have any agreement, plan or understanding, directly
or indirectly, with any Person to distribute or effect any distribution of any
of the Securities (or any securities which are derivatives thereof) to or
through any person or entity; such Purchaser is not a registered broker-dealer
under Section 15 of the Exchange Act or an entity engaged in a business that
would require it to be so registered as a broker-dealer.

(d) Purchaser Status. At the time such Purchaser was offered the
Shares and Warrants, it was, and at the date hereof it is, and on each date on
which it exercises the Warrants it will be, an “accredited investor” as defined
in Rule 501(a) under the Securities Act.

(e) General Solicitation. Such Purchaser is not purchasing the
Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or any other general advertisement.

(f) Experience of Such Purchaser. Such Purchaser, either alone or
together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment. Such Purchaser is able to
bear the economic risk of an investment in the Securities and, at the present
time, is able to afford a complete loss of such investment.

(g) Access to Information. Such Purchaser acknowledges that it has had
the opportunity to review the Disclosure Materials and has been afforded (i) the
opportunity to ask such questions as it has deemed necessary of, and to receive
answers from, representatives of the Company concerning the terms and conditions
of the offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and its Subsidiaries
and their respective financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate its
investment; and (iii) the opportunity to obtain such additional information that
the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the
investment. Neither such inquiries nor any other investigation conducted by or
on behalf of such Purchaser or its representatives or counsel shall modify,
amend or affect such Purchaser’s right to rely on the truth, accuracy and
completeness of the Company’s representations and warranties contained in the
Transaction Documents. Such Purchaser has sought such accounting, legal and tax
advice as it has considered necessary to make an informed decision with respect
to its acquisition of the Securities.

(h) Brokers and Finders. No Person will have, as a result of the
transactions contemplated by this Agreement, any valid right, interest or claim
against or upon the Company or any Purchaser for any commission, fee or other
compensation pursuant to any agreement, arrangement or understanding entered
into by or on behalf of such Purchaser.

(i) Independent Investment Decision. Such Purchaser has independently
evaluated the merits of its decision to purchase Securities pursuant to the
Transaction Documents, and such Purchaser confirms that it has not relied on the
advice of any other Purchaser153s business and/or legal counsel in making such
decision. Such Purchaser understands that nothing in this Agreement or any other
materials presented by or on behalf of the Company to the Purchaser in
connection with the purchase of the Securities constitutes legal, tax or
investment advice. Such Purchaser has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of the Securities. Such Purchaser understands that
the Placement Agent has acted solely as the agent of the Company in this
placement of the Shares and Warrants and such Purchaser has not relied on the
business or legal advice of the Placement Agent or any of its agents, counsel or
Affiliates in making its investment decision hereunder, and confirms that none
of such Persons has made any representations or warranties to such Purchaser in
connection with the transactions contemplated by the Transaction Documents.

(j) Reliance on Exemptions. Such Purchaser understands that the
Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities
laws and that the Company is relying in part upon the truth and accuracy of, and
such Purchaser153s compliance with, the representations, warranties, agreements,
acknowledgements and understandings of such Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of such
Purchaser to acquire the Securities.

(k) No Governmental Review. Such Purchaser understands that no United
States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the
fairness or suitability of the investment in the Securities nor have such
authorities passed upon or endorsed the merits of the offering of the
Securities.

(l) Residency. Such Purchaser153s residence (if an individual) or
offices in which its investment decision with respect to the Securities was made
(if an entity) are located at the address immediately below such Purchaser153s
name on its signature page hereto.

(m) Accuracy of Accredited Investor Questionnaire. The Accredited
Investor Questionnaire delivered by such Purchaser in connection with this
Agreement is complete and accurate in all respects as of the date of this
Agreement and will be correct as of the Closing Date.

The Company and each of the Purchasers acknowledge and agree that no party to
this Agreement has made or makes any representations or warranties with respect
to the transactions contemplated hereby other than those specifically set forth
in this Article III and the Transaction Documents.

Article IV

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) Compliance with Laws. Notwithstanding any other provision of this
Article IV, each Purchaser, severally but not jointly, covenants that the
Securities may be disposed of only pursuant to an effective registration
statement under, and in compliance with the requirements of, 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 compliance with any
applicable state and federal securities laws. In connection with any transfer of
the Securities other than (i) pursuant to an effective registration statement,
(ii) to the Company, (iii) pursuant to Rule 144 (provided that such
Purchaser provides the Company with reasonable assurances (in the form of seller
and, if applicable, broker representation letters) that the securities may be
sold pursuant to such rule) or (iv) in connection with a bona fide pledge as
contemplated in Section 4.1(b), the Company may require the transferor thereof
to provide to the Company an opinion of counsel selected by the transferor and
reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the
Securities Act. As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement and the Registration Rights
Agreement and shall have the rights of a Purchaser under this Agreement and the
Registration Rights Agreement with respect to such transferred Securities.

(b) Legends. Certificates evidencing the Securities shall bear any
legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form, until such time as they are not required
under Section 4.1(c):

[NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED]
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) 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 OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

The Company acknowledges and agrees that a Purchaser may from time to time
pledge, and/or grant a security interest in, some or all of the legended
Securities in connection with applicable securities laws, pursuant to a bona
fide margin agreement in compliance with a bona fide margin loan. Such a pledge
would not be subject to approval or consent of the Company and no legal opinion
of legal counsel to the pledgee, secured party or pledgor shall be required in
connection with the pledge, but such legal opinion shall be required in
connection with a subsequent transfer or foreclosure following default by such
Purchaser transferee of the pledge. No notice shall be required of such pledge,
but such Purchaser153s transferee shall promptly notify the Company of any such
subsequent transfer or foreclosure of such legended Securities. Each Purchaser
acknowledges that the Company shall not be responsible for any pledges relating
to, or the grant of any security interest in, any of the Securities or for any
agreement, understanding or arrangement between any Purchaser and its pledgee or
secured party. At the appropriate Purchaser153s expense, the Company will execute
and deliver such reasonable documentation as a pledgee or secured party of
Securities may reasonably request in connection with a pledge or transfer of the
Securities, including the preparation and filing of any required prospectus
supplement under Rule 424(b)(3) of the Securities Act or other applicable
provision of the Securities Act to appropriately amend the list of selling
stockholders thereunder. Each Purchaser acknowledges and agrees that, except as
otherwise provided in Section 4.1(c), any Securities subject to a pledge or
security interest as contemplated by this Section 4.1(b) shall continue to bear
the legend set forth in this Section 4.1(b) and be subject to the restrictions
on transfer set forth in Section 4.1(a).

