{"id":40942,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/convertible-promissory-note-purchase-agreement-transgenomic.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"convertible-promissory-note-purchase-agreement-transgenomic","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/convertible-promissory-note-purchase-agreement-transgenomic.html","title":{"rendered":"Convertible Promissory Note Purchase Agreement – Transgenomic Inc."},"content":{"rendered":"

CONVERTIBLE PROMISSORY NOTE PURCHASE
\nAGREEMENT<\/u><\/strong><\/p>\n

\n

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this
\n“Agreement<\/u>“) is made as of this 30th day of December, 2011, by and among
\nTransgenomic, Inc., a Delaware corporation (the “Company<\/u>“), and the
\nPersons listed on Schedule A<\/u><\/strong> attached to this Agreement
\n(each individually a “Purchaser<\/u>” and collectively, the
\n“Purchasers<\/u>“)).<\/p>\n<\/p>\n

WHEREAS, upon the terms and conditions set forth in this Agreement, the
\nCompany proposes to issue and sell to the Purchasers, and the Purchasers propose
\nto purchase, convertible promissory notes, the form of which is attached to this
\nAgreement as Exhibit A<\/u><\/em><\/strong> (each a “Note<\/u>”
\nand collectively, the “Notes<\/u>“), in the aggregate principal amount of
\n$3,000,000.<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
\ncovenants and conditions set forth herein, and for good and valuable
\nconsideration the receipt and adequacy of which is hereby acknowledged, the
\nparties hereto agree as follows:<\/p>\n<\/p>\n

ARTICLE I<\/strong><\/p>\n

\n

DEFINITIONS<\/strong><\/p>\n

\n<\/p>\n\n\n\n
<\/td>\n\n

1.1<\/p>\n<\/td>\n

\n

Definitions<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In addition to the terms defined elsewhere herein, when used herein, the
\nfollowing terms shall have the meanings indicated hereunder:<\/p>\n<\/p>\n

“Act<\/u>” means the Securities Act of 1933, as amended, and the rules and
\nregulations of the SEC thereunder.<\/p>\n<\/p>\n

“Affiliate<\/u>” means, with respect to any Person, any other Person who
\ncontrols, is controlled by or is under common control with such Person.<\/p>\n<\/p>\n

“Agreement<\/u>” means this Convertible Promissory Note Purchase Agreement
\nas the same may be amended, supplemented or modified in accordance with the
\nterms hereof.<\/p>\n<\/p>\n

“Board of Directors<\/u>” means the Board of Directors of the Company.<\/p>\n<\/p>\n

“Business Day<\/u>” means any day other than a Saturday, Sunday or other
\nday on which commercial banks in the State of Delaware are authorized or
\nrequired by law or executive order to close.<\/p>\n<\/p>\n

“Bylaws<\/u>” means the Company153s Bylaws, as the same may have been amended
\nand as in effect as of the Closing Date.<\/p>\n<\/p>\n

“Capital Stock<\/u>” means all of the Company153s issued and outstanding
\nequity securities.<\/p>\n<\/p>\n

“Certificate of Incorporation<\/u>” means the Third Amended and Restated
\nCertificate of Incorporation of the Company, as the same may have been amended
\nand as in effect as of the Closing Date.<\/p>\n<\/p>\n

“Claims<\/u>” has the meaning set forth in Section 3.5 of this Agreement.\n<\/p>\n<\/p>\n

“Closing<\/u>” has the meaning set forth in Section 2.2(a) of this
\nAgreement.<\/p>\n<\/p>\n

“Closing Date<\/u>” has the meaning set forth in Section 2.2(a) of this
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

\n

“Code<\/u>” means the Internal Revenue Code of 1986, as amended, or any
\nsuccessor statute thereto.<\/p>\n<\/p>\n

“Common<\/u>” or “Common Stock<\/u>” means Common Stock, $0.01 par value
\nper share, of the Company, or any other Capital Stock into which such stock is
\nreclassified or reconstituted.<\/p>\n<\/p>\n

“Company<\/u>” has the meaning assigned to such term in the recitals to
\nthis Agreement.<\/p>\n<\/p>\n

“Compensation Plans<\/u>” means, without limitation, plans, arrangements or
\npractices that provide for severance pay, deferred compensation, incentive,
\nbonus or performance awards and stock ownership or stock options.<\/p>\n<\/p>\n

“Contractual Obligation(s)<\/u>” means as to any Person, any agreement,
\nundertaking, contract, indenture, mortgage, deed of trust or other instrument to
\nwhich such Person is a party or by which it or any of its property is bound.<\/p>\n<\/p>\n

“Conversion Securities<\/u>” means equity securities of the Company
\nissuable upon conversion of the Notes in accordance with its terms, those being
\nequity securities of the same class(es) and series as the equity securities of
\nthe Company sold in the Qualified Financing which, for the avoidance of doubt,
\nshall include any warrant(s) or other securities convertible into or exercisable
\nfor capital stock of the Company issued in the Qualified Financing.<\/p>\n<\/p>\n

“Copyright(s)<\/u>” means any foreign or United States copyright
\nregistrations and applications for registration thereof, and any non-registered
\ncopyrights.<\/p>\n<\/p>\n

“Environmental Laws<\/u>” means federal, state, local and foreign laws,
\nprinciples of common law, civil law, regulations and codes, as well as orders,
\ndecrees, judgments or injunctions issued, promulgated, approved or entered
\nthereunder relating to pollution, protection of the environment or public health
\nand safety.<\/p>\n<\/p>\n

“ERISA<\/u>” means the Employee Retirement Income Security Act of 1974, as
\namended.<\/p>\n<\/p>\n

“Exchange Act<\/u>” means the Securities Exchange Act of 1934, as amended,
\nor any similar successor federal statute and the rules and regulations
\nthereunder, as the same shall be in effect from time to time.<\/p>\n<\/p>\n

“Financial Statements<\/u>” has the meaning set forth in Section 3.11 of
\nthis Agreement.<\/p>\n<\/p>\n

“GAAP<\/u>” means U.S. generally accepted accounting principles in effect
\nfrom time to time.<\/p>\n<\/p>\n

“Governmental Authority(ies)<\/u>” when used in the singular, means any
\nfederal, state or local governmental or quasi-governmental instrumentality,
\nagency, board, commission or department or any regulatory agency, bureau,
\ncommission or authority and, when used in the plural, means all such entities.\n<\/p>\n<\/p>\n<\/p>\n

– 2 –<\/p>\n

\n

\n<\/p>\n

“Indebtedness<\/u>” means, as to any Person, (a) all obligations of such
\nperson for borrowed money (including, without limitation, reimbursement and all
\nother obligations with respect to surety bonds, letters of credit and bankers153
\nacceptances, whether or not matured), (b) all obligations of such person
\nevidenced by notes, bonds, debentures or similar instruments, (c) all
\nobligations of such person to pay the deferred purchase price of property or
\nservices, except trade accounts payable and accrued commercial or trade
\nliabilities arising in the ordinary course of business, (d) all interest rate
\nand currency swaps, caps, collars and similar agreements or hedging devices
\nunder which payments are obligated to be made by such Person, whether
\nperiodically or upon the happening of a contingency, (e) all indebtedness
\ncreated or arising under any conditional sale or other title retention agreement
\nwith respect to property acquired by such Person (even though the rights and
\nremedies of the seller or lender under such agreement in the event of default
\nare limited to repossession or sale of such property), (f) all obligations of
\nsuch Person under leases which have been or should be, in accordance with GAAP,
\nrecorded as capital leases and (g) all indebtedness secured by any Lien (other
\nthan Liens in favor of lessors under leases other than leases included in clause
\n(f)) on any property or asset owned or held by that Person regardless of whether
\nthe indebtedness secured thereby shall have been assumed by that Person or is
\nnon-recourse to the credit of that Person.<\/p>\n<\/p>\n

“Intellectual Property Rights<\/u>” means Copyrights, Patents, Trade
\nSecrets, Trademarks, Internet Assets, Mask Works, software (excluding “off the
\nshelf” software) and other proprietary rights in intellectual property existing
\nunder Requirements of Law.<\/p>\n<\/p>\n

“Internet Assets<\/u>” mean any internet domain names and other computer
\nuser identifiers and any rights in and to sites on the worldwide web, including
\nrights in and to any text, graphics, audio and video files and html or other
\ncode incorporated in such sites.<\/p>\n<\/p>\n

“Lien<\/u>” means any mortgage, deed of trust, pledge, hypothecation,
\nassignment, encumbrance, lien (statutory or other) or preference, priority,
\nright or other security interest or preferential arrangement of any kind or
\nnature whatsoever (excluding preferred stock and equity related preferences),
\nincluding, without limitation, those created by, arising under or evidencing
\nsubstantially the same economic effect as any of the foregoing.<\/p>\n<\/p>\n

“Losses<\/u>” means all losses, Claims, or written threats thereof,
\ndamages, expenses (including reasonable fees, disbursements and other charges of
\ncounsel incurred) or other liabilities.<\/p>\n<\/p>\n

“Mask Works<\/u>” means any mask works and registrations and applications
\nfor registrations thereof.<\/p>\n<\/p>\n

“Material Adverse Effect<\/u>” means, subject to any applicable cure or
\ngrace periods, a material adverse effect upon any of (a) the financial
\ncondition, operations, business or properties of the Company, except to the
\nextent resulting from (i) changes in general local, domestic, foreign, or
\ninternational economic conditions (except to the extent such change has a
\nmaterially disproportionate effect on the Company as compared to other similarly
\nsituated Persons in the industry in which the Company operates), (ii) changes
\naffecting generally the industry or industries in which the Company operates
\n(except to the extent such change has a materially disproportionate effect on
\nthe Company as compared to other similarly situated Persons in the industry in
\nwhich the Company operates), (iii) acts of war, sabotage or terrorism, military
\nactions or the escalation thereof, (iv) any changes in applicable laws or
\naccounting rules or principles, including, without limitation, changes in GAAP,
\n(v) any action required by this Agreement or (vi) the announcement of this
\nAgreement or the transactions contemplated hereby, (b) the ability of the
\nCompany to perform its material obligations under this Agreement or any of the
\nTransaction Documents or (c) the legality, validity or enforceability of this
\nAgreement or any of the Transaction Documents.<\/p>\n<\/p>\n

“Material Company IP<\/u>” has the meaning set forth in Section 3.21(b).\n<\/p>\n<\/p>\n

“Notes<\/u>” has the meaning assigned to such term in the recitals to this
\nAgreement<\/p>\n<\/p>\n<\/p>\n

– 3 –<\/p>\n

\n

\n

“Obligations<\/u>” means, collectively, all of the Company153s Indebtedness,
\nliabilities and Contractual Obligations.<\/p>\n<\/p>\n

“Orders<\/u>” has the meaning set forth in Section 3.2 of this Agreement.\n<\/p>\n<\/p>\n

“Qualified Financing<\/u>” means the Company153s first sale or issuance of
\nits equity securities after the date hereof in one transaction or a series of
\nrelated transactions (which, for the avoidance of doubt, may include warrant(s)
\nor other securities convertible into or exercisable for capital stock of the
\nCompany) for an aggregate purchase price paid in cash (not including the
\naggregate dollar amount of unpaid principal and accrued interest under the Notes
\nconverted pursuant to Section 2 thereof) of at least $3,000,000.<\/p>\n<\/p>\n

“Patent(s)<\/u>” means any foreign or United States patents and patent
\napplications, including any divisionals, continuations, continuations-in-part,
\nsubstitutions or reissues thereof, whether or not patents are issued on such
\napplications and whether or not such applications are modified, withdrawn or
\nresubmitted.<\/p>\n<\/p>\n

“Person<\/u>” means any individual or group of individuals, firm,
\ncorporation, partnership, trust, incorporated or unincorporated association,
\njoint venture, joint stock company, limited liability company, Governmental
\nAuthority or other entity of any kind, and shall include any successor (by
\nmerger or otherwise) of such entity.<\/p>\n<\/p>\n

