{"id":43887,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-transgenomic-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-transgenomic-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-transgenomic-inc.html","title":{"rendered":"Registration Rights Agreement – Transgenomic Inc."},"content":{"rendered":"

REGISTRATION RIGHTS AGREEMENT<\/strong><\/p>\n

\n

This Registration Rights Agreement (this “Agreement<\/em>“) is made and
\nentered into as of February 2, 2012, by and among Transgenomic, Inc., a Delaware
\ncorporation (the “Company<\/em>“), and the several signatories hereto.<\/p>\n<\/p>\n

This Agreement is made pursuant to (i) the Securities Purchase Agreement (the
\n“Purchase Agreement<\/em>“), dated as of the date hereof between the Company
\nand each purchaser signatory thereto (each a “Purchaser<\/em>” and
\ncollectively, the “Purchasers<\/em>“) and (ii) the Convertible Promissory
\nNote Purchase Agreement, dated December 30, 2011, by and among the Company and
\neach of the Third Security Holders (as defined below).<\/p>\n<\/p>\n

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
\nAgreement, and for other good and valuable consideration, the receipt and
\nadequacy of which are hereby acknowledged, the Company and each of the Holders
\nagree as follows:<\/p>\n<\/p>\n

1. Definitions<\/u>. Capitalized terms used and not otherwise defined
\nherein that are defined in the Purchase Agreement shall have the meanings given
\nsuch terms in the Purchase Agreement. As used in this Agreement, the following
\nterms shall have the following meanings:<\/p>\n<\/p>\n

“Advice<\/em>” has the meaning set forth in Section 6(d).<\/p>\n<\/p>\n

“Affiliate<\/em>” means, with respect to any person, any other person
\nwhich directly or indirectly controls, is controlled by, or is under common
\ncontrol with, such person.<\/p>\n<\/p>\n

“Agreement<\/em>” has the meaning set forth in the Preamble.<\/p>\n<\/p>\n

“Business Day<\/em>” means a day, other than a Saturday or Sunday, on
\nwhich banks in New York City are open for the general transaction of business.\n<\/p>\n<\/p>\n

“Closing<\/em>” has the meaning set forth in the Purchase Agreement.<\/p>\n<\/p>\n

“Closing Date<\/em>” has the meaning set forth in the Purchase Agreement.\n<\/p>\n<\/p>\n

“Commission<\/em>” means the Securities and Exchange Commission.<\/p>\n<\/p>\n

“Common Stock<\/em>” means the common stock of the Company, par value
\n$0.01 per share, and any securities into which such common stock may hereinafter
\nbe reclassified.<\/p>\n<\/p>\n

“Company<\/em>” has the meaning set forth in the Preamble.<\/p>\n<\/p>\n

“Effective Date<\/em>” means each date that the Registration Statement
\nfiled pursuant to Section 2(a) and any post-effective amendment thereto is
\ndeclared effective by the Commission.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Effectiveness Deadline<\/em>” means, with respect to the Initial
\nRegistration Statement or the New Registration Statement, the 90th<\/sup>
\ncalendar day following the Closing Date (or, in the event the Commission reviews
\nand has written comments to the Initial Registration Statement or the New
\nRegistration Statement, the 120th<\/sup> calendar day following the Closing
\nDate); provided, however,<\/em> that if the Company is notified by the
\nCommission that the Initial Registration Statement or the New Registration
\nStatement will not be reviewed or is no longer subject to further review and
\ncomments, the Effectiveness Deadline as to such Registration Statement shall be
\nthe 3rd<\/sup> Trading Day following the date on which the Company is so
\nnotified if such date precedes the dates otherwise required above;
\nprovided, further<\/em>, that if the Effectiveness Deadline falls on a Saturday,
\nSunday or other day that the Commission is closed for business, the
\nEffectiveness Deadline shall be extended to the next Business Day on which the
\nCommission is open for business.<\/p>\n<\/p>\n

“Effectiveness Period<\/em>” has the meaning set forth in Section 2(b).\n<\/p>\n<\/p>\n