(c) Removal of Legends. The legend set forth in Section 4.1(b) above
shall be removed and the Company shall issue a certificate without such legend
or any other legend to the holder of the applicable Securities upon which it is
stamped or issue to such holder by electronic delivery at the applicable balance
account at the Depository Trust Company (“DTC“), if (i) such Securities
are registered for resale under the Securities Act (provided that, if a
Purchaser is selling pursuant to the Registration Statement, such Purchaser
agrees to only sell such Securities during such time that the Registration
Statement is effective and not withdrawn or suspended, and only as permitted by
the Registration Statement), (ii) such Securities are sold or transferred
pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or
(iii) such Securities are eligible for sale under Rule 144, without the
requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such securities and without volume or
manner-of-sale restrictions. Following the earlier of (i) the Effective Date or
(ii) Rule 144 becoming available for the resale of Securities, without the
requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such securities and without volume or
manner-of-sale restrictions, the Company shall deliver to the Transfer Agent
irrevocable instructions that the Transfer Agent shall reissue a certificate
representing the applicable Shares or issue a certificate representing the
applicable Warrant Shares without legend upon receipt by the Transfer Agent of
the legended certificates for such Shares. Any fees (with respect to the
Transfer Agent or otherwise) associated with the removal of such legend shall be
borne by the Company. Following the Effective Date, or at such earlier time as a
legend is no longer required for certain Securities (in which case a Purchase
shall also be required to provide reasonable assurances (in the form of seller
and, if applicable, broker representation letters), the Company will no later
than three Trading Days following the delivery by a Purchaser to the Company or
the Transfer Agent (with notice to the Company) of (i) a legended certificate
representing Shares or Warrant Shares (endorsed or with stock powers attached,
signatures guaranteed, and otherwise in form necessary to affect the reissuance
and/or transfer) or (ii) an Exercise Notice and payment of the applicable
exercise price in the manner stated in the Warrants to effect the exercise of
such Warrant in accordance with its terms, and an opinion of counsel to the
extent required by Section 4.1(a) (such third Trading Day, the “Legend
Removal Date“), deliver or cause to be delivered to the transferee of such
Purchaser or such Purchaser, as applicable, a certificate representing such
Securities that is free from all restrictive and other legends. The Company may
not make any notation on its records or give instructions to the Transfer Agent
that enlarge the restrictions on transfer set forth in this Section 4.1(c) other
than to comply with applicable law. Certificates for Shares or Warrant Shares
subject to legend removal hereunder may be transmitted by the Transfer Agent to
a Purchaser by crediting the account of such Purchaser153s prime broker with DTC
as directed by such Purchaser.

(d) Irrevocable Transfer Agent Instructions. The Company shall issue
irrevocable instructions to its transfer agent, and any subsequent transfer
agent, in substantially the form of Exhibit E attached hereto (the
“Irrevocable Transfer Agent Instructions“). The Company represents and
warrants that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 4.1(d) (or instructions that are
consistent therewith) will be given by the Company to its transfer agent in
connection with this Agreement, and that the Securities shall otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this Agreement and the other Transaction Documents and applicable
law. The Company acknowledges that a breach by it of its obligations under this
Section 4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the
Company acknowledges that the remedy at law for a breach of its obligations
under this Section 4.1(d) will be inadequate and agrees, in the event of a
breach or threatened breach by the Company of the provisions of this Section
4.1(d), that a Purchaser shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required.

(e) Acknowledgement. Each Purchaser, severally but not jointly,
acknowledges its primary responsibilities under the Securities Act and
accordingly will not sell or otherwise transfer the Securities or any interest
therein without complying with the requirements of the Securities Act and
applicable law. While the Registration Statement remains effective, each
Purchaser hereunder may sell the Shares and Warrant Shares in accordance with
the plan of distribution contained in the Registration Statement and if it does
so it will comply therewith and with the related prospectus delivery
requirements unless an exemption therefrom is available. Each Purchaser,
severally and not jointly with the other Purchasers, agrees that if it is
notified by the Company in writing at any time that the Registration Statement
registering the resale of the Shares or the Warrant Shares is not effective or
that the prospectus included in such Registration Statement no longer complies
with the requirements of Section 10 of the Securities Act, such Purchaser will
refrain from selling such Shares and Warrant Shares until such time as the
Purchaser is notified by the Company that such Registration Statement is
effective or such prospectus is compliant with Section 10 of the Securities Act,
unless such Purchaser is able to, and does, sell such Shares or Warrant Shares
pursuant to an available exemption from the registration requirements of Section
5 of the Securities Act. Both the Company and its Transfer Agent, and their
respective directors, officers, employees and agents, may rely on this Section
4.1(e) and each Purchaser, severally but not jointly, with the other Purchasers
will indemnify and hold harmless each of such persons from any breaches or
violations of this Section 4.1(e).

(f) Buy-In. If the Company shall fail for any reason or for no reason
to issue to a Purchaser unlegended certificates within three Trading Days after
receipt of all documents necessary for the removal of the legend set forth above
(the “Deadline Date“), then, in addition to all other remedies
available to such Purchaser, if on or after the Trading Day immediately
following such three Trading Day period, such Purchaser is required to purchase
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the holder of shares of Common Stock that such
Purchaser anticipated receiving from the Company without any restrictive legend
(a “Buy-In“), then the Company shall, within three Trading Days after
such Purchaser153s request and in the Company153s sole discretion, either (i) pay
cash to such Purchaser in an amount equal to such Purchaser153s total purchase
price (including brokerage commissions, if any) for the shares of Common Stock
so purchased (the “Buy-In Price“), at which point the shares of Common
Stock held by such Purchaser equal to the number of shares of Common Stock so
purchased shall be forfeited to the Company and the Company153s obligation to
deliver such certificate (and to issue such shares of Common Stock) shall
terminate, or (ii) promptly honor its obligation to deliver to such Purchaser a
certificate or certificates representing such shares of Common Stock and pay
cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In
Price over the product of (a) such number of shares of Common Stock, multiplied
by (b) the Closing Bid Price on the Deadline Date. A Purchaser shall provide the
Company written notice indicating the amounts payable to such Purchaser in
respect of the Buy-In, together with applicable confirmations and other evidence
reasonably requested by the Company.

4.2 Reservation of Common Stock. The Company shall take all action
necessary to at all times during the period the Warrants are outstanding have
authorized, and reserved for the purpose of issuance from and after the Closing
Date, the number of shares of Common Stock issuable upon exercise of the
Warrants issued at the Closing (without taking into account any limitations on
exercise of the Warrants set forth in the Warrants).

4.3 Acknowledgment of Dilution. The Company acknowledges that the
issuance of the Shares may result in dilution of the outstanding shares of
Common Stock, which dilution may be substantial under certain market conditions.
The Company further acknowledges that its obligations under the Transaction
Documents, including without limitation its obligation to issue the Shares
pursuant to the Transaction Documents, are unconditional and absolute and not
subject to any right of set off, counterclaim, delay or reduction, regardless of
the effect of any such dilution or any claim the Company may have against any
Purchaser and regardless of the dilutive effect that such issuance may have on
the ownership of the other stockholders of the Company.