“Permits<\/u>” has the meaning set forth in Section 3.6(b) of this
\nAgreement.<\/p>\n<\/p>\n

“Purchasers<\/u>” has the meaning assigned to such term in the recitals to
\nthis Agreement.<\/p>\n<\/p>\n

“Requirements of Law<\/u>” means, as to any Person, any law, statute,
\ntreaty, rule, regulation, license or franchise or determination of an arbitrator
\nor a court or other Governmental Authority, in each case applicable or binding
\nupon such Person or any of its property or to which such Person or any of its
\nproperty is subject or pertaining to any or all of the transactions contemplated
\nor referred to herein.<\/p>\n<\/p>\n

“SEC<\/u>” means the Securities and Exchange Commission or any similar
\nagency then having jurisdiction to enforce the Act.<\/p>\n<\/p>\n

“SEC Documents<\/u>” has the meaning set forth in Section 3.11 of this
\nAgreement.<\/p>\n<\/p>\n

“Securities Filings<\/u>” means any filing required to be filed with the
\nSEC under the Act and with any state in respect of the Company153s issuance of the
\nNotes.<\/p>\n<\/p>\n

“Taxes<\/u>” has the meaning set forth in Section 3.12 of this Agreement.\n<\/p>\n<\/p>\n

“Trade Secrets<\/u>” means any scientific or technical information, design,
\nprocess, procedure, formula or improvement that derives independent economic
\nvalue from not being generally known, and not being readily ascertainable
\nthrough proper means, to the Company153s competitors or other persons who can
\nobtain economic value from its use. To the fullest extent consistent with the
\nforegoing, and otherwise lawful, Trade Secrets shall include, without
\nlimitation, information and documentation pertaining to the design,
\nspecifications, testing, validation, implementation and customizing techniques
\nand procedures concerning the Company153s present and future products and
\nservices.<\/p>\n<\/p>\n<\/p>\n

– 4 –<\/p>\n

\n

\n

“Trademarks<\/u>” means any foreign or United States trademarks, service
\nmarks, trade dress, trade names, brand names, designs and logos, corporate
\nnames, product or service identifiers, whether registered or unregistered, and
\nall registrations and applications for registration thereof.<\/p>\n<\/p>\n

“Transaction Documents<\/u>” means, collectively, this Agreement and the
\nNotes.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

1.2<\/p>\n<\/td>\n

\n

Accounting Terms; Financial Statements<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All accounting terms used herein not expressly defined in this Agreement
\nshall have the respective meanings given to them in accordance with sound
\naccounting practice. The term “sound accounting practice” shall mean such
\naccounting practice as, in the opinion of the independent certified public
\naccountants regularly retained by the Company, conforms at the time to GAAP
\napplied on a consistent basis except for changes with which such accountants
\nconcur.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

1.3<\/p>\n<\/td>\n

\n

Knowledge of the Company<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All references to “Knowledge of the Company” or any similar phrase means the
\nactual knowledge of Craig Tuttle, Chad Richards, Brett Frevert and Katherine
\nRichardson (collectively, the “Key Employees<\/u>“), or knowledge any such
\nperson would be reasonably expected to have given their position with the
\nCompany.<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

\n

PURCHASE AND SALE OF NOTES<\/strong><\/p>\n

\n<\/p>\n\n\n\n
<\/td>\n\n

2.1<\/p>\n<\/td>\n

\n

Purchase and Sale of the Notes<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to the terms and conditions herein set forth, the Company agrees to
\nissue and sell to each Purchaser, and each Purchaser agrees that it will
\npurchase from the Company, on the Closing Date, a Note in the amount set forth
\nopposite such Purchaser153s name on Schedule A <\/u><\/strong>attached
\nhereto, for an aggregate purchase price of Three Million Dollars
\n($3,000,000.00).<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

2.2<\/p>\n<\/td>\n

\n

Closing<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The closing of the sale and purchase of the Notes (the “Closing<\/u>“)
\nshall take place at the offices of Husch Blackwell LLP at 1620 Dodge Street,
\nSuite 2100, Omaha, Nebraska 68102, at 10:00 a.m., local time, on December 30,
\n2011, or at such other time, place and date that the Company and the Purchasers
\nmay agree in writing (the “Closing Date<\/u>“). On the Closing Date, the
\nCompany shall deliver the Notes being acquired by each Purchaser upon receipt by
\nthe Company of payment of the purchase price therefor, as set forth on
\nSchedule A<\/u><\/strong> hereto, by or on behalf of each Purchaser to
\nthe Company by certified check or by wire transfer of immediately available
\nfunds to an account designated in writing by the Company.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

2.3<\/p>\n<\/td>\n

\n

Reservation of Securities<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company hereby covenants that, in connection with soliciting board and\/or
\nstockholder approval with respect to the Qualified Financing while the Notes
\nremain outstanding, the Company shall reserve a sufficient number of shares of
\nits capital stock for issuance upon conversion of the Notes and the exercise
\nand\/or conversion of the Conversion Securities, as applicable, and a sufficient
\nnumber of shares of Common Stock for issuance upon conversion of such shares of
\ncapital stock, if applicable. In connection therewith, (i) such shares of the
\nCompany153s capital stock shall be duly authorized and, when issued or delivered
\nupon (x) conversion of the Notes in accordance with the terms of the Notes or
\n(y) exercise or conversion of the Conversion Securities in accordance with their
\nterms, shall be validly issued, fully paid and non-assessable, and (ii) if
\napplicable, such shares of Common Stock, when issued or delivered upon the
\nexercise or conversion of such capital stock in accordance with the terms of the
\nCompany153s Certificate of Incorporation, shall be validly issued, fully paid and
\nnon-assessable.<\/p>\n<\/p>\n<\/p>\n

– 5 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

2.4<\/p>\n<\/td>\n

\n

Use of Proceeds<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company shall use the proceeds from the sale of the Notes for general
\ncorporate purposes.<\/p>\n<\/p>\n

ARTICLE III<\/strong><\/p>\n

\n

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
\nCOMPANY<\/strong><\/p>\n

\n<\/p>\n

The Company hereby represents, warrants and covenants to each Purchaser as
\nfollows:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.1<\/p>\n<\/td>\n

\n

Corporate Existence and Power<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company (a) is a corporation duly organized, validly existing and in good
\nstanding under the laws of the State of Delaware; (b) has all requisite
\ncorporate power and authority to own and operate its property, to lease the
\nproperty it operates as lessee and to conduct the business in which it is
\ncurrently, or is currently proposed to be, engaged; (c) is licensed and in good
\nstanding under the laws of each jurisdiction to which its ownership, lease or
\noperation of property or the conduct of its business requires such
\nqualification, except to the extent the failure to do so would not have a
\nMaterial Adverse Effect; and (d) has the corporate power and authority to
\nexecute, deliver and perform its obligations under this Agreement and each of
\nthe other Transaction Documents.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.2<\/p>\n<\/td>\n

\n

Authorization; No Contravention<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The execution, delivery and performance by the Company of this Agreement and
\neach of the other Transaction Documents and the transactions contemplated hereby
\nand thereby, including, without limitation, the sale, issuance and delivery of
\nthe Notes (a) have been duly authorized by all necessary corporate action of the
\nCompany; (b) do not contravene the terms of the Certificate of Incorporation or
\nthe Bylaws; and (c) do not violate, conflict with or result in any breach or
\ncontravention of, or the creation of any Lien under, any Contractual Obligation
\nor the judgment, injunction, writ, award, decree or order of any nature
\n(collectively, “Orders<\/u>“) of any Governmental Authority against, or
\nbinding upon, the Company, in each case in this clause (c), individually or in
\nthe aggregate, as would have a Material Adverse Effect.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.3<\/p>\n<\/td>\n

\n

Governmental Authorization; Third Party Consents<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except for filing of the Securities Filings, no approval, consent, exemption,
\nauthorization or other action by, or notice to, or filing with, any Governmental
\nAuthority or any other Person in respect of any Requirement of Law, and no lapse
\nof a waiting period under a Requirement of Law, is necessary or required in
\nconnection with the execution, delivery or performance (including, without
\nlimitation, the sale, issuance and delivery of the Notes) by, or enforcement
\nagainst the Company of this Agreement and the other Transaction Documents or the
\ntransactions contemplated hereby and thereby.<\/p>\n<\/p>\n<\/p>\n

– 6 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

3.4<\/p>\n<\/td>\n

\n

Binding Effect<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement and each of the other Transaction Documents have been duly
\nexecuted and delivered by the Company and constitute the legal, valid and
\nbinding obligations of the Company enforceable against the Company in accordance
\nwith their terms, except as enforceability may be limited by applicable
\nbankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
\nmoratorium or similar laws affecting the enforcement of creditors153 rights
\ngenerally or by general principles of equity relating to enforceability
\n(regardless of whether considered in a proceeding at law or in equity).<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.5<\/p>\n<\/td>\n

\n

Litigation<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There are no actions, suits, proceedings, claims, complaints, disputes,
\narbitrations or investigations (collectively, “Claims<\/u>“) pending or, to
\nthe Knowledge of the Company, threatened, at law, in equity, in arbitration or
\nbefore any Governmental Authority against the Company. To the Knowledge of the
\nCompany, there is no fact, event or circumstance that is likely to give rise to
\nany Claim. The Company has not received notice of any Order and no Order has
\nbeen issued by any court or other Governmental Authority against the Company
\npurporting to enjoin or restrain the execution, delivery or performance of this
\nAgreement or any of the other Transaction Documents to which it is a party.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

3.6<\/p>\n<\/td>\n

\n

Compliance with Laws<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Company is in compliance in all respects with all Requirements of Law and
\nall Orders issued by a Governmental Authority, except where the failure to be in
\ncompliance would not have a Material Adverse Effect.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Company has all licenses, permits, orders and approvals of any
\nGovernmental Authority (collectively, “Permits<\/u>“) that are necessary for
\nthe conduct of the business of the Company taken as a whole; such Permits are in
\nfull force and effect; and no violations are or have been recorded in respect of
\nany Permit, except in each case, individually or in the aggregate, as would not
\nhave a Material Adverse Effect.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

No material expenditure is presently required by the Company to comply with
\nany existing Requirement of Law or Order.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

None of the Company, any subsidiary or any director, officer, or employee of,
\nor, to the Knowledge of the Company, any agent or other person associated with
\nor acting on behalf of the Company or any subsidiary has, directly or
\nindirectly: (a) used any funds of the Company or any subsidiary for unlawful
\ncontributions, gifts, unlawful entertainment or other unlawful expenses relating
\nto political activity; (b) made any unlawful payment to foreign or domestic
\ngovernmental officials or employees or to foreign or domestic political parties
\nor campaigns from funds of the Company or any subsidiary; (c) violated any
\nprovision of the Foreign Corrupt Practices Act of 1977, as amended, rule or
\nregulation issued by the U.S. Office of Foreign Assets Control (“OFAC<\/u>“)
\nof the U.S. Treasury Department, the Financial Action Task Force on Money
\nLaundering (“FATF<\/u>“) or the U.S. Secretary of the Treasury under Section
\n311 or 312 of the USA PATRIOT Act or any similar Requirements of Law; (d)
\nestablished or maintained any unlawful fund of monies or other assets of the
\nCompany or any subsidiary; (e) made any fraudulent entry on the books or records
\nof the Company or any subsidiary; or (f) made any unlawful bribe, unlawful
\nrebate, unlawful payoff, unlawful influence payment, unlawful kickback or other
\nunlawful payment to any person, private or public, regardless of form, whether
\nin money, property or services, to obtain favorable treatment in securing
\nbusiness, to obtain special concessions for the Company or any subsidiary, to
\npay for favorable treatment for business secured or to pay for special
\nconcessions already obtained for the Company or any subsidiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

– 7 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

3.7<\/p>\n<\/td>\n

\n

Capitalization; Validity of Notes and Conversion Securities<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