“Event<\/em>” has the meaning set forth in Section 2(c).<\/p>\n<\/p>\n

“Event Date<\/em>” has the meaning set forth in Section 2(c).<\/p>\n<\/p>\n

“Exchange Act<\/em>” means the Securities Exchange Act of 1934, as
\namended, and the rules and regulations promulgated thereunder.<\/p>\n<\/p>\n

“Filing Deadline<\/em>” means, with respect to the Initial Registration
\nStatement required to be filed pursuant to Section 2(a), the 45th<\/sup>
\ncalendar day following the Closing Date; provided, however,<\/em> that if the
\nFiling Deadline falls on a Saturday, Sunday or other day that the Commission is
\nclosed for business, the Filing Deadline shall be extended to the next business
\nday on which the Commission is open for business.<\/p>\n<\/p>\n

“Holder<\/em>” or “Holders<\/em>” means the holder or holders, as the
\ncase may be, from time to time of Registrable Securities.<\/p>\n<\/p>\n

“Indemnified Party<\/em>” has the meaning set forth in Section 5(c).<\/p>\n<\/p>\n

“Indemnifying Party<\/em>” has the meaning set forth in Section 5(c).<\/p>\n<\/p>\n

“Initial Registration Statement<\/em>” means the initial Registration
\nStatement filed pursuant to Section 2(a) of this Agreement.<\/p>\n<\/p>\n

“Liquidated Damages<\/em>” has the meaning set forth in Section
\n2(c).<\/em><\/p>\n<\/p>\n

“Losses<\/em>” has the meaning set forth in Section 5(a).<\/p>\n<\/p>\n

“New Registration Statement<\/em>” has the meaning set forth in Section
\n2(a).<\/p>\n<\/p>\n

“Person<\/em>” means an individual or corporation, partnership, trust,
\nincorporated or unincorporated association, joint venture, limited liability
\ncompany, joint stock company, government (or an agency or subdivision thereof)
\nor other entity of any kind.<\/p>\n<\/p>\n

“Principal Market<\/em>” means the Trading Market on which the Common
\nStock is primarily listed on and quoted for trading, which, as of the Closing
\nDate, shall be the OTC Bulletin Board.<\/p>\n<\/p>\n

“Proceeding<\/em>” means an action, claim, suit, investigation or
\nproceeding (including, without limitation, an investigation or partial
\nproceeding, such as a deposition), whether commenced or threatened.<\/p>\n<\/p>\n\n\n\n\n
\n

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

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

“Prospectus<\/em>” means the prospectus included in a Registration
\nStatement (including, without limitation, a prospectus that includes any
\ninformation previously omitted from a prospectus filed as part of an effective
\nregistration statement in reliance upon Rule 430A promulgated under the
\nSecurities Act), as amended or supplemented by any prospectus supplement, with
\nrespect to the terms of the offering of any portion of the Registrable
\nSecurities covered by a Registration Statement, and all other amendments and
\nsupplements to the Prospectus, including post-effective amendments, and all
\nmaterial incorporated by reference or deemed to be incorporated by reference in
\nsuch Prospectus.<\/p>\n<\/p>\n

“Purchase Agreement<\/em>” has the meaning set forth in the Recitals.<\/p>\n<\/p>\n

“Purchaser<\/em>” or “Purchasers<\/em>” has the meaning set forth in
\nthe Recitals.<\/p>\n<\/p>\n

“Registrable Securities<\/em>” means all of (i) the Shares, (ii) the
\nWarrant Shares, (iii) the Third Security Shares and (iv) any securities issued
\nor issuable upon any stock split, dividend or other distribution,
\nrecapitalization or similar event with respect to the foregoing,
\nprovided<\/em>, that the Holder has completed and delivered to the Company a
\nSelling Stockholder Questionnaire; and provided, further<\/em>, that with
\nrespect to a particular Holder, such Holder153s Shares, Warrant Shares and\/or
\nThird Security Shares shall cease to be Registrable Securities upon the earliest
\nto occur of the following: (A) a sale pursuant to a Registration Statement or
\nRule 144 under the Securities Act (in which case, only such security sold by the
\nHolder shall cease to be a Registrable Security); or (B) becoming eligible for
\nresale by the Holder under Rule 144 without the requirement for the Company to
\nbe in compliance with the current public information requirement thereunder and
\nwithout volume or manner-of-sale restrictions, pursuant to a written opinion
\nletter to such effect, addressed, delivered and acceptable to the Transfer
\nAgent.<\/p>\n<\/p>\n