4.4 Furnishing of Information. In order to enable the Purchasers to
sell the Securities under Rule 144, until the earlier of (i) the date that the
Securities cease to be Registrable Securities (as defined in the Registration
Rights Agreement) (and for no less than 12 months from the Closing) or (ii) a
Fundamental Transaction (as defined in the Warrant) pursuant to which the
Company is no longer a reporting company under the Exchange Act, the Company
shall use its commercially reasonable efforts to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to
the Exchange Act. Except as set forth in clause (ii) above, during such period,
if the Company is not required to file reports pursuant to the Exchange Act, it
will prepare and furnish to the Purchasers and make publicly available in
accordance with Rule 144(c) such information as is required for the Purchasers
to sell the Securities under Rule 144.

4.5 No Integration. The Company shall not, and shall use its
commercially reasonable efforts to ensure that no Affiliate of the Company
shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in
respect of any security (as defined in Section 2 of the Securities Act) that
will be integrated with the offer or sale of the Securities in a manner that
would require the registration under the Securities Act of the sale of the
Securities to the Purchasers, or that will be integrated with the offer or sale
of the Securities for purposes of the rules and regulations of any Trading
Market such that it would require stockholder approval prior to the closing of
such other transaction unless stockholder approval is obtained before the
closing of such subsequent transaction.

4.6 Securities Laws Disclosure; Publicity. On or before 9:00 a.m., New
York City time, on the Business Day immediately following the date hereof, the
Company shall issue a press release (the “Press Release“) reasonably
acceptable to the Placement Agent disclosing all material terms of the
transactions contemplated hereby. On or before 5:30 p.m., New York City time, on
the fourth Trading Day immediately following the execution of this Agreement,
the Company will file a Current Report on Form 8-K with the Commission
describing the terms of the Transaction Documents (and including as exhibits to
such Current Report on Form 8-K the material Transaction Documents (including,
without limitation, this Agreement, the form of Warrant and the Registration
Rights Agreement)). Notwithstanding the foregoing, the Company shall not
publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or
include the name of any Purchaser or an Affiliate of any Purchaser in any press
release or filing with the Commission (other than the Registration Statement) or
any regulatory agency or Trading Market, without the prior written consent of
such Purchaser, except (i) as required by federal securities law in connection
with (A) any registration statement contemplated by the Registration Rights
Agreement and (B) the filing of final Transaction Documents (including signature
pages thereto) with the Commission and (ii) to the extent such disclosure is
required by law, request of the Staff of the Commission or Trading Market
regulations, in which case the Company shall provide the Purchasers with prior
written notice of such disclosure permitted under this subclause (ii). From and
after the issuance of the Press Release, no Purchaser shall be in possession of
any material, non-public information received from the Company or any of its
officers, directors, employees or agents, that is not disclosed in the Press
Release. Each Purchaser, severally and not jointly with the other Purchasers,
covenants that it will comply with the provisions of any confidentiality or
nondisclosure agreement executed by it and, in addition, until such time as the
transactions contemplated by this Agreement are required to be publicly
disclosed by the Company as described in this Section 4.6, such Purchaser will
maintain the confidentiality of all disclosures made to it in connection with
this transaction (including the existence and terms of this transaction).

4.7 Shareholder Rights Plan. No claim will be made or enforced by the
Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of
any such plan or arrangement, in either case solely by virtue of receiving
Securities under the Transaction Documents or under any other written agreement
between the Company and the Purchasers.

4.8 Non-Public Information. Except with respect to the material terms
and conditions of the transactions contemplated by the Transaction Documents,
including this Agreement, or as expressly required by any applicable securities
law, the Company covenants and agrees that neither it, nor any other Person
acting on its behalf, will provide any Purchaser or its agents or counsel with
any information regarding the Company that the Company believes constitutes
material non-public information without the express written consent of such
Purchaser, unless prior thereto such Purchaser shall have executed a written
agreement regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing
covenant in effecting transactions in securities of the Company.

4.9 Use of Proceeds. The Company shall use the net proceeds from the
sale of the Shares and Warrants hereunder for working capital and general
corporate purposes.

4.10 Indemnification of Purchasers. Subject to the provisions of this
Section 4.10, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and
any other Persons with a functionally equivalent role of a Person holding such
titles notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a
lack of such title or any other title) of such controlling persons (each, a
“Purchaser Party“) harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys153
fees and costs of investigation that any such Purchaser Party may suffer or
incur as a result of or relating to (a) any breach of any of the
representations, warranties, covenants or agreements made by the Company in this
Agreement or in the other Transaction Documents or (ii) any action instituted
against a Purchaser in any capacity, or any Purchaser Party, by any stockholder
of the Company who is not an Affiliate of such Purchaser seeking
indemnification, with respect to any of the transactions contemplated by the
Transaction Documents (unless such action is based upon a breach of such
Purchaser153s representations, warranties or covenants under the Transaction
Documents or any other agreement with the Company, or any agreements or
understandings such Purchaser may have with any such stockholder or any
violations by the Purchaser of state or federal securities laws or any conduct
by such Purchaser which constitutes fraud, gross negligence, willful misconduct
or malfeasance). Promptly after receipt by any such Person (the
“Indemnified Person“) of notice of any demand, claim or circumstances
which would or might give rise to a claim or the commencement of any action,
proceeding or investigation in respect of which indemnity may be sought pursuant
to this Section 4.10, such Indemnified Person shall promptly notify the Company
in writing and the Company shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Person, and
shall assume the payment of all fees and expenses relating to such action,
proceeding or investigation; provided, however, that the failure of any
Indemnified Person so to notify the Company shall not relieve the Company of its
obligations hereunder except to the extent that the Company is actually and
materially prejudiced by such failure to notify. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless: (i) the Company and the Indemnified Person shall have mutually agreed to
the retention of such counsel; (ii) the Company shall have failed promptly to
assume the defense of such proceeding and to employ counsel reasonably
satisfactory to such Indemnified Person in such proceeding; or (iii) in the
reasonable judgment of counsel to such Indemnified Person, representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Company shall not be liable for
any settlement of any proceeding effected without its prior written consent,
which consent shall not be unreasonably withheld, delayed or conditioned.
Without the prior written consent of the Indemnified Person, which consent shall
not be unreasonably withheld, delayed or conditioned, the Company shall not
effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Person, unless such settlement
includes an unconditional release of such Indemnified Person from all liability
arising out of such proceeding.

4.11 Listing of Securities. In the time and manner required by the
Principal Trading Market, the Company shall prepare and file with such Principal
Trading Market an additional shares listing application covering all of the
Shares and Warrant Shares and shall use its reasonable best efforts to take all
steps necessary to cause all of the Shares and Warrant Shares to be approved for
listing on the Principal Trading Market as promptly as possible thereafter.