On the Closing Date, the authorized Capital Stock shall consist of (a)
\n100,000,000 shares of Common, of which 49,289,672 will be outstanding and
\nissued; and (b) 15,000,000 shares of Series A Preferred, of which 2,586,205
\nshares are outstanding and issued (the “Series A Shares<\/u>“). The Notes are
\nduly authorized, and, assuming the accuracy of the representations and
\nwarranties of the Purchasers set forth in Article IV, when issued to the
\nPurchasers pursuant to the terms of this Agreement, will be validly issued, and,
\nassuming the accuracy of the representations and warranties of the Purchasers in
\nSections 4.5, 4.6, and 4.7 hereof, will be issued in compliance with (or
\npursuant to exemptions under) the registration and qualification requirements of
\nall applicable securities laws, and will be free and clear of any and all Liens
\nexcept as set forth in this Agreement, the Notes or as otherwise created by
\nPurchasers. The shares of capital stock of the Company issuable upon conversion
\nof the Notes and the exercise and\/or conversion of the Conversion Securities, as
\napplicable, assuming the accuracy of the representations and warranties of the
\nPurchasers set forth in the Notes and the Conversion Securities, as applicable,
\nwhen issued to the Purchasers pursuant to the terms of the Notes, will be
\nvalidly issued, fully paid and nonassessable, and, assuming the accuracy of the
\nrepresentations and warranties of the Purchasers in the Notes and the Conversion
\nSecurities, as applicable, will be issued in compliance with (or pursuant to
\nexemptions under) the registration and qualification requirements of all
\napplicable securities laws, and will be free and clear of any and all Liens
\nexcept as set forth in this Agreement, the Notes or as otherwise created by
\nPurchasers. The shares of Common issuable upon conversion of such capital stock
\nof the Company, if applicable, when issued to the Purchasers pursuant to the
\nterms of the Certificate of Incorporation, will be validly issued, fully paid
\nand nonassessable, and, assuming the accuracy of the representations and
\nwarranties of the Purchasers in Sections 4.5, 4.6, and 4.7 hereof, will be
\nissued in compliance with (or pursuant to exemptions under) the registration and
\nqualification requirements of all applicable securities laws, and will be free
\nand clear of any and all Liens except as set forth in this Agreement, the Notes
\nor as otherwise created by Purchasers. If at any time after the date hereof, the
\nCompany does not have a sufficient number of shares of its capital stock
\nauthorized and available for issuance of, or exercise or conversion of, the
\nConversion Securities, the Company and the Purchasers will jointly cooperate
\nwith one another in obtaining the necessary stockholder approval to increase the
\nnumber of authorized shares of capital stock at the Company153s next annual
\nmeeting of stockholders; provided, however, that if the Purchasers so request in
\nwriting, in lieu of waiting until the next annual meeting of stockholders, the
\nCompany shall call and hold a special meeting of its stockholders within sixty
\n(60) days of the date such writing is given by the Purchasers for the sole
\npurpose of increasing the number of authorized shares of the Company153s capital
\nstock (such meeting, a “Special Meeting<\/u>“), and the Company and the
\nPurchasers will jointly cooperate with one another in obtaining the necessary
\nstockholder approval at such Special Meeting. The outstanding shares of Capital
\nStock of the Company are all duly authorized, validly issued, fully paid and
\nnonassessable, and were issued in compliance with (or pursuant to exemptions
\nunder) the registration and qualification requirements of all applicable
\nsecurities laws. The Company does not own directly or indirectly, nor has it
\nmade any investment in, any Capital Stock of or ownership interest in any other
\nPerson.<\/p>\n<\/p>\n<\/p>\n

– 8 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

3.8<\/p>\n<\/td>\n

\n

No Default or Breach; Contractual Obligations<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company has not received notice of, and is not in default under, or with
\nrespect to, any Contractual Obligation in any respect, which, individually or
\ntogether with all such defaults, would have a Material Adverse Effect. All
\nContractual Obligations of the Company are valid, in full force and effect and
\nbinding upon the Company, and to the Knowledge of the Company, the other parties
\nthereto except in each case, individually or in the aggregate, as would not have
\na Material Adverse Effect. To the Knowledge of the Company, no other party to
\nany such Contractual Obligation is in default thereunder, nor does any condition
\nexist that with notice or lapse of time or both would constitute a default
\nthereunder, except in each case, individually or in the aggregate, as would not
\nhave a Material Adverse Effect.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.9<\/p>\n<\/td>\n

\n

Title to Real Property<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company has good, record and marketable title in fee simple to, or holds
\ninterests as lessee under leases in full force and effect in, all real property
\nused in connection with its business or otherwise owned or leased by it, except
\nfor such defects in title as would not, individually or in the aggregate, have a
\nMaterial Adverse Effect.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.10<\/p>\n<\/td>\n

\n

FIRPTA<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company is not a “foreign person” within the meaning of Section 1445 of
\nthe Code.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.11<\/p>\n<\/td>\n

\n

SEC Documents; Financial Statements<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Common is registered pursuant to Section 12(b) of the Exchange Act.
\nDuring the two-year period preceding the Closing Date, the Company has timely
\nfiled all reports, schedules, forms, statements and other documents required to
\nbe filed by it with the SEC pursuant to the reporting requirements of the
\nExchange Act (the “SEC Documents<\/u>“). At the times of their respective
\nfilings, the SEC Documents complied in all material respects with the
\nrequirements of the Exchange Act and the rules and regulations of the SEC
\npromulgated thereunder and other federal, state and local laws, rules and
\nregulations applicable to such documents. At the times of their respective
\nfilings, the SEC Documents did not contain any untrue statement of a material
\nfact or omit to state a material fact required to be stated therein or necessary
\nin order to make the statements therein, in light of the circumstances under
\nwhich they were made, not misleading. The Company currently meets the Registrant
\nRequirements set forth in Section I.A. of the general instructions to SEC Form
\nS-3. As of their respective dates, the financial statements of the Company
\nincluded in the SEC Documents (the “Financial Statements<\/u>“) complied in
\nall material respects with applicable accounting requirements and the published
\nrules and regulations of the SEC or other applicable rules and regulations with
\nrespect thereto. Such financial statements have been prepared in accordance with
\nGAAP (except (i) as may be otherwise indicated in such financial statements or
\nthe notes thereto or (ii) in the case of unaudited interim statements, to the
\nextent they may not include footnotes or may be condensed or summary
\nstatements), and fairly present in all material respects the consolidated
\nfinancial position of the Company as of the dates thereof and the results of
\noperations and cash flows for the periods then ended (subject, in the case of
\nunaudited statements, to normal year-end audit adjustments).<\/p>\n<\/p>\n

– 9 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

3.12<\/p>\n<\/td>\n

\n

Taxes<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Company has paid all federal, state, county, local, foreign and other
\ntaxes, including, without limitation, income taxes, estimated taxes, excise
\ntaxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment
\nand payroll related taxes, property taxes and import duties, whether or not
\nmeasured in whole or in part by net income (hereinafter, “Taxes<\/u>” or,
\nindividually, a “Tax<\/u>“) that have come due and are required to be paid by
\nit through the date hereof, and all deficiencies or other additions to Tax,
\ninterest and penalties owed by it in connection with any such Taxes, and shall
\ntimely pay any Taxes including additions, interest and penalties, required to be
\npaid by it on, before or after the date hereof;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

the Company has timely filed returns for Taxes that it is required to file on
\nand through the date hereof and all information set forth in such Tax returns is
\ncorrect and complete in all material respects;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

with respect to all Tax returns of the Company, (i) there is no unassessed
\ntax deficiency proposed or to the Knowledge of the Company threatened against
\nthe Company and (ii) no audit is in progress and no extension of time is in
\nforce with respect to any date on which any return for Taxes was or is to be
\nfiled and no waiver or agreement is in force for the extension of time for the
\nassessment or payment of any Tax;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

the Company has neither agreed to nor is required to make any adjustments
\nunder Section 481(a) of the Code by reason of a change in accounting methods or
\notherwise; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

all liabilities for Taxes of the Company attributable to periods prior to the
\ndate hereof have been adequately provided for in the Financial Statements and
\nthe liability of the Company for Taxes has not and will not increase at any time
\nup to the Closing Date other than in the ordinary course of business.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.13<\/p>\n<\/td>\n

\n

Changes<\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as disclosed in the SEC Documents, since December 31, 2010 there has
\nnot been:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

any change in the assets, liabilities, financial condition or operating
\nresults of the Company from that reflected in the Financial Statements, except
\nchanges in the ordinary course of business that have not caused, in the
\naggregate, a Material Adverse Effect;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

any damage, destruction or loss, whether or not covered by insurance, causing
\na Material Adverse Effect;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

any waiver or compromise by the Company of a valuable right or of a material
\ndebt owed, except in the course of business;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

any satisfaction or discharge of any Lien by the Company, except in the
\nordinary course of business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

any material change or amendment to an Obligation, except in the ordinary
\ncourse of business;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

receipt of notice that there has been a loss of, or material order
\ncancellation by, any material customer of the Company or to the Knowledge of the
\nCompany any threatened termination, cancellation or limitation of, or any
\nadverse modification or change in the business relationship of the Company, or
\nthe business of the Company, with any material customer or material supplier
\nand, to the Knowledge of the Company, there exists no present condition or state
\nof fact circumstances that would have a Material Adverse Effect or prevent the
\nCompany from conducting such business relationships or such business with any
\nsuch material customer or material supplier in the same manner as heretofore
\nconducted by the Company;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

– 10 –<\/p>\n

\n

\n\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

any Lien, created by the Company, with respect to any of its material
\nproperties or assets, except Liens for taxes not yet due or payable or Liens
\narising in the ordinary course of business;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

any loans or guarantees made by the Company to or for the benefit of its
\nemployees, officers or directors, or any members of their immediate families,
\nother than advances made in the ordinary course of business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

any resignation or termination of employment of any Key Employee;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

any declaration, setting aside or payment or other distribution in respect of
\nany of the Company153s Capital Stock (except for the reservation of shares of
\nCapital Stock pursuant to this Agreement and the Transaction Documents), or any
\ndirect or indirect redemption, purchase or other acquisition of any such stock
\nby the Company; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

any binding agreement or commitment by the Company to do any of the things
\ndescribed in this Section 3.13.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.14<\/p>\n<\/td>\n

\n

Investment Company<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company is not an “investment company” within the meaning of the
\nInvestment Company Act of 1940, as amended.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.15<\/p>\n<\/td>\n

\n

Private Offering<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No form of general solicitation or general advertising was used by the
\nCompany or its representatives in connection with the offer or sale of the
\nNotes. Assuming the accuracy of the representations and warranties of the
\nPurchasers, no registration of the Notes, pursuant to the provisions of the Act
\nor any state securities or “blue sky” laws, will be required by the offer, sale
\nor issuance of the Notes.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

3.16<\/p>\n<\/td>\n

\n

Employee Matters<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

To the Company153s Knowledge, no Employee is a party to or is otherwise bound
\nby any agreement or arrangement (including, without limitation, any license,
\ncovenant or commitment of any nature), or subject to any Order, (i) that would
\nconflict with such Employee153s obligation diligently to promote and further the
\ninterests of the Company or (ii) that would conflict with the Company153s business
\nas now conducted. The Company has complied with all Requirements of Law relating
\nto the employment of labor, including provisions relating to wages, hours, equal
\nopportunity, collective bargaining and payment of Social Security and other
\ntaxes, except in each case, individually or in the aggregate, as would not have
\na Material Adverse Effect.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

No unwritten amendments have been made, whether by oral communication,
\npattern of conduct or otherwise, with respect to any Compensation Plans or
\nemployment agreements for the Employees.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

– 11 –<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

None of the Key Employees has any plans to terminate his or her employment
\nwith the Company to the Company153s Knowledge, and the Company has no intention of
\nterminating the employment of any Key Employee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.17<\/p>\n<\/td>\n