“Registration Statements<\/em>” means any one or more registration
\nstatements of the Company filed under the Securities Act that covers the resale
\nof any of the Registrable Securities pursuant to the provisions of this
\nAgreement (including, without limitation, the Initial Registration Statement,
\nthe New Registration Statement and any Remainder Registration Statements),
\nincluding (in each case) the amendments and supplements to such Registration
\nStatements, including pre- and post-effective amendments thereto, all exhibits
\nand all material incorporated by reference or deemed to be incorporated by
\nreference in such Registration Statements.<\/p>\n<\/p>\n

“Remainder Registration Statement<\/em>” has the meaning set forth in
\nSection 2(a).<\/p>\n<\/p>\n

“Rule 144<\/em>” means Rule 144 promulgated by the Commission pursuant to
\nthe Securities Act, as such Rule may be amended from time to time, or any
\nsimilar rule or regulation hereafter adopted by the Commission having
\nsubstantially the same effect as such Rule.<\/p>\n<\/p>\n

“Rule 415<\/em>” means Rule 415 promulgated by the Commission pursuant to
\nthe Securities Act, as such Rule may be amended from time to time, or any
\nsimilar rule or regulation hereafter adopted by the Commission having
\nsubstantially the same effect as such Rule.<\/p>\n<\/p>\n

“Rule 424<\/em>” means Rule 424 promulgated by the Commission pursuant to
\nthe Securities Act, as such Rule may be amended from time to time, or any
\nsimilar rule or regulation hereafter adopted by the Commission having
\nsubstantially the same effect as such Rule.<\/p>\n<\/p>\n

“SEC Guidance<\/em>” means (i) any publicly-available written or oral
\nguidance, comments, requirements or requests of the Commission staff, provided,
\nthat any such oral guidance, comments, requirements or requests are reduced to
\nwriting by the Commission and (ii) the Securities Act.<\/p>\n<\/p>\n

“Securities Act<\/em>” means the Securities Act of 1933, as amended, and
\nthe rules and regulations promulgated thereunder.<\/p>\n<\/p>\n\n\n\n\n
\n

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

“Selling Stockholder Questionnaire<\/em>” means a questionnaire in the
\nform attached as Annex B<\/u> hereto, or such other form of questionnaire as
\nmay reasonably be adopted by the Company from time to time.<\/p>\n<\/p>\n

“Shares<\/em>” means the shares of Common Stock issued or issuable to the
\nPurchasers pursuant to the Purchase Agreement.<\/p>\n<\/p>\n

“Special Registration Statement<\/em>” means a registration statement
\nrelating to any employee benefit plan on Form S-8 or similar form or, with
\nrespect to any corporate reorganization or other transaction under Rule 145 of
\nthe Securities Act, a registration statement on Form S-4 or similar form.<\/p>\n<\/p>\n

“Third Security Holders<\/em>” means Third Security Senior Staff 2008 LLC,
\nThird Security Staff 2010 LLC, and Third Security Incentive 2010 LLC.<\/p>\n<\/p>\n

“Third Security Purchase Agreement<\/em>” means that certain Convertible
\nPromissory Note Purchase Agreement by and among the Company, Third Security
\nSenior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security
\nIncentive 2010 LLC dated December 30, 2011.<\/p>\n<\/p>\n

“Third Security Shares<\/em>” means (i) the shares of Common Stock
\nissuable upon conversion of the Convertible Promissory Notes issued pursuant to
\nthe Third Security Purchase Agreement and (ii) the shares of Common Stock
\nissuable upon exercise of the Third Security Warrants.<\/p>\n<\/p>\n

“Third Security Warrants<\/em>” means the Warrants to purchase Common
\nStock issuable upon conversion of the Convertible Promissory Notes issued
\npursuant to the Third Security Purchase Agreement.<\/p>\n<\/p>\n