4.12 Form D; Blue Sky. The Company agrees to timely file a Form D with
respect to the Securities as required under Regulation D and to provide a copy
thereof, promptly upon the written request of any Purchaser. The Company, on or
before the Closing Date, shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for or to qualify the
Securities for sale to the Purchasers at the Closing pursuant to this Agreement
under applicable securities or “Blue Sky” laws of the states of the United
States (or to obtain an exemption from such qualification) and shall provide
evidence of such actions promptly upon the written request of any Purchaser.

4.13 Delivery of Shares and Warrants After Closing . The Company shall
deliver, or cause to be delivered, the respective Shares and Warrants purchased
by each Purchaser to such Purchaser within three Trading Days of the Closing
Date (unless such Purchaser has specified to the Company at the time of
execution of this Agreement that it shall settle “delivery versus payment” in
which case such Shares and Warrants shall be delivered on or prior to the
Closing Date).

4.14 Subsequent Equity Sales. From the date hereof until 60 days after
the Effective Date of the Initial Registration Statement (as defined in the
Registration Rights Agreement), the Company shall not issue shares of Common
Stock or Common Stock Equivalents; provided, however, the 60-day period
set forth in this Section 4.15 shall be extended for the number of Trading Days
during such period in which (i) trading in the Common Stock is suspended by any
Trading Market within such 60-day period, or (ii) within 60 days of the
Effective Date of the Initial Registration Statement,, the Registration
Statement is not effective or the prospectus included in the Registration
Statement may not be used by the Purchasers for the resale of the Shares and
Warrant Shares. Notwithstanding the foregoing, in no event shall this Section
4.15 prohibit the Company from issuing shares of Common Stock or Common Stock
Equivalents (i) in connection with acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Company, provided
that any such issuance shall only be to a Person which is, itself or through its
Subsidiaries, an operating company in a business synergistic with the business
of the Company and in which the Company receives benefits in addition to the
investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities, (ii) upon the exercise of any
options or warrants outstanding on the date hereof, (iii) upon the exercise of
the Warrants or (iv) to employees, directors or consultants pursuant to any
stock option or equity incentive or employee stock purchase plan.

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1 Conditions Precedent to the Obligations of the Purchasers to Purchase
Securities. The obligation of each Purchaser to acquire Shares and Warrants
at the Closing is subject to the fulfillment to such Purchaser153s satisfaction,
on or prior to the Closing Date, of each of the following conditions, any of
which may be waived by such Purchaser (as to itself only):

(a) Representations and Warranties. The representations and warranties
of the Company contained herein shall be true and correct in all material
respects (except for those representations and warranties which are qualified as
to materiality, in which case such representations and warranties shall be true
and correct in all respects) as of the date when made and as of the Closing
Date, as though made on and as of such date, except for such representations and
warranties that speak as of a specific date.

(b) Performance. The Company shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by it at or prior to the Closing.

(c) No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, promulgated or
endorsed by any court or governmental authority of competent jurisdiction that
prohibits the consummation of any of the transactions contemplated by the
Transaction Documents.

(d) Consents. The Company shall have obtained in a timely fashion any
and all consents, permits, approvals, registrations and waivers necessary for
consummation of the purchase and sale of the Securities at the Closing
(including all Required Approvals), all of which shall be and remain so long as
necessary in full force and effect.

(e) Adverse Change. Since the date of execution of this Agreement, no
event or series of events shall have occurred that has had or would reasonably
be expected to have a Material Adverse Effect.

(f) No Suspensions of Trading in Common Stock. The Common Stock shall
not have been suspended, as of the Closing Date, by the Commission or the
Principal Trading Market from trading on the Principal Trading Market nor shall
suspension by the Commission or the Principal Trading Market have been
threatened, as of the Closing Date, either (A) in writing by the Commission or
the Principal Trading Market or (B) by falling below the minimum listing
maintenance requirements of the Principal Trading Market.

(g) Company Deliverables. The Company shall have delivered the Company
Deliverables in accordance with Section 2.2(a).

(h) Compliance Certificate. The Company shall have delivered to each
Purchaser a certificate, dated as of the Closing Date and signed by its Chief
Executive Officer or its Chief Financial Officer, certifying to the fulfillment
of the conditions specified in Sections 5.1(a) and (b) in the form attached
hereto as Exhibit G.

(i) Minimum Proceeds. The Company shall have received aggregate gross
proceeds of no less than $15.0 million.

(j) Termination. This Agreement shall not have been terminated as to
such Purchaser in accordance with Section 6.18 herein.

5.2 Conditions Precedent to the Obligations of the Company to sell
Securities. The Company’s obligation to sell and issue the Shares and
Warrants at the Closing to the Purchasers is subject to the fulfillment to the
satisfaction of the Company on or prior to the Closing Date of the following
conditions, any of which may be waived by the Company:

(a) Representations and Warranties. The representations and warranties
made by the Purchasers in Section 3.2 hereof shall be true and correct in all
material respects (except for those representations and warranties which are
qualified as to materiality, in which case such representations and warranties
shall be true and correct in all respects) as of the date when made, and as of
the Closing Date as though made on and as of such date, except for
representations and warranties that speak as of a specific date.

(b) Performance. Such Purchaser shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by such Purchaser at or prior to the Closing Date.

(e) Purchasers Deliverables. Such Purchaser shall have delivered its
Purchaser Deliverables in accordance with Section 2.2(b).

(f) Termination. This Agreement shall not have been terminated as to
such Purchaser in accordance with Section 6.18 herein.

Article VI
MISCELLANEOUS

6.1 Fees and Expenses. Except as otherwise expressly set forth in the
Company153s engagement letter with the Placement Agent, the Company and each
Purchaser, severally and not jointly with any other Purchaser, shall pay the
fees and expenses of their respective advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party in connection
with the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other
taxes and duties levied in connection with the sale and issuance of the
Securities to the Purchasers. Each Purchaser, severally and not jointly with any
other Purchaser, shall be responsible for all other tax liability that may arise
as a result of holding or transferring the Securities by it.

6.2 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements,
understandings, discussions and representations, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules. At or after the Closing, and without further
consideration, the Company and the Purchasers will execute and deliver to the
other such further documents as may be reasonably requested in order to give
practical effect to the intention of the parties under the Transaction
Documents.

6.3 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile (provided the sender
receives a machine-generated confirmation of successful transmission) at the
facsimile number specified in this Section 6.3 prior to 5:00 p.m., New York City
time, on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section 6.3 on a day that is not a Trading Day or later
than 5:00 p.m., New York City time, on any Trading Day, (c) the Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight
courier service with next day delivery specified, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as follows:

If to the Company: Transgenomic, Inc.

12325 Emmet Street

Omaha, NE 68164

Telephone No.: (402) 452-5400

Facsimile No.: (402) 452-5401

Attention: Chief Financial Officer

With a copy to (which shall not constitute notice):

Husch Blackwell LLP

1620 Dodge Street

Omaha, NE 68102

Telephone No.: (402) 964-5000

Facsimile No.: (402) 964-5050

Attention: David Gardels, Esq.