\n

Labor Relations<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Company is not engaged in any unfair labor practice under any Requirement
\nof Law;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

there is (i) no grievance or arbitration proceeding arising out of or under
\ncollective bargaining agreements pending or, to the Knowledge of the Company,
\nthreatened against the Company, and (ii) no strike, labor dispute, slowdown or
\nstoppage pending or, to the Knowledge of the Company, threatened against the
\nCompany;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

the Company is not a party to any collective bargaining agreement or
\ncontract;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

there is no union representation question existing with respect to the
\nemployees of the Company; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

to the Knowledge of the Company, no union organizing activities are taking
\nplace with respect to the employees of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.18<\/p>\n<\/td>\n

\n

Employee Benefit Plans<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each employee benefit plan subject to any provision of ERISA maintained,
\nestablished or sponsored by the Company, or in which any employee of the Company
\nparticipates, or to which the Company contributes (collectively, the
\n“Plans<\/u>“) is in compliance with all applicable Requirements of Law except
\nto the extent that noncompliance with such Requirements of Law would not have a
\nMaterial Adverse Effect. No Plan (a) is subject to Title IV of ERISA, or is
\notherwise a Defined Benefit Plan, or is a multiple employer plan (within the
\nmeaning of Section 413(c) of the Code); or (b) provides for post-retirement
\nwelfare benefits except to the extent any such benefits are required by law or a
\n“parachute payment” (within the meaning of Section 280G(b) of the Code). The
\nexecution and delivery of this Agreement and each of the other Transaction
\nDocuments, the purchase and sale of the Notes and the consummation of the
\ntransactions contemplated hereby and thereby will not result in any prohibited
\ntransaction by the Company within the meaning of Section 406 of ERISA or Section
\n4975 of the Code.<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.19<\/p>\n<\/td>\n

\n

Title to Assets<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company owns and has good and valid title to all of its properties and
\nassets used in its business and reflected as owned in the Financial Statements
\n(collectively, the “Assets<\/u>“), in each case free and clear of all Liens,
\nexcept for (a) Liens specifically described in the notes to the Financial
\nStatements, (b) Liens that would not, individually or in the aggregate, have a
\nMaterial Adverse Effect, or (c) Liens for Taxes that have not yet become
\ndelinquent.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.20<\/p>\n<\/td>\n

\n

Liabilities<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company has no material liabilities other than (i) liabilities fully and
\nadequately reflected or reserved against in the Financial Statements, (ii)
\nliabilities not required by GAAP to be set forth in the Financial Statements and
\n(iii) liabilities incurred since December 31, 2010 in the ordinary course of
\nbusiness and that will not have a Material Adverse Effect.<\/p>\n<\/p>\n<\/p>\n

– 12 –<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n\n

3.21<\/p>\n<\/td>\n

\n

Intellectual Property<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Company is the owner of or has the license or right to use, sell, license
\nor dispose of all of the Intellectual Property Rights that are used in
\nconnection with the business of the Company as presently conducted, free and
\nclear of all Liens.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Schedule 3.21(b)<\/u><\/strong> attached to this Agreement sets
\nforth all of the registered Copyrights, Patents, patent applications, registered
\nTrademarks, and domain names owned or licenses by the Company that are material
\nto the business of the Company as currently conducted. None of the Intellectual
\nProperty Rights that are material to the business of the Company as currently
\nconducted (the “Material Company IP<\/u>“) is subject to any outstanding
\nOrder, and no Claim is pending or, to the Knowledge of the Company, threatened,
\nwhich challenges the validity, enforceability, use or ownership of the item.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

With respect to all licenses, sublicenses and other agreements under which
\nthe Company is either a licensor or licensee of any Material Company IP, the
\nCompany has performed all material obligations imposed upon it thereunder, and
\nthe Company is not, nor to the Knowledge of the Company is any party thereto in
\nbreach of or default thereunder in any material respect, nor is there any event
\nwhich with notice or lapse of time or both would constitute a default
\nthereunder. All of the licenses, sublicenses and other agreements under which
\nthe Company is either a licensor or licensee of any Material Company IP, are
\nvalid, enforceable and in full force and effect with respect to the Company and,
\nto the Knowledge of the Company, with respect to the other party or parties to
\nsuch licenses, and will continue to be so on identical terms immediately
\nfollowing the Closing, except as enforceability may be limited by applicable
\nbankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
\nmoratorium or similar laws affecting the enforcement of creditors153 rights
\ngenerally and by general principles of equity related to enforceability
\n(regardless of whether considered in a proceeding at law or in equity).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

To the Knowledge of the Company none of the Material Company IP currently
\nsold or licensed by the Company to any Person or used by or licensed to the
\nCompany infringes upon or otherwise violates any Intellectual Property Rights of
\nothers.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

No litigation is pending and no Claim has been made against the Company or,
\nto the Knowledge of the Company, is threatened, contesting the right of the
\nCompany to sell or license the Material Company IP to any Person or use the
\nMaterial Company IP presently sold or licensed to such Person or used by the
\nCompany.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

To the Knowledge of the Company, no Person is infringing upon or otherwise
\nviolating the Material Company IP.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

No former employer of any Employee, and no current or former client of any
\nconsultant of the Company, has made a claim, or to the Knowledge of the Company
\nthreatened to make a claim, against the Company that such Employee or such
\nconsultant is utilizing proprietary information of such former employer or
\nclient.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

To the Knowledge of the Company, no Employee is in material violation of any
\nterm of any employment agreement, patent or invention disclosure agreement or
\nother contract or agreement relating to the relationship of such Employee with
\nthe Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

– 13 –<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

None of the Company153s Trade Secrets has been disclosed to any Person other
\nthan (i) employees, representatives and agents of the Company, (ii) as required
\npursuant to any filings with a Governmental Authority, (iii) when disclosure to
\na Person is pursuant to provisions in non-disclosure, consultant, license or
\nother confidentiality agreements entered into by the Company or (iv) in
\nconnection with discussions with possible sources of financing for the Company
\nsubject to customary non-disclosure arrangements.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

3.22<\/p>\n<\/td>\n

\n

Potential Conflicts of Interest<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as disclosed in the SEC Documents, during the two-year period
\npreceding the Closing Date, no event has occurred that would be required to be
\nreported by the Company pursuant to Item 404(d)(1) of Regulation S-K promulgated
\nby the SEC.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.23<\/p>\n<\/td>\n

\n

Trade Relations<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There exists no actual or, to the Knowledge of the Company, threatened
\ntermination, cancellation or material limitation of, or any adverse modification
\nor change in, the business relationship of the Company, or the business of the
\nCompany, with any customer or any group of customers whose purchases are
\nindividually or in the aggregate material to the Company, or with any material
\nsupplier of the Company, and, to the Knowledge of the Company, there exists no
\npresent condition or state of fact or circumstances that would have a Material
\nAdverse Effect or prevent the Company from conducting such business
\nrelationships or such business with any such customer, such group of customers
\nor such material supplier substantially in the same manner as heretofore
\nconducted by the Company.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.24<\/p>\n<\/td>\n

\n

Insurance<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company maintains insurance with insurance companies in such amounts and
\ncovering such risks as are usually and customarily carried by Persons engaged in
\nthe business conducted by the Company. Such policies and binders are valid and
\nenforceable in accordance with their terms and are in full force and effect.
\nNone of such policies will be affected by, or terminate or lapse by reason of,
\nany transaction contemplated by this Agreement or any of the other Transaction
\nDocuments.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.25<\/p>\n<\/td>\n

\n

Minute Records<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All minutes and written consents since January 1, 2009 of the Board of
\nDirectors and stockholders of the Company have been provided or made available
\nto the Purchasers. The minutes and written consents contain a complete summary
\nof all meetings of the Board of Directors and stockholders since January 1, 2009
\nand reflect all transactions referred to in such minutes and written consents
\naccurately in all material respects.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.26<\/p>\n<\/td>\n

\n

Environmental Matters<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company is and has been in compliance in all respects with all applicable
\nEnvironmental Laws except for failures to be in compliance that would not,
\nindividually or in the aggregate, have a Material Adverse Effect. There is no
\nClaim pending or, to the Knowledge of the Company, threatened against the
\nCompany pursuant to Environmental Laws that would reasonably be expected to
\nresult in a fine, penalty or other obligation, cost or expense that would have a
\nMaterial Adverse Effect; and, there are no past or present events, conditions,
\ncircumstances, activities, practices, incidents, agreements, actions or plans
\nwhich may prevent compliance with, or which have given rise to or will give rise
\nto liability under, Environmental Laws except in each case, individually or in
\nthe aggregate, as has not had or would not have a Material Adverse Effect.<\/p>\n<\/p>\n<\/p>\n

– 14 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

3.27<\/p>\n<\/td>\n

\n

Broker153s, Finder153s or Similar Fees<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There are no brokerage commissions, finder153s fees or similar fees or
\ncommissions payable by the Company in connection with the transactions
\ncontemplated hereby based on any agreement, arrangement or understanding with
\nthe Company or any action taken by any such Person.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.28<\/p>\n<\/td>\n

\n

Accountants<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

McGladrey & Pullen, LLP, whose report on the financial statements of the
\nCompany is filed with the SEC in the Company153s Annual Report on Form 10-K for
\nthe year ended December 31, 2010, were, at the time such report was issued,
\nindependent registered public accountants as required by the Act. Except as
\ndescribed in the SEC Documents and as preapproved in accordance with the
\nrequirements set forth in Section 10A of the Exchange Act, to the Knowledge of
\nthe Company, McGladrey & Pullen, LLP has not engaged in any non-audit
\nservices prohibited by subsection (g) of Section 10A of the Exchange Act on
\nbehalf of the Company.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.29<\/p>\n<\/td>\n

\n

Internal Controls<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company has established and maintains a system of internal accounting
\ncontrols sufficient to provide reasonable assurances that: (i) transactions are
\nexecuted in accordance with management153s general or specific authorization; (ii)
\ntransactions are recorded as necessary to permit preparation of financial
\nstatements in conformity with GAAP and to maintain accountability for assets;
\n(iii) access to assets is permitted only in accordance with management153s general
\nor specific authorization; and (iv) the recorded accountability for assets is
\ncompared with existing assets at reasonable intervals and appropriate action is
\ntaken with respect to any differences.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.30<\/p>\n<\/td>\n

\n

Disclosure Controls<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company has established and maintains disclosure controls and procedures
\n(as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act).
\nSince the date of the most recent evaluation of such disclosure controls and
\nprocedures, there have been no significant changes in internal controls or in
\nother factors that could significantly affect internal controls, including any
\ncorrective actions with regard to significant deficiencies and material
\nweaknesses. The Company is in compliance in all material respects with all
\nprovisions currently in effect and applicable to the Company of the
\nSarbanes-Oxley Act of 2002, and all rules and regulations promulgated thereunder
\nor implementing the provisions thereof.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.31<\/p>\n<\/td>\n

\n

Corporate Governance<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Board of Directors meets the independence requirements of, and has
\nestablished an audit committee that meets the independence requirements of, the
\nrules and regulations of the SEC. The Audit Committee has reviewed the adequacy
\nof its charter within the past 12 months.<\/p>\n<\/p>\n

– 15 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

3.32<\/p>\n<\/td>\n

\n

No Undisclosed Events or Circumstances<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Except as disclosed in the SEC Documents, since December 31, 2010, except for
\nthe consummation of the transactions contemplated herein, to the Company153s
\nKnowledge, no event or circumstance has occurred or exists with respect to the
\nCompany or its businesses, properties, prospects, operations or financial
\ncondition, which, under any Requirement of Law, requires public disclosure or
\nannouncement by the Company but which has not been so publicly announced or
\ndisclosed.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.33<\/p>\n<\/td>\n

\n

Application of Takeover Provisions<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The issuance of the Notes and the Conversion Securities pursuant hereto and
\nthereto and the Purchasers153 ownership thereof is not prohibited by the business
\ncombination statutes of the state of Delaware or the Certificate of
\nIncorporation. The Company has not adopted any stockholder rights plan, “poison
\npill” or similar arrangement that would trigger any right, obligation or event
\nas a result of the issuance of the Notes and\/or the Conversion Securities and
\nthe Purchasers153 ownership of such securities and there are no similar
\nanti-takeover provisions under the Certificate of Incorporation. In addition,
\nthe Company covenants and agrees that, from and after the Closing Date, it will
\nnot adopt any such anti-takeover provisions, whether under its Certificate or
\notherwise, that would be applicable to the Purchasers or any of their respective
\nAffiliates.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