“Trading Day<\/em>” means (i) a day on which the Common Stock is listed or
\nquoted and traded on its Principal Market (other than the OTC Bulletin Board),
\nor (ii) if the Common Stock is not listed on a Trading Market (other than the
\nOTC Bulletin Board), a day on which the Common Stock is traded in the
\nover-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the
\nCommon Stock is not quoted on any Trading Market, a day on which the Common
\nStock is quoted in the over-the-counter market as reported in the “pink sheets”
\nby Pink Sheets LLC (or any similar organization or agency succeeding to its
\nfunctions of reporting prices); provided<\/em>, that in the event that the
\nCommon Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof,
\nthen Trading Day shall mean a Business Day.<\/p>\n<\/p>\n

“Trading Market<\/em>” means whichever of the New York Stock Exchange, the
\nNYSE Amex, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
\nCapital Market or the OTC Bulletin Board on which the Common Stock is listed or
\nquoted for trading on the date in question.<\/p>\n<\/p>\n

“Warrants<\/em>” means the Warrants issued pursuant to the Purchase
\nAgreement.<\/p>\n<\/p>\n

“Warrant Shares<\/em>” means the shares of Common Stock issued or issuable
\nupon exercise of the Warrants.<\/p>\n<\/p>\n\n\n\n\n
\n

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

2. Registration<\/u>.<\/p>\n<\/p>\n

(a) On or prior to the Filing Deadline, the Company shall prepare and file
\nwith the Commission a Registration Statement covering the resale of all of the
\nRegistrable Securities not already covered by an existing and effective
\nRegistration Statement for an offering to be made on a continuous basis pursuant
\nto Rule 415 or, if Rule 415 is not available for offers and sales of the
\nRegistrable Securities, by such other means of distribution of Registrable
\nSecurities as the Holders may reasonably specify (the “Initial Registration
\nStatement<\/em>“). The Initial Registration Statement shall be on Form S-1 (or
\nsuch other form available to register for resale the Registrable Securities as a
\nsecondary offering) subject to the provisions of Section 2(e) and shall contain
\n(except if otherwise required pursuant to written comments received from the
\nCommission upon a review of such Registration Statement) a “Plan of
\nDistribution” section substantially in the form attached hereto as Annex
\nA<\/u> (which may be modified to respond to comments, if any, provided by the
\nCommission). Notwithstanding the registration obligations set forth in this
\nSection 2<\/u>, in the event the Commission informs the Company that all of
\nthe Registrable Securities cannot, as a result of the application of Rule 415,
\nbe registered for resale as a secondary offering on a single registration
\nstatement, the Company agrees to promptly (i) inform each of the Holders thereof
\nand use its commercially reasonable efforts to file amendments to the Initial
\nRegistration Statement as required by the Commission and\/or (ii) withdraw the
\nInitial Registration Statement and file a new registration statement (a
\n“New Registration Statement<\/em>“), in either case covering the maximum
\nnumber of Registrable Securities permitted to be registered by the Commission,
\non Form S-1 or such other form available to register for resale the Registrable
\nSecurities as a secondary offering; provided, however,<\/em> that prior to
\nfiling such amendment or New Registration Statement, the Company shall be
\nobligated to use its commercially reasonable efforts to advocate with the
\nCommission for the registration of all of the Registrable Securities in
\naccordance with SEC Guidance, including without limitation, the Manual of
\nPublicly Available Telephone Interpretations D.29 and Compliance and Disclosure
\nInterpretations. Notwithstanding any other provision of this Agreement and
\nsubject to the payment of liquidated damages in Section 2(c), if any SEC
\nGuidance sets forth a limitation of the number of Registrable Securities
\npermitted to be registered on a particular Registration Statement as a secondary
\noffering (and notwithstanding that the Company used commercially reasonable
\nefforts to advocate with the Commission for the registration of all or a greater
\nnumber of Registrable Securities), unless otherwise directed in writing by a
\nHolder as to its Registrable Securities, the number of Registrable Securities to
\nbe registered on such Registration Statement will first be reduced by the Third
\nSecurity Shares (applied, in the case that some Third Security Shares may be
\nregistered, to the Third Security Holders on a pro rata basis based on the total
\nnumber of unregistered Third Security Shares held by such Third Security
\nHolders), second by the Warrant Shares (applied, in the case that some Warrant
\nShares may be registered, to the Holders on a pro rata basis based on the total
\nnumber of unregistered Warrant Shares held by such Holders) and third by the
\nShares (applied, in the case that some Shares may be registered, to the Holders
\non a pro rata basis based on the total number of unregistered Shares held by
\nsuch Holders), subject to a determination by the Commission that certain Holders
\nmust be reduced first based on the number of Registrable Securities held by such
\nHolders. In the event the Company amends the Initial Registration Statement or
\nfiles a New Registration Statement, as the case may be, under clauses (i) or
\n(ii) above, the Company will use its commercially reasonable efforts to file
\nwith the Commission, as promptly as allowed by Commission or SEC Guidance
\nprovided to the Company or to registrants of securities in general, one or more
\nregistration statements on Form S-1 or such other form available to register for
\nresale those Registrable Securities that were not registered for resale on the
\nInitial Registration Statement, as amended, or the New Registration Statement
\n(the “Remainder Registration Statements<\/em>“). No Holder shall be named as
\nan “underwriter” in any Registration Statement without such Holder153s prior
\nwritten consent.<\/p>\n<\/p>\n\n\n\n\n
\n