If to a Purchaser:

To the address set forth under such Purchaser153s name on the signature page
hereof;

or such other address as may be designated in writing hereafter, in the same
manner, by such Person.

6.4 Amendments; Waivers; No Additional Consideration. No provision of
this Agreement may be waived, modified, supplemented or amended except in a
written instrument signed, in the case of an amendment, by the Company and the
Purchasers holding or having the right to acquire 66 2/3% of the Shares and the
Warrant Shares on a fully-diluted basis at the time of such amendment (which
amendment shall be binding on all Purchasers or, in the case of a waiver, by the
party against whom enforcement of any such waiver is sought; provided, that any
amendment, waiver modification or supplement of this Agreement that modifies the
Subscription Amount of any Purchaser, the Purchase Price or Section 2.1(a) or
(c), Section 2.2, Section 3.1(aa). Section 4.6 or this Section 6.4 of this
Agreement or causes any such Purchaser to assume any additional liability or
material obligation, may be effected only pursuant to a written instrument
signed by the Company and such Purchaser. No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right. No consideration shall be offered or paid
to any Purchaser to amend or consent to a waiver or modification of any
provision of any Transaction Document unless the same consideration is also
offered to all Purchasers who then hold Securities.

6.5 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party. This Agreement
shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement or any of the Transaction
Documents.

6.6 Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of and be binding upon the parties and their successors and
permitted assigns. This Agreement, or any rights or obligations hereunder, may
not be assigned by the Company without the written consent of Purchasers holding
or having the right to acquire 66 2/3% of the Shares and the Warrant Shares on a
fully-diluted basis at the time of such consent except to a successor in the
event of a Fundamental Transaction.. Any Purchaser may assign its rights
hereunder in whole or in part to any Person to whom such Purchaser assigns or
transfers any Securities in compliance with the Transaction Documents and
applicable law, provided that such transferee shall agree in writing to be
bound, with respect to the transferred Securities, by the terms and conditions
of this Agreement that apply to the “Purchasers”.

6.7 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except (i) the Placement Agent is an intended third party
beneficiary of Article III hereof and (ii) each Purchaser Party is an
intended third party beneficiary of Section 4.10.

6.8 Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other
Transaction Documents (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the New York
Courts. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any Proceeding, any claim that it is not personally subject to the
jurisdiction of any such New York Court, or that such Proceeding has been
commenced in an improper or inconvenient forum. Each party hereto hereby
irrevocably waives personal service of process and consents to process being
served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6.9 Survival. Subject to applicable statute of limitations, the
representations, warranties agreements and covenants contained herein shall
survive the Closing and the delivery of the Securities.

6.10 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.

6.11 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

6.12 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely
perform its related obligations within the periods therein provided, then such
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights.

6.13 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company and the Transfer Agent of such loss, theft or destruction and the
execution by the holder thereof of a customary lost certificate affidavit of
that fact and an agreement to indemnify and hold harmless the Company and the
Transfer Agent for any losses in connection therewith or, if required by the
Transfer Agent, a bond in such form and amount as is required by the Transfer
Agent. The applicants for a new certificate or instrument under such
circumstances shall also pay any reasonable third-party costs associated with
the issuance of such replacement Securities. If a replacement certificate or
instrument evidencing any Securities is requested due to a mutilation thereof,
the Company may require delivery of such mutilated certificate or instrument as
a condition precedent to any issuance of a replacement.

6.14 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agree to waive in any
action for specific performance of any such obligation (other than in connection
with any action for a temporary restraining order) the defense that a remedy at
law would be adequate.

6.15 Payment Set Aside. To the extent that the Company makes a payment
or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

6.16 Adjustments in Share Numbers and Prices. In the event of any
stock split, subdivision, dividend or distribution payable in shares of Common
Stock (or other securities or rights convertible into, or entitling the holder
thereof to receive directly or indirectly shares of Common Stock), combination
or other similar recapitalization or event occurring after the date hereof and
prior to the Closing, each reference in any Transaction Document to a number of
shares or a price per share shall be deemed to be amended to appropriately
account for such event.

6.17 Independent Nature of Purchasers’ Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. The decision of each Purchaser to
purchase Securities pursuant to the Transaction Documents has been made by such
Purchaser independently of any other Purchaser and independently of any
information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company or any Subsidiary which may
have been made or given by any other Purchaser or by any agent or employee of
any other Purchaser, and no Purchaser and any of its agents or employees shall
have any liability to any other Purchaser (or any other Person) relating to or
arising from any such information, materials, statement or opinions. Nothing
contained herein or in any Transaction Document, and no action taken by any
Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by the
Transaction Documents. Each Purchaser acknowledges that no other Purchaser has
acted as agent for such Purchaser in connection with making its investment
hereunder and that no Purchaser will be acting as agent of such Purchaser in
connection with monitoring its investment in the Securities or enforcing its
rights under the Transaction Documents. Each Purchaser shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose. Each Purchaser has been
represented by its own separate legal counsel in its review and negotiation of
the Transaction Documents. For reasons of administrative convenience only,
Purchasers and their respective counsels have chosen to communicate with the
Company through Goodwin Procter LLP, counsel to the Placement Agent. Each
Purchaser acknowledges that Goodwin Procter LLP has rendered legal advice to the
Placement Agent and not to such Purchaser in connection with the transactions
contemplated hereby, and that each such Purchaser has relied for such matters on
the advice of its own respective counsel. The Company has elected to provide all
Purchasers with the same terms and Transaction Documents for the convenience of
the Company and not because it was required or requested to do so by any
Purchaser.

6.18 Termination. This Agreement may be terminated and the sale and
purchase of the Shares and the Warrants abandoned at any time prior to the
Closing by either the Company or any Purchaser (with respect to itself only)
upon written notice to the other, if the Closing has not been consummated on or
prior to 5:00 p.m., New York City time, on the Outside Date; provided,
however, that the right to terminate this Agreement under this Section 6.18
shall not be available to any Person whose failure to comply with its
obligations under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such time. Nothing in this Section
6.18 shall be deemed to release any party from any liability for any breach by
such party of the terms and provisions of this Agreement or the other
Transaction Documents or to impair the right of any party to compel specific
performance by any other party of its obligations under this Agreement or the
other Transaction Documents. In the event of a termination pursuant to this
Section 6.18, the Company shall promptly notify all non-terminating Purchasers.
Upon a termination in accordance with this Section 6.18, the Company and the
terminating Purchaser(s) shall not have any further obligation or liability
(including arising from such termination) to the other, and no Purchaser will
have any liability to any other Purchaser under the Transaction Documents as a
result therefrom. The Company and any Purchaser(s) may extend the term of this
Agreement in accordance with the amendment provisions of Section 6.4 herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

	TRANSGENOMIC, INC.