3.34<\/p>\n<\/td>\n

\n

No Stockholder Approval<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except for the approval of the Series A Shares as required pursuant to the
\nCertificate of Designation for the Series A Shares filed with the Secretary of
\nState of the State of Delaware no approval of the stockholders of the Company is
\nrequired under law or otherwise for the Company to issue and deliver to the
\nPurchasers the Notes and the Conversion Securities as contemplated hereby and
\nthereby.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

3.35<\/p>\n<\/td>\n

\n

Disclosure<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Agreement and Other Documents<\/u>. This Agreement and the documents and
\ncertificates furnished to the Purchasers by the Company, including but not
\nlimited to the SEC Documents, do not contain any untrue statement fact or omit
\nto state a material fact necessary in order to make the statements contained
\nherein or therein, in the light of the circumstances under which they were made,
\nnot misleading.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Material Adverse Effects<\/u>. To the Knowledge of the Company, there is no
\nfact which the Company has disclosed to the Purchasers in writing which would
\nhave a Material Adverse Effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE IV<\/strong><\/p>\n

\n

REPRESENTATIONS AND WARRANTIES OF THE
\nPURCHASERS<\/strong><\/p>\n

\n<\/p>\n

Each Purchaser hereby represents and warrants to the Company as follows:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

4.1<\/p>\n<\/td>\n

\n

Existence and Power<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Purchaser is duly organized, validly existing and in good standing under
\nthe laws of the Commonwealth of Virginia and has the power and authority to
\nexecute, deliver and perform its obligations under this Agreement and each of
\nthe other Transaction Documents.<\/p>\n<\/p>\n<\/p>\n

– 16 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

4.2<\/p>\n<\/td>\n

\n

Authorization; No Contravention<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The execution, delivery and performance by the Purchaser of this Agreement
\nand each of the other Transaction Documents to which it is a party and the
\ntransactions contemplated hereby and thereby, including, without limitation, the
\npurchase of the Notes, (a) have been duly authorized by all necessary action,
\n(b) do not contravene the terms of the Purchaser153s organizational documents, or
\nany amendment thereof, and (c) do not violate, conflict with or result in any
\nbreach or contravention of or the creation of any Lien under, any Contractual
\nObligation of the Purchaser, or any Orders of any Governmental Authority or
\nRequirement of Law applicable to the Purchaser in each case, individually or in
\nthe aggregate, as would have a material adverse effect on (i) the ability of the
\nPurchaser to perform its material obligations under this Agreement or any of the
\nother Transaction Documents or (ii) the legality, validity or enforceability of
\nthis Agreement or any of the other Transaction Documents.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

4.3<\/p>\n<\/td>\n

\n

Governmental Authorization; Third Party Consents<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No approval, consent, exemption, authorization, or other action by, or notice
\nto, or filing with, any Governmental Authority or any other person with respect
\nto any Requirement of Law, and no lapse of a waiting period under any
\nRequirement of Law, is necessary or required in connection with the execution,
\ndelivery or performance (including, without limitation, the purchase of the
\nNotes) by, or enforcement against, the Purchaser of this Agreement and each of
\nthe other Transaction Documents to which the Purchaser is a party or the
\ntransactions contemplated hereby and thereby.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

4.4<\/p>\n<\/td>\n

\n

Binding Effect<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement and each of the other Transaction Documents to which the
\nPurchaser is a party have been duly executed and delivered by the Purchaser and
\nconstitute the legal, valid and binding obligations of the Purchaser,
\nenforceable against the Purchaser in accordance with its terms, except as
\nenforceability may be limited by applicable bankruptcy, insolvency,
\nreorganization, fraudulent conveyance or transfer, moratorium or similar laws
\naffecting the enforcement of creditors153 rights generally or by equitable
\nprinciples relating to enforceability (regardless of whether considered in a
\nproceeding at law or in equity).<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

4.5<\/p>\n<\/td>\n

\n

Purchase for Own Account<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Notes and the Conversion Securities issuable upon conversion thereof that
\nare being acquired by the Purchaser pursuant to this Agreement are being or will
\nbe acquired for its own account and with no intention of distributing or
\nreselling such securities or any part thereof in any transaction that would be
\nin violation of the securities laws of the United States of America, or any
\nstate, without prejudice, however, to the rights of the Purchaser at all times
\nto sell or otherwise dispose of all or any part of such securities under an
\neffective registration statement under the Act, or under an exemption from such
\nregistration available under the Act. If the Purchaser should in the future
\ndecide to dispose of any of such securities, the Purchaser understands and
\nagrees that it may do so only in compliance with the Act and applicable state
\nsecurities laws, as then in effect.<\/p>\n<\/p>\n<\/p>\n

– 17 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

4.6<\/p>\n<\/td>\n

\n

Restricted Securities<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Purchaser understands that the Notes and the Conversion Securities will
\nnot be registered at the time of their issuance under the Act for the reason
\nthat the sale provided for in this Agreement is exempt pursuant to Section 4(2)
\nof the Act and that the reliance of the Company on such exemption is predicated
\nin part on the Purchaser153s representations set forth herein. The Purchaser
\nrepresents that it is experienced in evaluating companies such as the Company,
\nhas such knowledge and experience in financial and business matters as to be
\ncapable of evaluating the merits and risks of its investment and has the ability
\nto suffer the total loss of its investment. The Purchaser further represents
\nthat it has had the opportunity to ask questions of and receive answers from the
\nCompany concerning the terms and conditions of the offering and to obtain
\nadditional information to the Purchaser153s satisfaction.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

4.7<\/p>\n<\/td>\n

\n

Accredited Investor Status<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Purchaser is an “accredited investor” as that term is defined by Rule 501
\nof Regulation D promulgated under the Act.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

4.8<\/p>\n<\/td>\n

\n

Litigation<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There are no Claims pending or, to the knowledge of the Purchaser,
\nthreatened, at law, in equity, in arbitration or before any Governmental
\nAuthority against the Purchaser that, individually or in the aggregate, would
\nhave a material adverse effect on (i) the ability of the Purchaser to perform
\nits material obligations under this Agreement or any of the other Transaction
\nDocuments or (ii) the legality, validity or enforceability of this Agreement or
\nany of the other Transaction Documents. No Order has been issued by any court or
\nother Governmental Authority against the Purchaser purporting to enjoin or
\nrestrain the execution, delivery or performance of this Agreement or any of the
\nother Transaction Documents.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

4.9<\/p>\n<\/td>\n

\n

Broker153s, Finder153s or Similar Fees<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There are no brokerage commissions, finder153s fees or similar fees or
\ncommissions payable by the Purchaser, in connection with the transactions
\ncontemplated hereby based on any agreement, arrangement or understanding with
\nthe Purchaser or any action taken by the Purchaser.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

4.10<\/p>\n<\/td>\n

\n

Inquiries and Access; No Reliance<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company has provided the Purchaser the opportunity to ask questions of
\nthe Company and has provided full access to its facilities and personnel in
\nresponse to any request therefor that the Purchaser and his or its purchaser
\nrepresentative(s), if any, have made, concerning the Company and its activities,
\nand all other matters relating to the operations of the Company and the offering
\nand sale of the Notes. The Purchaser acknowledges that he or it is not relying
\nupon any other investor or any officer, director, stockholder, employee, agent,
\npartner or Affiliate of any such investor in making his or its investment, or
\ndecision to invest, in the Company or in monitoring such investment. In
\naddition, the purchase of the Notes and the consummation of the transactions
\ncontemplated hereunder by the Purchaser are not done in reliance upon any
\nwarranty or representation by, or information from, the Company of any sort,
\noral or written, except the warranties and representations specifically set
\nforth in this Agreement (including the exhibits hereto) and in any certificates
\nrequired to be delivered to the Purchaser by the Company hereunder and
\nthereunder. Such purchase and consummation are instead done entirely on the
\nbasis of the Purchaser153s own investigation, analysis, judgment and assessment of
\nthe present and potential value and earning power of the Company as well as
\nthose representations and warranties by the Company specifically set forth in
\nthis Agreement (including the exhibits hereto) and in any certificates required
\nto be delivered to the Purchaser by the Company hereunder and thereunder. In no
\nrespect does this Section 4.10 limit the representations and warranties
\ncontained in Article III of this Agreement.<\/p>\n<\/p>\n<\/p>\n

– 18 –<\/p>\n

\n

\n

ARTICLE V<\/strong><\/p>\n

\n

CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO
\nCLOSE<\/strong><\/p>\n

\n<\/p>\n

The obligation of each of the Purchasers (i) to purchase the Notes pursuant
\nto the terms of this Agreement and (ii) to perform any obligations hereunder
\nwith respect to the Closing shall be subject to the satisfaction as reasonably
\ndetermined by, or waiver by, each of the Purchasers of the following conditions
\non or before the Closing Date.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

5.1<\/p>\n<\/td>\n

\n

Representations and Warranties<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The representations and warranties of the Company contained in Article III
\nhereof shall be true and correct at and on the Closing Date as if made at and on
\nsuch date.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

5.2<\/p>\n<\/td>\n

\n

Compliance with this Agreement<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company shall have performed and complied with all of its agreements and
\nconditions set forth herein that are required to be performed or complied with
\nby the Company on or before the Closing Date.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

5.3<\/p>\n<\/td>\n

\n

Secretary153s Certificate<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Secretary of the Company shall deliver to each of the Purchasers a
\ncertificate certifying from the Company, in form and substance satisfactory to
\nthe Purchasers, dated the Closing Date and signed by the Secretary of the
\nCompany, certifying (a) as to the Certificate of Incorporation and Bylaws, (b)
\nthat the resolutions of the Board of Directors approving this Agreement and each
\nof the other Transaction Documents to which the Company is a party and the
\ntransactions contemplated hereby and thereby, are all true, complete and correct
\nand remain unamended and in full force and effect and (c) as to the incumbency
\nand specimen signature of each officer of the Company executing this Agreement,
\neach other Transaction Document and any other document delivered in connection
\nherewith on behalf of the Company.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

5.4<\/p>\n<\/td>\n

\n

Consents and Approvals<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except for the Securities Filings, all consents, exemptions, authorizations,
\nor other action by, or notices to, or filings with, Governmental Authorities and
\nother Persons required in respect of all Requirements of Law and with respect to
\nthose Contractual Obligations of the Company that are necessary in connection
\nwith the execution, delivery or performance by, or enforcement against, the
\nCompany of this Agreement and each of the other Transaction Documents shall have
\nbeen obtained and be in full force and effect, and each of the Purchasers shall
\nhave been furnished with appropriate evidence thereof.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

5.5<\/p>\n<\/td>\n

\n

No Application of Anti-Takeover Provisions<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company153s Board of Directors, to the extent permissible under Delaware
\nlaw, shall have taken all necessary action such that any provisions contained in
\nthe Certificate of Incorporation or Delaware law that may apply to business
\ncombinations or other transactions with affiliated stockholders or impact the
\nvoting rights of affiliated stockholders shall not apply to the Purchasers or
\nany of their respective Affiliates, including but not limited to Section 203 of
\nthe Delaware General Corporation Law. The Company shall not have adopted any
\nstockholder rights plan, “poison pill” or similar arrangement, or any
\nanti-takeover provisions under its charter documents, that would trigger any
\nright, obligation or event as a result of the issuance of the Notes or the
\nConversion Securities pursuant hereto and thereto to the Purchasers or the
\nPurchasers153 ownership of such securities, or the accumulation of Company
\nsecurities acquired in the market by the Purchasers or their respective
\nAffiliates.<\/p>\n<\/p>\n<\/p>\n

