{"id":40943,"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-transgenomic-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"convertible-promissory-note-transgenomic-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/convertible-promissory-note-transgenomic-inc.html","title":{"rendered":"Convertible Promissory Note – Transgenomic Inc."},"content":{"rendered":"

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> $1,200,000<\/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 Third Security Senior Staff 2008
\nLLC<\/strong>, or permitted registered assigns (“Registered
\nHolder<\/em><\/strong>“), the principal amount set forth above, together with
\nsimple interest on the unpaid principal balance at a rate equal to sixteen
\npercent (16%) per annum, computed on the basis of the actual number of days
\nelapsed and a year of 365 days from the “Issue Date<\/em><\/strong>”
\nof this Note set forth above, until the principal amount and all interest
\naccrued thereon are paid. Provided that this Note has not been earlier converted
\ninto Conversion Securities pursuant to the terms and conditions of Section 2,
\nthe unpaid principal amount of this Note, together with any then unpaid accrued
\ninterest (collectively, the “Note Amount<\/em><\/strong>“), shall be
\ndue and payable by the Company on the Maturity Date or such earlier time as
\nprovided for in Section 2; provided, further, however, that notwithstanding the
\nforegoing or the provisions of Section 2, the Note Amount shall be due and
\npayable upon the occurrence 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

\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

(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

– 2 –<\/p>\n

\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<\/p>\n

– 3 –<\/p>\n

\n

\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

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

– 4 –<\/p>\n

\n

\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<\/p>\n

– 5 –<\/p>\n

\n

\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

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

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<\/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

– 6 –<\/p>\n

\n

\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

– 7 –<\/p>\n

\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><\/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

\n

\/s\/ Craig J. Tuttle<\/p>\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

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

By: Third Security, LLC, Manager<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
\n

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

\n

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

<\/td>\n\n

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

– 8 –<\/p>\n

\n

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