	By:	/s/ Craig J. Tuttle
		Name: Craig J. Tuttle
		Title: President / Chief Executive Officer

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGES for purchasers FOLLOW]

	NAME OF PURCHASER: ________________________

	By: ____________________________
	Name:
	Title:

	Aggregate Purchase Price (Subscription Amount): $______________________

	Number of Shares to be Acquired: ______________________

	Underlying Shares Subject to Warrant: ________________
	(50% of the number of Shares to be acquired)

	Tax ID No.: ____________________

	Address for Notice/Residency of Purchaser:




	Telephone No.: _______________________

	Facsimile No.: ________________________

	E-mail Address: ________________________

	Attention: _______________________

Delivery Instructions:

(if different than above)

c/o _______________________________

Street: ____________________________

City/State/Zip: ______________________

Attention: __________________________

Telephone No.: ____________________________

EXHIBITS:

A:	Form of Warrant
B:	Form of Registration Rights Agreement
C-1:	Accredited Investor Questionnaire
C-2:	Stock Certificate Questionnaire
D:	Form of Opinion of Company Counsel
E:	Form of Irrevocable Transfer Agent Instructions
F:	Form of Secretary153s Certificate
G:	Form of Officer153s Certificate

Exhibit A

Form of Warrant

(Filed as Exhibit 10.3)

Exhibit B

Form of Registration Rights Agreement

(Filed as Exhibit 10.4)

Instruction Sheet

(to be read in conjunction with the entire Securities Purchase
Agreement
and Registration Rights Agreement)

Complete the following items in the Securities Purchase Agreement and/or
Registration Rights Agreement:

Provide the information regarding the Purchaser requested on the signature
page. The Securities Purchase Agreement and the Registration Rights Agreement
must be executed by an individual authorized to bind the Purchaser.

Exhibit C-1 : Accredited Investor Questionnaire:

Provide the information requested by the Accredited Investor Questionnaire

Exhibit C-2 Stock Certificate Questionnaire:

Provide the information requested by the Stock Certificate Questionnaire

Annex B to the Registration Rights Agreement : Selling Securityholder
Notice and Questionnaire

Provide the information requested by the Selling Securityholder Notice and
Questionnaire

Return the signed Securities Purchase Agreement and Registration Rights
Agreement to:

Mary Ann Borgerding

Craig-Hallum Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, MN 55402

Tel: (612) 334-6346

Fax: (612) 334-6399

Email: mborgerding@craig-hallum.com

Instructions regarding the transfer of funds for the purchase of Securities
is set forth below.

	Name of Bank:	Private Bank Minnesota
	City/State of Bank:	Minneapolis, MN
	ABA Number:	091005836
	Name of Account:	TBIO Escrow Account
	Account Number:	3040938

EXHIBIT C-1

ACCREDITED INVESTOR QUESTIONNAIRE

(ALL INFORMATION WILL BE TREATED
CONFIDENTIALLY)

To: Transgenomic, Inc.

This Investor Questionnaire (“Questionnaire“) must be completed by
each potential investor in connection with the offer and sale of the shares of
the common stock, par value $0.01 per share, certain warrants and shares of
common stock that may be issued upon exercise of such warrants (collectively,
the “Securities“), of Transgenomic, Inc., a Delaware corporation (the
“Corporation“). The Securities are being offered and sold by the
Corporation without registration under the Securities Act of 1933, as amended
(the “Act“), and the securities laws of certain states, in reliance on
the exemptions contained in Section 4(2) of the Act and on Regulation D
promulgated thereunder and in reliance on similar exemptions under applicable
state laws. The Corporation must determine that a potential investor meets
certain suitability requirements before offering or selling Securities to such
investor. The purpose of this Questionnaire is to assure the Corporation that
each investor will meet the applicable suitability requirements. The information
supplied by you will be used in determining whether you meet such criteria, and
reliance upon the private offering exemptions from registration is based in part
on the information herein supplied.

This Questionnaire does not constitute an offer to sell or a solicitation of
an offer to buy any security. Your answers will be kept strictly confidential.
However, by signing this Questionnaire, you will be authorizing the Corporation
to provide a completed copy of this Questionnaire to such parties as the
Corporation deems appropriate in order to ensure that the offer and sale of the
Securities will not result in a violation of the Act or the securities laws of
any state and that you otherwise satisfy the suitability standards applicable to
purchasers of the Securities. All potential investors must answer all applicable
questions and complete, date and sign this Questionnaire. Please print or type
your responses and attach additional sheets of paper if necessary to complete
your answers to any item.

PART A. BACKGROUND INFORMATION

Name of Beneficial Owner of the Securities:
_______________________________________________________________

Business Address:
___________________________________________________________________________________

(Number and Street)

__________________________________________________________________________________________________

(City)

(State)

(Zip Code)

Telephone Number:
(___)_____________________________________________________________________________

If a corporation, partnership, limited liability company, trust or other
entity:

Type of entity:
_____________________________________________________________________________________

State of formation:______________________ Approximate Date of formation:
__________________________________

Were you formed for the purpose of investing in the securities being offered?

Yes ____ No ____

If an individual:

Residence Address:
__________________________________________________________________________________

(Number and Street)

__________________________________________________________________________________________________

(City)

(State)

(Zip Code)

Telephone Number:
(___)______________________________________________________________________________

Age: __________ Citizenship: ____________ Where registered to vote:
_______________

Set forth in the space provided below the state(s), if any, in the United
States in which you maintained your residence during the past two years and the
dates during which you resided in each state:

Are you a director or executive officer of the Corporation?

Yes ____ No ____

Social Security or Taxpayer Identification No.
______________________________________________________________

PART B. ACCREDITED INVESTOR QUESTIONNAIRE

In order for the Company to offer and sell the Securities in conformance with
state and federal securities laws, the following information must be obtained
regarding your investor status. Please initial each category applicable
to you as a Purchaser of Securities of the Company.

__ (1) A bank as defined in Section 3(a)(2) of the Securities Act, or any
savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
capacity;

__ (2) A broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934;

__ (3)

An insurance company as defined in Section 2(13) of the Securities Act;

__ (4)

An investment company registered under the Investment Company Act of 1940 or
a business development company as defined in Section 2(a)(48) of such act;

__ (5)

A Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958;

__ (6)

A plan established and maintained by a state, its political subdivisions, or
any agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees, if such plan has total assets in excess of $5,000,000;

__ (7)

An employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors;

__ (8)

A private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940;

__ (9)

An organization described in Section 501(c)(3) of the Internal Revenue Code,
a corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the Securities, with total assets
in excess of $5,000,000;

__ (10) A trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Securities, whose purchase is directed by
a sophisticated person who has such knowledge and experience in financial and
business matters that such person is capable of evaluating the merits and risks
of investing in the Company;

___(11) A natural person whose individual net worth, or joint net worth with
that person153s spouse, at the time of his purchase exceeds $1,000,000 (excluding
the value of such persons153 primary residence);

___(12) A natural person who had an individual income in excess of $200,000
in each of the two most recent years, or joint income with that person153s spouse
in excess of $300,000, in each of those years, and has a reasonable expectation
of reaching the same income level in the current year;

___(13) An executive officer or director of the Company;

___(14) An entity in which all of the equity owners qualify under any of the
above subparagraphs. If the undersigned belongs to this investor category only,
list the equity owners of the undersigned, and the investor category which each
such equity owner satisfies.