– 19 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

5.6<\/p>\n<\/td>\n

\n

No Material Judgment or Order<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There shall not be on the Closing Date any Order of a court of competent
\njurisdiction or any ruling of any Governmental Authority or any condition
\nimposed under any Requirement of Law that, in the reasonable judgment of the
\nPurchasers, would prohibit the purchase of the Notes or subject the Purchasers
\nto any penalty or other onerous condition under or pursuant to any Requirement
\nof Law if the Notes were to be purchased hereunder.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

5.7<\/p>\n<\/td>\n

\n

No Litigation<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No action, suit proceeding, claim or dispute shall have been brought or
\notherwise arisen at law, in equity, in arbitration or before any Governmental
\nAuthority against the Company that, if adversely determined, would have,
\nindividually or in the aggregate, a material adverse effect on (i) the ability
\nof the Company to perform its material obligations under this Agreement or any
\nof the other Transaction Documents or (ii) the legality, validity or
\nenforceability of this Agreement or any of the other Transaction Documents.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

5.8<\/p>\n<\/td>\n

\n

Preemptive Rights<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All stockholders of the Company having any preemptive, first refusal or other
\nrights with respect to the issuance of the Notes shall have irrevocably waived
\nthe same in writing.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

5.9<\/p>\n<\/td>\n

\n

No Suspension of Trading<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Trading in the Common shall not have been suspended by the SEC or otherwise.\n<\/p>\n<\/p>\n

ARTICLE VI<\/strong><\/p>\n

\n

CONDITIONS TO THE OBLIGATIONS OF THE COMPANY TO
\nCLOSE<\/strong><\/p>\n

\n<\/p>\n

The obligation of the Company to issue and sell the Notes and the obligation
\nof the Company to perform its other obligations hereunder shall be subject to
\nthe satisfaction as reasonably determined by, or written waiver by, the Company
\nof the following conditions on or before the Closing Date.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

6.1<\/p>\n<\/td>\n

\n

Representations and Warranties<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The representation and warranties of each of the Purchasers contained in
\nArticle IV hereof shall be true and correct at and on the Closing Date as if
\nmade at and on such date.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

6.2<\/p>\n<\/td>\n

\n

Compliance with this Agreement<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each of the Purchasers shall have performed and complied with all of the
\nagreements and conditions set forth herein that are required to be performed or
\ncomplied with by such Purchaser on or before the Closing Date.<\/p>\n<\/p>\n<\/p>\n

– 20 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

6.3<\/p>\n<\/td>\n

\n

No Material Judgment or Order<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There shall not be on the Closing Date any Order of a court of competent
\njurisdiction or any ruling of any Governmental Authority or any condition
\nimposed under any Requirement of Law that, in the reasonable judgment of the
\nCompany, would prohibit the sale of the Notes or subject the Company to any
\npenalty or other onerous condition under or pursuant to any Requirement of Law
\nif the Notes were to be purchased hereunder.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

6.4<\/p>\n<\/td>\n

\n

No Litigation<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No action, suit proceeding, claim or dispute shall have been brought or
\notherwise arisen at law, in equity, in arbitration or before any Governmental
\nAuthority against the Purchasers that, if adversely determined, would have,
\nindividually or in the aggregate, a material adverse effect on (i) the ability
\nof the Purchasers to perform their respective material obligations under this
\nAgreement or any of the other Transaction Documents or (ii) the legality,
\nvalidity or enforceability of this Agreement or any of the other Transaction
\nDocuments.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

6.5<\/p>\n<\/td>\n

\n

Consents and Approvals<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except for the Securities Filings, all consents, exemptions, authorizations,
\nor other action by, or notices to, or filings with, Governmental Authorities and
\nother Persons required in respect of all Requirements of Law and with respect to
\nthose Contractual Obligations of the Purchasers that are necessary in connection
\nwith the execution, delivery or performance by, or enforcement against, the
\nPurchasers of this Agreement shall have been obtained and be in full force and
\neffect, and the Company shall have been furnished with appropriate evidence
\nthereof.<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/p>\n

\n

MISCELLANEOUS<\/strong><\/p>\n

\n<\/p>\n\n\n\n
<\/td>\n\n

7.1<\/p>\n<\/td>\n

\n

Survival of Representations and Warranties<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All of the representations and warranties made herein shall survive the
\nexecution and delivery of this Agreement and expire twenty-four (24) months
\nafter the Closing Date, except for (a) Sections 3.1<\/u> , 3.2<\/u>,
\n3.4<\/u>, 3.7<\/u>, 4.1<\/u>, 4.2<\/u>, 4.4<\/u>, and 4.5<\/u>
\nwhich representations and warranties shall survive indefinitely, and (b)
\nSection 3.12<\/u> , which shall survive until the later to occur of (i) the
\nlapse of the statute of limitations with respect to the assessment of any Tax to
\nwhich such representation and warranty related (including any extensions or
\nwaivers thereof) and (ii) 60 days after the final administrative or judicial
\ndetermination of the Taxes to which such representation and warranty relates,
\nand no Claim with respect to Section 3.12<\/u> may be asserted thereafter with
\nthe exception of Claims arising out of any fact, circumstance, action or
\nproceeding to which the party asserting such Claim shall have given notice to
\nthe other parties to this Agreement prior to the termination of such period of
\nreasonable belief that a tax liability will subsequently arise therefrom.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.2<\/p>\n<\/td>\n

\n

Notices<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All notices, demands and other communications provided for or permitted
\nhereunder shall be made in writing and shall be by registered or certified
\nfirst-class mail, return receipt requested, telecopier, courier service or
\npersonal delivery:<\/p>\n<\/p>\n<\/p>\n

– 21 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

if to the Company:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Transgenomic, Inc.<\/p>\n<\/p>\n

12325 Emmet Street<\/p>\n<\/p>\n

Omaha, Nebraska 68164<\/p>\n<\/p>\n

Attention: Craig J. Tuttle<\/p>\n<\/p>\n

Facsimile: 402-452-5461<\/p>\n<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n<\/p>\n

Husch Blackwell LLP<\/p>\n<\/p>\n

1620 Dodge Street; Suite 2100<\/p>\n<\/p>\n

Omaha, Nebraska 68102<\/p>\n<\/p>\n

Attention: David E. Gardels, Esq.<\/p>\n<\/p>\n

Facsimile: 402-964-5050<\/p>\n<\/p>\n<\/p>\n

and<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

if to the Purchasers:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

c\/o Third Security, LLC<\/p>\n<\/p>\n

1881 Grove Avenue<\/p>\n<\/p>\n

Radford, Virginia 24141<\/p>\n<\/p>\n

Attention: Tad Fisher<\/p>\n<\/p>\n

Facsimile: 540-633-7939<\/p>\n<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n<\/p>\n

Troutman Sanders LLP<\/p>\n<\/p>\n

Troutman Sanders Building<\/p>\n<\/p>\n

1001 Haxall Point<\/p>\n<\/p>\n

Richmond, Virginia 23219<\/p>\n<\/p>\n

Attention: John Owen Gwathmey, Esq.<\/p>\n<\/p>\n

Facsimile: 804-698-5174<\/p>\n<\/p>\n

All such notices and communications shall be deemed to have been duly given
\nwhen delivered by hand, if personally delivered; when delivered by courier, if
\ndelivered by commercial courier service; five (5) Business Days after being
\ndeposited in the mail, postage prepaid, if mailed; and when receipt is
\nmechanically acknowledged, if telecopied.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.3<\/p>\n<\/td>\n

\n

Successors and Assigns; Third Party Beneficiaries<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement shall inure to the benefit of and be binding upon the
\nsuccessors and permitted assigns of the parties hereto. Subject to applicable
\nsecurities laws the Purchasers may assign any of their rights under any of the
\nTransaction Documents to any of their respective Affiliates. The Company may not
\nassign any of their rights under this Agreement without the written consent of
\nthe Purchasers. No person other than the parties hereto and their successors are
\nintended to be beneficiaries of the provisions of this Agreement.<\/p>\n<\/p>\n<\/p>\n

– 22 –<\/p>\n

\n

\n\n\n\n\n\n
<\/td>\n\n

7.4<\/p>\n<\/td>\n

\n

Amendment and Waiver<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

No failure or delay on the part of the Company or Purchasers in exercising
\nany right, power or remedy shall operate as a waiver thereof, nor shall any
\nsingle or partial exercise of any such right, power or rem preclude any other or
\nfurther exercise thereof or the exercise of any other right, power or remedy.
\nThe provided for herein are cumulative and are not exclusive of any remedies
\nthat may be available to the Purchasers at law, in equity or otherwise.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Any amendment, supplement or modification of or to any provision of this
\nAgreement, any waiver of a of this Agreement, and any consent to any departure
\nby the Company or the Purchasers from the terms of any provision of this
\nAgreement, shall be effective (i) only if it is made or given in writing and
\nsigned by the Company and the Purchasers, and (ii) only in the specific instance
\nand for the specific purpose for which made or given. Except where notice is
\nspecifically required by this Agreement, no notice to or demand shall entitle
\nthe Company to any other further notice or demand in similar or other
\ncircumstances.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

7.5<\/p>\n<\/td>\n

\n

Counterparts; Facsimile<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement may be executed in any number of counterparts and by the
\nparties hereto in separate counterparts, each of which when so executed shall be
\ndeemed to be an original and all of which taken together shall constitute one
\nand the same agreement, and may be delivered to the other parties hereto by
\nfacsimile or similar electronic means.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.6<\/p>\n<\/td>\n

\n

Headings<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The headings in this Agreement are for convenience of reference only and
\nshall not limit or otherwise affect the meaning hereof.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.7<\/p>\n<\/td>\n

\n

Governing Law<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement shall be governed by and construed in accordance with the laws
\nof the State of Delaware, without regard to the principles of conflicts of law
\nthereof.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.8<\/p>\n<\/td>\n

\n

Severability<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If any one or more of the provisions contained herein, or the application
\nthereof in any circumstance, is held invalid, illegal or unenforceable in any
\nrespect for any reason, the validity, legality and enforceability of any such
\nprovision in every other respect and of the remaining provisions hereof shall
\nnot be in any way impaired, unless the provision held invalid, illegal or
\nunenforceable shall substantially impair the benefits of the remaining
\nprovisions hereof.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.9<\/p>\n<\/td>\n

\n

Rules of Construction<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Unless the context otherwise requires, references to sections or subsections
\nrefer to sections or subsections of this Agreement.<\/p>\n<\/p>\n<\/p>\n

– 23 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

7.10<\/p>\n<\/td>\n

\n

Entire Agreement<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement, together with the exhibits and schedules hereto, and the
\nother Transaction Documents are intended by the parties as a final expression of
\ntheir agreement and intended to be a complete and exclusive statement of the
\nagreement and understanding of the parties hereto in respect of the subject
\nmatter contained herein and therein. There are no restrictions, promises,
\nrepresentations, warranties or undertakings, other than those set forth or
\nreferred to herein or therein. This Agreement, together with the exhibits
\nhereto, and the other Transaction Documents supersede all prior agreements and
\nunderstandings between the parties with respect to such subject matter.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.11<\/p>\n<\/td>\n

\n

Publicity; Confidentiality<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

None of the parties hereto shall issue a publicity release or public
\nannouncement or otherwise make any disclosure concerning this Agreement or the
\ntransactions contemplated hereby or the Purchasers without prior approval by the
\nother parties hereto; provided, however<\/em>, that nothing in this Agreement
\nshall restrict the Purchasers or the Company from disclosing information (a)
\nthat is already publicly available, (b) that was known to the Purchasers on a
\nnon-confidential basis prior to its disclosure by the Company, (c) that may be
\nrequired or appropriate in response to any summons or subpoena or in connection
\nwith any litigation, provided<\/em> that the parties will use reasonable
\nefforts to notify the other party in advance of such disclosure so as to permit
\nsuch party to seek a protective order or otherwise contest such disclosure, and
\nsuch other party will use reasonable efforts to cooperate, at the expense of the
\nparty trying to prevent such disclosure, with such party in pursuing any such
\nprotective order, (d) to the Purchasers153 or the Company153s officers, directors,
\nagents, employees, members, partners, controlling persons, auditors or counsel,
\n(e) to Persons from whom releases, consents or approvals are required, or to
\nwhom notice is required to be provided, pursuant to the transactions
\ncontemplated by the Transaction Documents or (f) to the prospective transferee
\nin connection with any contemplated transfer of any of the Notes or the
\nConversion Securities or the capital stock of the Company issuable upon the
\nconversion or exercise thereof. If any announcement is required by law or the
\nrules of any securities exchange or market on which shares of Common are traded
\nto be made by any party hereto, prior to making such announcement such party
\nwill deliver a draft of such announcement to the other party and shall give the
\nother party reasonable opportunity to comment thereon.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.12<\/p>\n<\/td>\n