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

(b) The Company shall use its commercially reasonable efforts to cause each
\nRegistration Statement or any post-effective amendment thereto to be declared
\neffective by the Commission as soon as practicable and, with respect to the
\nInitial Registration Statement or the New Registration Statement, as applicable,
\nno later than the Effectiveness Deadline (including, with respect to the Initial
\nRegistration Statement or the New Registration Statement, as applicable, filing
\nwith the Commission a request for acceleration of effectiveness in accordance
\nwith Rule 461 promulgated under the Securities Act within five (5) Business Days
\nafter the date that the Company is notified (orally or in writing, whichever is
\nearlier) by the Commission that such Registration Statement will not be
\n“reviewed,” or not be subject to further review and the effectiveness of such
\nRegistration Statement may be accelerated), and, subject to Sections 2(e) and
\n(f), shall use its commercially reasonable efforts to keep each Registration
\nStatement continuously effective under the Securities Act until the earlier of
\n(i) such time as all of the Registrable Securities covered by such Registration
\nStatement have been publicly sold by the Holders or (ii) the date that is one
\n(1) year following the Closing Date (the “Effectiveness Period<\/em>“). The
\nCompany shall promptly notify the Holders via facsimile or electronic mail of
\nthe effectiveness of a Registration Statement or any post-effective amendment
\nthereto on or before the first Trading Day after the date that the Company
\ntelephonically confirms effectiveness with the Commission. The Company shall, by
\n9:30 a.m. New York City time on the first Trading Day after the Effective Date,
\nfile a final Prospectus with the Commission, as required by Rule 424(b).<\/p>\n<\/p>\n