A. FOR EXECUTION BY AN INDIVIDUAL:

			By
	Date
			Print Name:

B. FOR EXECUTION BY AN ENTITY:

Entity Name:

			By
	Date
			Print Name:
			Title:

ADDITIONAL SIGNATURES (if required by partnership, corporation or
trust document):

Entity Name:

			By
	Date
			Print Name:
			Title:

Entity Name:

			By
	Date
			Print Name:
			Title:

Exhibit C-2

Stock Certificate Questionnaire

Pursuant to Section 2.2(b) of the Agreement, please provide us
with the following information:

1.	The exact name that the Securities are to be registered in (this is the name that will appear on the stock certificate(s)). You may use a nominee name if appropriate:

2.	The relationship between the Purchaser of the Securities and the Registered Holder listed in response to Item 1 above:

3.	The mailing address, telephone and telecopy number of the Registered Holder listed in response to Item 1 above:





4.	The Tax Identification Number (or, if an individual, the Social Security Number) of the Registered Holder listed in response to Item 1 above:

Exhibit D

Form of Opinion of Company Counsel

The Company is a corporation existing and in good standing under the laws of
the State of Delaware, with the corporate power and authority to (i) execute,
deliver and perform the Purchase Agreement, the Registration Rights Agreement
and the Warrants (collectively, the “Transaction
Documents“) and (ii) conduct its business and own or lease its
properties as described in the Company153s Annual Report on Form 10-K for the
fiscal year ended December 31, 2010. The Company is qualified to do business as
a foreign corporation in (i) the State of California and (ii) the State of
Nebraska.

Each of the Transaction Documents has been authorized by all necessary
corporate action of, and executed and delivered by, the Company, and constitutes
a valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms.

The execution, delivery and performance of the Transaction Documents by the
Company, the compliance with the terms and provisions thereof by the Company and
the issuance and sale of the Securities by the Company will not violate any law
or regulation known to us to be generally applicable to transactions of this
type (other than federal and state securities or “blue sky” laws, as to which no
opinion is expressed in this paragraph) or violate or result in a default under
any of the terms and provisions of Restated Certificate of Incorporation, as
amended (the “Certificate of Incorporation“), or
Amended Bylaws of the Company (the “Bylaws“) or any
agreement to which the Company is a party or bound (this opinion being limited
(i) to those agreements identified on Exhibit B attached hereto and (ii)
in that we express no opinion with respect to any violation or default (a)
arising under or based upon any cross-default provision insofar as it relates to
a violation or default under an agreement not identified on Exhibit B
attached hereto or (b) arising as a result of any violation or default under any
agreement or covenant by failure to comply with any financial or numerical
requirement requiring computation).

The Company has an authorized equity capitalization of [________] shares of
Common Stock and [______] shares of preferred stock.

The Shares have been authorized by all necessary corporate action of the
Company and, when issued and delivered to the Purchasers pursuant to the
Purchase Agreement against payment of the consideration therefor as provided
therein, will be validly issued, fully paid and nonassessable.

The Warrant Shares initially issuable upon exercise of the Warrants have been
authorized by all necessary corporate action of the Company and, when and if
issued upon exercise of the Warrants in accordance with the terms thereof
against payment of the consideration therefor as provided therein, will be
validly issued, fully paid and nonassessable.

The holders of shares of Common Stock are not entitled to any (i) pre-emptive
rights pursuant to the General Corporation Law of the State of Delaware (the
“DGCL“) or the Certificate of Incorporation or Bylaws
or (ii) contractual pre-emptive rights under those agreements identified on
Exhibit B attached hereto.

No consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court is required in connection with the
execution, delivery or performance of the Transaction Documents by the Company,
or in connection with the issuance or sale of the Securities by the Company to
the Purchasers, except (i) for the filing of Form D with the Securities and
Exchange Commission, (ii) periodic and other reporting requirements under the
Securities Exchange Act of 1934 and the rules and regulations thereunder and
(iii) as may be required under state securities or “blue sky” laws.

It is not necessary in connection with the offer and sale of the Securities
to the Purchasers under the Purchase Agreement to register the Securities under
the Securities Act of 1933 assuming the accuracy of the representations and
warranties of the Purchasers in the Purchase Agreement.

10.

To our actual knowledge, there is no litigation nor any governmental
proceeding involving the Company, pending or threatened, that challenges the
validity or enforceability of the Purchase Agreement or the Registration Rights
Agreement, or seeks to enjoin the performance of the Purchase Agreement or the
Registration Rights Agreement by the Company.

11.

The Company is not required to register as an “investment company,” as such
term is defined in the Investment Company Act of 1940.

EXHIBIT E

Irrevocable Transfer Agent Instructions

As of February [___], 2012

Wells Fargo Bank Minnesota, N.A. – Shareowner Services

P.O. Box 64854

St. Paul, MN 55164-0854

Attn: _________________

Ladies and Gentlemen:

Reference is made to that certain Securities Purchase Agreement, dated as of
February 2, 2012 (the “Agreement”), by and among Transgenomic, Inc., a Delaware
corporation (the “Company”), and the purchasers named on the signature pages
thereto (collectively, and including permitted transferees, the “Holders”),
pursuant to which the Company is issuing to the Holders shares (the “Shares”) of
Common Stock of the Company, par value $0.01 per share (the “Common Stock”), and
warrants (the “Warrants”), which are exercisable into shares of Common Stock
(the “Warrant Shares”).

This letter shall serve as our irrevocable authorization and direction to you
(provided that you are the transfer agent of the Company at such time and the
conditions set forth in this letter are satisfied), subject to any stop transfer
instructions that we may issue to you from time to time, if any, to issue
certificates representing shares of Common Stock upon transfer or resale of the
Shares or Warrant Shares.

You acknowledge and agree that so long as you have received written
confirmation from the Company153s legal counsel that a registration statement
covering resales of the Shares and the Warrant Shares has been declared
effective by the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), and a copy of such
registration statement, then, unless otherwise required by law, you shall use
your commercially reasonable efforts to issue the certificates representing the
Shares or Warrant Shares registered in the names of such Holders or transferees,
as the case may be, within three business days of your receipt of a notice of
transfer of Shares or Warrant Shares, and such certificates shall not bear any
legend restricting transfer of the Shares or Warrant Shares thereby and should
not be subject to any stop-transfer restriction.