\n

Further Assurances<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each of the parties shall execute such documents and perform such further
\nacts, at the expense of the requesting party, (including, without limitation,
\nobtaining any consents, exemptions, authorizations or other action by, or giving
\nany notices to, or making any filings with, any Governmental Authority or any
\nother Person) as may be reasonably required or desirable to carry out or to
\nperform the provisions of this Agreement.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

7.13<\/p>\n<\/td>\n

\n

Qualified Financing<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Purchasers covenant and agree that, at the closing of the Qualified
\nFinancing, they will execute and deliver to the Company, as an “investor”
\nthereunder, such stock purchase agreement, investors153 rights agreement and\/or
\nany other agreements as are entered into by the investors in the Qualified
\nFinancing generally; provided<\/em> that the Company agrees that such
\nagreements shall be in a form acceptable to the Purchasers acting reasonably.\n<\/p>\n<\/p>\n<\/p>\n

– 24 –<\/p>\n

\n

\n\n\n\n
<\/td>\n\n

7.14<\/p>\n<\/td>\n

\n

Expenses<\/u>. Each party hereto shall be responsible for its own fees and
\nexpenses associated with this Agreement closing of the transactions contemplated
\nhereby.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]<\/p>\n

\n<\/p>\n

– 25 –<\/p>\n

\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
\nexecuted and delivered by their respective officers hereunto duly authorized on
\nthe date first above written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

COMPANY:<\/p>\n<\/td>\n

\n

TRANSGENOMIC, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Craig J. Tuttle<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Craig J. Tuttle<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Chief Executive Officer and President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

PURCHASERS:<\/p>\n<\/td>\n

\n

THIRD SECURITY SENIOR STAFF 2008 LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

Third Security, LLC, Manager<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Randal J. Kirk<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Randal J. Kirk, Manager<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

THIRD SECURITY STAFF 2010 LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

Third Security, LLC, Manager<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Randal J. Kirk<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Randal J. Kirk, Manager<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

THIRD SECURITY INCENTIVE 2010 LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

Third Security, LLC, Manager<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Randal J. Kirk<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Randal J. Kirk, Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

[Signature Page to Convertible Promissory Note Purchase
\nAgreement]<\/p>\n

\n<\/p>\n

– 26 –<\/p>\n

\n

\n<\/p>\n

SCHEDULE A<\/u><\/p>\n

\n<\/p>\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Third Security Senior Staff 2008 LLC : $1,200,000.00<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Third Security Staff 2010 LLC : $1,200,000.00<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Third Security Incentive 2010 LLC : $600,000.00<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n<\/p>\n

SCHEDULE 3.21(b)<\/u><\/p>\n

\n<\/p>\n

\n<\/p>\n

EXHIBIT A<\/p>\n

\n<\/p>\n

FORM OF NOTE<\/p>\n

\n<\/p>\n

\n<\/p>\n

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE
\nHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
\n“ACT<\/em><\/strong>“), OR UNDER THE SECURITIES LAWS OF APPLICABLE
\nSTATES. THIS NOTE AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON
\nTRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
\nPERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
\nREGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION
\nREQUIREMENTS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
\nFINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
\nOF THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY
\nREQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
\nTO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT
\nAND ALL APPLICABLE STATE SECURITIES LAWS.<\/p>\n<\/p>\n

CONVERTIBLE PROMISSORY NOTE<\/strong><\/p>\n

\n

TRANSGENOMIC, INC.<\/strong><\/p>\n

\n<\/p>\n\n\n\n\n
\n

Principal Amount:<\/strong> ____________<\/p>\n<\/td>\n

\n

Issue Date:<\/strong><\/p>\n<\/td>\n

\n

December 30, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Maturity Date:<\/strong><\/p>\n<\/td>\n

\n

March 31, 2012<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For value received, Transgenomic, Inc.<\/strong>, a Delaware
\ncorporation (the “Company<\/em><\/strong>“), with principal offices at
\n12325 Emmet Street, Omaha, Nebraska 68164, hereby promises to pay in lawful
\nmoney of the United States to ______________________<\/strong>, or
\npermitted registered assigns (“Registered Holder<\/em><\/strong>“),
\nthe principal amount set forth above, together with simple interest on the
\nunpaid principal balance at a rate equal to sixteen percent (16%) per annum,
\ncomputed on the basis of the actual number of days elapsed and a year of 365
\ndays from the “Issue Date<\/em><\/strong>” of this Note set forth
\nabove, until the principal amount and all interest accrued thereon are paid.
\nProvided that this Note has not been earlier converted into Conversion
\nSecurities pursuant to the terms and conditions of Section 2, the unpaid
\nprincipal amount of this Note, together with any then unpaid accrued interest
\n(collectively, the “Note Amount<\/em><\/strong>“), shall be due and
\npayable by the Company on the Maturity Date or such earlier time as provided for
\nin Section 2; provided, further, however, that notwithstanding the foregoing or
\nthe provisions of Section 2, the Note Amount shall be due and payable upon the
\noccurrence of an Event of Default (as defined below).<\/p>\n<\/p>\n

This Note is executed and delivered by the Company pursuant to the terms and
\nconditions of that certain Convertible Promissory Note Purchase Agreement by and
\namong the Company, Registered Holder and certain other parties specified
\ntherein, dated as of the date hereof (as amended, restated, amended and
\nrestated, supplemented or otherwise modified from time to time, the
\n“Purchase Agreement<\/em><\/strong>“), and is subject to the terms and
\nconditions of the Purchase Agreement. The following, together with the Purchase
\nAgreement, is a statement of the rights of Registered Holder and the conditions
\nto which this Note is subject, and to which Registered Holder hereof, by the
\nacceptance of this Note, agrees:<\/p>\n<\/p>\n<\/p>\n

1. DEFINITIONS<\/u><\/strong>. The following definitions shall apply
\nfor all purposes of this Note:<\/p>\n<\/p>\n

(a) “Common Stock<\/em>” <\/strong>means shares of the Company153s
\ncommon stock, $0.01 par value per share.<\/p>\n<\/p>\n<\/p>\n

\n

(b)<\/strong> “Conversion Price” <\/em><\/strong>means the
\nper equity security price paid by the investors for the Company153s equity
\nsecurities issued in the Qualified Financing.<\/p>\n<\/p>\n

(c) “Conversion Securities”<\/strong> means equity securities of the
\nCompany of the same class(es) and series as the equity securities of the Company
\nsold in the Qualified Financing which, for the avoidance of doubt, shall include
\nany warrant(s) and\/or other securities convertible into or exercisable for
\ncapital stock of the Company issued in the Qualified Financing.<\/p>\n<\/p>\n

(d) “Maturity Date”<\/em><\/strong> means March 31, 2012.<\/p>\n<\/p>\n

(e) “Qualified Financing”<\/em><\/strong> means the Company153s first
\nsale or issuance of its equity securities after the date hereof in one
\ntransaction or a series of related transactions (which, for the avoidance of
\ndoubt, may include warrant(s) or other securities convertible into or
\nexercisable for capital stock of the Company) for an aggregate purchase price
\npaid in cash (not including the Note Amount converted pursuant to Section 2) of
\nat least $3,000,000.<\/p>\n<\/p>\n

(f) “Note”<\/em><\/strong> means this Convertible Promissory Note
\n(and all Convertible Promissory Notes issued in exchange, transfer or
\nreplacement hereof).<\/p>\n<\/p>\n

2.<\/strong> CONVERSION, PAYMENT AND TERMINATION OF
\nRIGHTS<\/u><\/strong>.<\/u><\/p>\n<\/p>\n

(a) Conversion or Payment<\/u><\/strong><\/p>\n<\/p>\n

(i) Qualified Financing<\/u><\/strong>. At the closing of the
\nQualified Financing the Note Amount shall automatically, and without further
\naction or consent of Registered Holder, convert into that number of Conversion
\nSecurities that results from dividing the Note Amount by the applicable
\nConversion Price (plus, for the avoidance of doubt, any warrant(s) and\/or other
\nequity securities convertible into or exercisable for capital stock of the
\nCompany that would be issuable in connection with an investment in the Qualified
\nFinancing of the Note Amount). Registered Holder will deliver the original Note
\nto the Company and will execute and deliver to the Company at the closing as an
\n“investor” thereunder such stock purchase agreement, investors153 rights agreement
\nand\/or any other agreements as are entered into by the investors in the
\nQualified Financing generally; provided that the Company agrees such agreements
\nshall be in a form acceptable to Registered Holder acting reasonably.<\/p>\n<\/p>\n

(ii) Maturity Date<\/u><\/strong>. Provided that this Note has not
\npreviously been converted or paid pursuant to Section 2.1(a), the Note Amount
\nshall be due and payable by the Company on the Maturity Date.<\/p>\n<\/p>\n

(iii) Termination of Rights<\/u><\/strong>. All rights with respect
\nto this Note shall terminate upon the issuance of the Conversion Securities to
\nRegistered Holder upon conversion of the Note Amount, whether or not this Note
\nhas been surrendered and whether or not all stock purchase, investors153 rights,
\nco-sale, voting or other agreements have been executed and delivered by
\nRegistered Holder to the Company. Notwithstanding the foregoing, Registered
\nHolder agrees to surrender this Note to the Company for cancellation as soon as
\nis possible following conversion of this Note. Registered Holder shall not be
\nentitled to receive the stock certificate and\/or other instruments representing
\nthe Conversion Securities to be issued upon conversion of this Note until the
\noriginal of this Note is surrendered to the Company or an affidavit of loss is
\nexecuted and provided to the Company and the agreements referenced in this
\nSection 2 have been executed and delivered to the Company.<\/p>\n<\/p>\n<\/p>\n

\n

3. ISSUANCE OF CONVERSION SECURITIES<\/u><\/strong>.<\/u> Subject
\nto Section 2, as soon as practicable after conversion of this Note, the Company
\nat its expense will cause to be issued in the name of and delivered to
\nRegistered Holder, a stock certificate or stock certificates and\/or additional
\ninstruments for the Conversion Securities to which Registered Holder shall be
\nentitled upon such conversion (bearing such legends as may be required by
\napplicable United States and state and federal securities laws in the reasonable
\nopinion of legal counsel of the Company, by the Company153s Certificate of
\nIncorporation or Bylaws, or by any agreement between the Company and Registered
\nHolder). Such conversion shall be deemed to have been made on the date of the
\nclosing of the Qualified Financing and Registered Holder shall be treated for
\nall purposes as the record holder of such Conversion Securities as of such date.
\nNo fractional shares will be issued upon conversion of this Note. If upon any
\nconversion of this Note, a fraction of a share would otherwise result, then in
\nlieu of such fractional share the Company will pay the cash value of that
\nfractional share, calculated on the basis of the applicable Conversion Price.\n<\/p>\n<\/p>\n

4. NO RIGHTS AS STOCKHOLDER<\/u><\/strong>.<\/u> This Note does
\nnot entitle Registered Holder to any voting rights or other rights as a
\nstockholder of the Company, unless and until (and only to the extent that) this
\nNote is actually converted into Conversion Securities in accordance with its
\nterms. In the absence of conversion of this Note, no provisions of this Note,
\nand no enumeration herein of the rights or privileges of Registered Holder,
\nshall cause Registered Holder to be a stockholder of the Company for any
\npurpose.<\/p>\n<\/p>\n