A form of written confirmation from the Company153s outside legal counsel that
a registration statement covering resales of the Shares and the Warrant Shares
has been declared effective by the Commission under the Securities Act (which
confirmation shall be delivered to you upon effectiveness of the registration
statement) is attached hereto as Annex I.

Please be advised that the Holders are relying upon this letter as an
inducement to enter into the Agreement and, accordingly, each Holder is a third
party beneficiary to these instructions.

Please execute this letter in the space indicated to acknowledge your
agreement to act in accordance with these instructions.

[Signature page follows]

Very truly yours,

TRANSGENOMIC, INC.

By:
Name:
Title:

Acknowledged and Agreed:

Wells Fargo Bank Minnesota, N.A. – Shareowner Services

By:
Name:
Title:

Date: _________________, 2012

Annex I

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION
STATEMENT

Wells Fargo Bank Minnesota, N.A. – Shareowner Services

P.O. Box 64854

St. Paul, MN 55164-0854

Attn: _________________

Re: Transgenomic, Inc.

Ladies and Gentlemen:

Transgenomic, Inc., a Delaware corporation (the “Company“), has
entered into a Securities Purchase Agreement, dated as of February 2, 2012, with
the buyers named therein (collectively, the “Purchasers“) pursuant to
which the Company issued to the Purchasers shares of the Company153s common stock,
$0.01 par value per share (the “Common Stock“), and warrants
exercisable for shares of Common Stock (the “Warrants“). Pursuant to
that certain Registration Rights Agreement of even date, the Company agreed to
register the resale of the Common Stock, including the shares of Common Stock
issuable upon exercise of the Warrants (collectively, the “Registrable
Securities“), under the Securities Act of 1933, as amended (the
“Securities Act“). In connection with the Company153s obligations under
the Registration Rights Agreement, on , ____, the Company filed a Registration
Statement on Form S-1 (File No. 333- ) (the “Registration
Statement“) with the Securities and Exchange Commission (the
“Commission“) relating to the Registrable Securities which names each
of the Purchasers as a selling stockholder thereunder and set forth as
Exhibit A hereto.

In connection with the foregoing, we advise you that a member of the
Commission153s staff has advised us by telephone that the Commission has entered
an order declaring the Registration Statement effective under the Securities Act
at ____ [a.m.][p.m.] on __________, ____, and we have no knowledge, after
telephonic inquiry of a member of the staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are
pending before, or threatened by, the Commission and the Registrable Securities
are available for resale under the Securities Act pursuant to the Registration
Statement. Based upon the foregoing, we are of the opinion that as of the date
of this opinion, the Registrable Securities have been duly authorized and, when
issued by you, will be validly issued, fully paid and non-assessable, and are
registered for resale under the Securities Act under the effective Registration
Statement and may be issued without a restrictive legend.

This letter shall serve as our standing notice to you that the Common Stock
may be freely transferred by the Purchasers pursuant to the Registration
Statement. You need not require further letters from us to effect any future
legend-free issuance or reissuance of shares of Common Stock to the Purchasers
or the transferees of the Purchasers, as the case may be, as contemplated by the
Company153s Irrevocable Transfer Agent Instructions dated __________, 2012,
provided at the time of such reissuance, the Company has not otherwise notified
you that the Registration Statement is unavailable for the resale of the
Registrable Securities. This letter shall serve as our standing instructions
with regard to this matter.

[Signature page follows]

	Very truly yours,

	By:
		Name:
		Title:

EXHIBIT F

Form of Secretary153s Certificate

The undersigned hereby certifies that he is the duly elected, qualified and
acting Secretary of Transgenomic, Inc., a Delaware corporation (the
“Company“), and that as such he is authorized to execute and deliver
this certificate in the name and on behalf of the Company and in connection with
the Securities Purchase Agreement, dated as of February 2, 2012, by and among
the Company and the investors party thereto (the “Securities Purchase
Agreement”), and further certifies in his official capacity, in the name
and on behalf of the Company, the items set forth below. Capitalized terms used
but not otherwise defined herein shall have the meaning set forth in the
Securities Purchase Agreement.

(a) Attached hereto as Exhibit A is a true, correct and complete copy of the
resolutions duly adopted by the Board of Directors of the Company (the “Board”)
at a meeting of the Board held on [_____, ____] approving the transactions
contemplated by the Securities Purchase Agreement and the other Transaction
Documents and the issuance of the Securities. Such resolutions have not in any
way been amended, modified, revoked or rescinded, have been in full force and
effect since their adoption to and including the date hereof and are now in full
force and effect.

(b) Attached hereto as Exhibit B is a true, correct and complete copy of the
Certificate of Incorporation of the Company, together with any and all
amendments thereto currently in effect, and no action has been taken to further
amend, modify or repeal such Certificate of Incorporation, the same being in
full force and effect in the attached form as of the date hereof.

(c) Attached hereto as Exhibit C is a true, correct and complete copy of the
Bylaws of the Company and any and all amendments thereto currently in effect,
and no action has been taken to further amend, modify or repeal such Bylaws, the
same being in full force and effect in the attached form as of the date hereof.

(d) Each person listed below has been duly elected or appointed to the
position(s) indicated opposite his name and is duly authorized to sign the
Securities Purchase Agreement and each of the Transaction Documents on behalf of
the Company, and the signature appearing opposite such person153s name below is
such person153s genuine signature.

Name	Position	Signature

[________]	Chief Executive Officer

[________]	Chief Financial Officer

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this ____
day of ______________, 2012.


	[Name]
	Secretary

I, [Name], Chief Financial Officer, hereby certify that [Name] is the duly
elected, qualified and acting Secretary of the Company and that the signature
set forth above is his true signature.


	[Name]
	Chief Financial Officer

EXHIBIT A

Resolutions

EXHIBIT B

Certificate of Incorporation

EXHIBIT C

Bylaws

EXHIBIT G

Form of Officer153s Certificate

The undersigned, the Chief Executive Officer of Transgenomic, Inc., a
Delaware corporation (the “Company“), pursuant to Section 5.1(h) of the
Securities Purchase Agreement, dated as of February 2, 2012, by and among the
Company and the investors signatory thereto (the “Securities Purchase
Agreement“), hereby represents, warrants and certifies as follows
(capitalized terms used but not otherwise defined herein shall have the meaning
set forth in the Securities Purchase Agreement):

The representations and warranties of the Company contained in the Securities
Purchase Agreement are true and correct in all material respects (except for
those representations and warranties which are qualified as to materiality, in
which case, such representations and warranties shall be true and correct in all
respects) as of the date when made and as of the date hereof, as though made on
and as of such date, except for such representations and warranties that speak
as of a specific date.

The Company has performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by it at or prior to the
date hereof.

IN WITNESS WHEREOF, the undersigned has executed this
certificate this ___ day of ___________, 2012


	[Name]
	Chief Executive Officer

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