5. DEFAULT<\/u><\/strong>.<\/p>\n<\/p>\n

(a) An “Event of Default”<\/em><\/strong> will be deemed to have
\noccurred upon any of the following events:<\/p>\n<\/p>\n

(i) the Company153s failure to pay to Registered Holder any amount of principal
\nor interest when and as due under this Note, upon receipt of written notice of
\nsuch failure from Registered Holder;<\/p>\n<\/p>\n

(ii) a receiver is appointed for any material part of the Company153s property,
\nthe Company makes a general assignment for the benefit of creditors, the Company
\nvoluntarily initiates an action under the U.S. Bankruptcy Code as a debtor, or
\nthe Company is involuntarily made the subject (as a debtor or alleged debtor) of
\nan action under the U.S. Bankruptcy Code or becomes the subject of any other
\nbankruptcy or similar proceeding for the general adjustment of its debts, which
\ninvoluntary action is not terminated or otherwise disposed of without a judgment
\nagainst the Company within thirty (30) days of its initiation; or<\/p>\n<\/p>\n

(iii) the Company breaches any material representation, warranty, covenant or
\nother term or condition of this Note or the Purchase Agreement, except, in the
\ncase of a breach of a covenant which is curable, only if such breach continues
\nfor a period of at least fifteen (15) calendar days.<\/p>\n<\/p>\n

(b) From and after the occurrence of an Event of Default, the Note Amount
\nshall bear simple interest at a rate equal to twenty percent (20%) per annum,
\nuntil the Note Amount shall have been paid in full. Upon the occurrence of any
\nEvent of Default, Registered Holder may, at such Registered Holder153s sole
\noption, declare all or any portion of the Note Amount due and payable in full;
\nprovided, that in the event of an Event of Default under Section 5.1(b) above,
\nthe Note Amount and all other sums payable hereunder shall become and be
\nimmediately due and payable in full without any action on the part of Registered
\nHolder.<\/p>\n<\/p>\n<\/p>\n

\n

6. NO PREPAYMENT<\/u><\/strong>. The Company may not, at any time
\nprior to conversion of this Note under Section 2, prepay in whole or in part the
\nunpaid balance of this Note, without the prior written consent of Registered
\nHolder.<\/p>\n<\/p>\n

7. WAIVERS<\/u><\/strong>. No failure or delay on the part of
\nRegistered Holder in the exercise of any power, right or privilege hereunder
\nshall operate as a waiver thereof, nor shall any single or partial exercise of
\nany such power, right or privilege preclude other or further exercise thereof or
\nof any other right, power or privilege. To the maximum extent permitted by law,
\nthe Company and all endorsers of this Note hereby waive demand, notice,
\npresentment, protest, notice of dishonor, and all other demands and notices in
\nconnection with the delivery, acceptance, performance, default or enforcement of
\nthis Note.<\/p>\n<\/p>\n

8. TRANSFER<\/u><\/strong>. This Note, any Conversion Securities
\nissued upon conversion of this Note and any capital stock of the Company
\nissuable upon the conversion or exercise thereof may be offered, sold, assigned
\nor transferred by Registered Holder without the consent of the Company, subject
\nonly to applicable securities laws. The rights and obligations of the Company
\nand Registered Holder under this Note shall be binding upon and benefit their
\nrespective permitted successors, assigns, heirs, administrators and transferees.\n<\/p>\n<\/p>\n

9. Representations and Warranties of the Company<\/u><\/strong>. The
\nCompany hereby represents and warrants to Registered Holder as follows:<\/p>\n<\/p>\n

(a) The Company (a) is a corporation duly organized, validly existing and in
\ngood standing under the laws of the State of Delaware; (b) has all requisite
\ncorporate power and authority to own and operate its property, to lease the
\nproperty it operates as lessee and to conduct the business in which it is
\ncurrently, or is currently proposed to be, engaged; and (c) has the corporate
\npower and authority to execute, deliver and perform its obligations under this
\nNote.<\/p>\n<\/p>\n

(b) The execution, delivery and performance by the Company of this Note (a)
\nhave been duly authorized by all necessary corporate action of the Company; (b)
\ndo not contravene the terms of the Company153s Certificate of Incorporation or the
\nBylaws; and (c) do not violate, conflict with or result in any breach or
\ncontravention of, or the creation of any lien under, any contractual obligation
\nor the judgment, injunction, writ, award, decree or order of any nature of any
\ngovernmental authority against, or binding upon, the Company, in each case in
\nthis clause (c), individually or in the aggregate, as would have a material
\nadverse effect on the Company.<\/p>\n<\/p>\n

10. Representations and Warranties of Registered
\nHolder<\/u><\/strong>. Registered Holder hereby represents and warrants to the
\nCompany as follows:<\/p>\n<\/p>\n

(a) This Note, and the Conversion Securities issuable upon conversion thereof
\nare being or will be acquired for its own account and with no intention of
\ndistributing or reselling such securities or any part thereof in any transaction
\nthat would be in violation of the securities laws of the United States of
\nAmerica, or any state, without prejudice, however, to the rights of Registered
\nHolder at all times to sell or otherwise dispose of all or any part of such
\nsecurities under an effective registration statement under the Act, or under an
\nexemption from such registration available under the Act. If Registered Holder
\nshould in the future decide to dispose of any of such securities, Registered
\nHolder understands and agrees that it may do so only in compliance with the Act
\nand applicable state securities laws, as then in effect.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

(b) Registered Holder understands that this Note and the Conversion
\nSecurities will not be registered at the time of their issuance under the Act
\nfor the reason that the sale provided for in this Agreement is exempt pursuant
\nto Section 4(2) of the Act and that the reliance of the Company on such
\nexemption is predicated in part on Registered Holder153s representations set forth
\nherein. Registered Holder represents that it is experienced in evaluating
\ncompanies such as the Company, has such knowledge and experience in financial
\nand business matters as to be capable of evaluating the merits and risks of its
\ninvestment and has the ability to suffer the total loss of its investment.
\nRegistered Holder further represents that it has had the opportunity to ask
\nquestions of and receive answers from the Company concerning the terms and
\nconditions of the offering and to obtain additional information to such
\nRegistered Holder153s satisfaction.<\/p>\n<\/p>\n

(c) Registered Holder is an “accredited investor<\/em><\/strong>”
\nas that term is defined by Rule 501 of Regulation D promulgated under the Act.\n<\/p>\n<\/p>\n

11. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER
\nCOSTS<\/u><\/strong>. If (a) this Note is placed in the hands of an attorney for
\ncollection or enforcement or is collected or enforced through any legal
\nproceeding or Registered Holder otherwise takes action to collect amounts due
\nunder this Note or to enforce the provisions of this Note, or (b) there occurs
\nany bankruptcy, reorganization, receivership of the Company or other proceedings
\naffecting Company creditors153 rights and involving a claim under this Note, then
\nthe Company shall pay the reasonable costs incurred by Registered Holder for
\nsuch collection, enforcement or action or in connection with such bankruptcy,
\nreorganization, receivership or other proceeding, including but not limited to
\nreasonable attorneys fees and disbursements.<\/p>\n<\/p>\n

12. RESERVATION OF STOCK ISSUABLE UPON CONVERSION<\/u><\/strong>.
\nThe Company hereby agrees that, in connection with soliciting board and\/or
\nstockholder approval with respect to the Qualified Financing while this Note
\nremains outstanding, the Company shall reserve a sufficient number of shares of
\nits capital stock for issuance upon conversion of this Note and the exercise
\nand\/or conversion of the Conversion Securities, as applicable, and a sufficient
\nnumber of shares of Common Stock for issuance upon conversion of such shares of
\ncapital stock, if applicable. In connection therewith, (i) such shares of the
\nCompany153s capital stock shall be duly authorized and, when issued or delivered
\nupon (x) conversion of this Note in accordance with the terms of this Note or
\n(y) exercise or conversion of the Conversion Securities in accordance with their
\nterms, shall be validly issued, fully paid and non-assessable, and (ii) if
\napplicable, such shares of Common Stock, when issued or delivered upon the
\nconversion of such capital stock in accordance with the terms of the Company153s
\nCertificate of Incorporation, shall be validly issued, fully paid and
\nnon-assessable.<\/p>\n<\/p>\n

13. GOVERNING LAW<\/u><\/strong>. This Agreement shall be construed
\nand enforced in accordance with, and governed by, the internal laws of the State
\nof Delaware, excluding that body of law applicable to conflicts of laws.<\/p>\n<\/p>\n

14. NOTICES<\/u><\/strong>. Any and all notices required or
\npermitted under this Agreement shall be given in writing and shall be deemed
\neffectively given (i) at the time of personal delivery, if delivered in person;
\n(ii) at the time of transmission by facsimile, addressed to the other party at
\nits facsimile number specified herein (or hereafter modified by subsequent
\nnotice to the parties hereto), with confirmation of receipt made by printed
\nconfirmation sheet verifying successful transmission of the facsimile; (iii) at
\nthe time of transmission by electronic mail, with confirmation of receipt; (iv)
\none business day after deposit with an express overnight courier for United
\nStates deliveries, or two business days after deposit with an international
\nexpress air courier for deliveries outside of the United States, with proof of
\ndelivery from the courier requested; or (v) three business days after deposit in
\nthe United. States mail by certified mail (return receipt requested) for United
\nStates deliveries.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

All notices not delivered personally or by facsimile will be sent with
\npostage and\/or other charges prepaid and properly addressed to the party to be
\nnotified at the address or facsimile number as follows, or at such other address
\nor facsimile number as such other party may designate by one of the indicated
\nmeans of notice herein to the other parties hereto as follows:<\/p>\n<\/p>\n

(i) if to Registered Holder:<\/p>\n<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n<\/p>\n

(ii) if to the Company:<\/p>\n<\/p>\n

Transgenomic, Inc.<\/p>\n<\/p>\n

12325 Emmet Street<\/p>\n<\/p>\n

Omaha, Nebraska 68164<\/p>\n<\/p>\n

Attention: Craig J. Tuttle<\/p>\n<\/p>\n

Facsimile: 402-452-5461<\/p>\n<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n<\/p>\n

Husch Blackwell LLP<\/p>\n<\/p>\n

1620 Dodge Street; Suite 2100<\/p>\n<\/p>\n

Omaha, Nebraska 68102<\/p>\n<\/p>\n

Attention: David E. Gardels, Esq.<\/p>\n<\/p>\n

Facsimile: 402-964-5050<\/p>\n<\/p>\n<\/p>\n

15. AMENDMENTS AND WAIVERS<\/u><\/strong>. Any term of this Note may
\nbe amended and the observance of any term of this Note waived (either generally
\nor in a particular instance and either retroactively or prospectively),
\nincluding without limitation an amendment to extend the Maturity Date, by
\nRegistered Holder and the Company. Any amendment or waiver effected in
\naccordance with this section shall be binding upon any future Registered Holder
\nof this Note, regardless of whether or not such person consents thereto.<\/p>\n<\/p>\n

16. SEVERABILITY<\/u><\/strong>. If one or more provisions of this
\nNote are held to be unenforceable under applicable law, such provision(s) shall
\nbe excluded from this Note and the balance of this Note shall be interpreted as
\nif such provision(s) were so excluded and shall be enforceable in accordance
\nwith its terms.<\/p>\n<\/p>\n

[Remainder of Page Intentionally Left Blank]<\/strong>\n<\/p>\n

\n<\/p>\n

\n

IN WITNESS WHEREOF<\/strong>, the Company has caused this Convertible
\nPromissory Note to be signed in its name as of the date first written above.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

THE COMPANY<\/u><\/strong>:<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

TRANSGENOMIC, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Craig J. Tuttle, Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

ACKNOWLEDGED AND AGREED:<\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

HOLDER<\/u><\/strong>:<\/strong><\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9096],"corporate_contracts_industries":[9514],"corporate_contracts_types":[9560,9569],"class_list":["post-40942","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-transgenomic-inc","corporate_contracts_industries-technology__test","corporate_contracts_types-finance","corporate_contracts_types-finance__notpur"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40942","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40942"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40942"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40942"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40942"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}