(c) If: (i) the Initial Registration Statement is not filed with the
\nCommission on or prior to the Filing Deadline, (ii) the Initial Registration
\nStatement or the New Registration Statement, as applicable, is not declared
\neffective by the Commission (or otherwise does not become effective) for any
\nreason on or prior to the Effectiveness Deadline or (iii) after its Effective
\nDate and except for the reasons as set forth in Sections 2(e) and (f) and
\nSection 3(h), (A) such Registration Statement ceases for any reason (including,
\nwithout limitation, by reason of a stop order or the Company153s failure to update
\nthe Registration Statement), to remain continuously effective as to all
\nRegistrable Securities included in such Registration Statement or (B) the
\nHolders are not permitted to utilize the Prospectus therein to resell such
\nRegistrable Securities for any reason (other than due to a change in the “Plan
\nof Distribution” or the inaccuracy of any information regarding the Holders), in
\neach case, for more than an aggregate of 20 consecutive calendar days or 45
\ncalendar days (which need not be consecutive days) during any 12-month period
\n(other than as a result of a breach of this Agreement by a Holder, due to a
\ncircumstance set forth in Section 2(f) below or a Holder153s failure to return a
\nSelling Stockholder Questionnaire within the time period provided by Section
\n2(d) hereof) (any such failure or breach in clauses (i) through (iii) above
\nbeing referred to as an “Event<\/em>,” and, for purposes of clauses (i) or
\n(ii), the date on which such Event occurs, or for purposes of clause (iii), the
\ndate on which such 20 or 45 calendar day period is exceeded, being referred to
\nas an “Event Date<\/em>“), then in addition to any other rights the Holders
\nmay have hereunder or under applicable law: (x) within five Business Days after
\nan Event Date relating to a failure in clause (i) only, the Company shall pay to
\neach Holder an amount in cash, as liquidated damages and not as a penalty, equal
\nto 1.5% of the aggregate purchase price paid by such Holder pursuant to the
\nPurchase Agreement or the Third Security Purchase Agreement, as applicable, for
\nany Registrable Securities held by such Holder on such Event Date; and (y) on
\neach 30-day anniversary (or pro rata portion thereof) following any Event Date
\n(including, for the avoidance of doubt, a failure in clause (i), in which case
\neach 30-day anniversary shall be measured commencing on the 31st<\/sup> day
\nfollowing such Event Date) until the earlier of (1) the applicable Event is
\ncured or (2) the Registrable Securities are eligible for resale pursuant to Rule
\n144 without manner of sale or volume restrictions, the Company shall pay to each
\nHolder an amount in cash, as liquidated damages and not as a penalty, equal to
\n1.5% of the aggregate purchase price paid by such Holder pursuant to the
\nPurchase Agreement or the Third Security Purchase Agreement, as applicable, for
\nany unregistered Registrable Securities then held by such Holder. The amounts
\npayable pursuant to the foregoing clauses (x) and (y) are referred to
\ncollectively as “Liquidated Damages<\/em>.” The parties agree that (1)
\nnotwithstanding anything to the contrary herein, no Liquidated Damages shall be
\npayable with respect to any period after the expiration of the Effectiveness
\nPeriod and in no event shall the aggregate amount of Liquidated Damages payable
\nto a Holder exceed, in the aggregate, 10% of the aggregate purchase price paid
\nby such Holder pursuant to the Purchase Agreement or the Third Security Purchase
\nAgreement, as applicable and (2) in no event shall the Company be liable in any
\n30-day period for Liquidated Damages under this Agreement in excess of 1.5% of
\nthe aggregate purchase price paid by the Holders pursuant to the Purchase
\nAgreement or the Third Security Purchase Agreement, as applicable. If the
\nCompany fails to pay any Liquidated Damages pursuant to this Section 2(c) in
\nfull within five Business Days after the date payable, the Company will pay
\ninterest thereon at a rate of 1.5% per month (or such lesser maximum amount that
\nis permitted to be paid by applicable law) to the Holder, accruing daily from
\nthe date such Liquidated Damages are due until such amounts, plus all such
\ninterest thereon, are paid in full. Unless otherwise specified in Section 2(c),
\nthe Liquidated Damages pursuant to the terms hereof shall apply on a daily
\npro-rata basis for any portion of a month prior to the cure of an Event, except
\nin the case of the first Event Date. Notwithstanding the foregoing, nothing
\nshall preclude any Holder from pursuing or obtaining any available remedies at
\nlaw, specific performance or other equitable relief with respect to this Section
\n2(c) in accordance with applicable law. The Company shall not be liable for
\nLiquidated Damages under this Agreement as to any Registrable Securities which
\nare not permitted by the Commission to be included in a Registration Statement
\ndue solely to SEC Guidance from the time that it is determined that such
\nRegistrable Securities are not permitted to be registered until such time as the
\nprovisions of this Agreement as to the Remainder Registration Statements
\nrequired to be filed hereunder are triggered, in which case the provisions of
\nthis Section 2(c) shall once again apply, if applicable. In such case, the
\nLiquidated Damages shall be calculated to only apply to the percentage of
\nRegistrable Securities which are permitted in accordance with SEC Guidance to be
\nincluded in such Registration Statement. The Effectiveness Deadline for a
\nRegistration Statement shall be extended without default or Liquidated Damages
\nhereunder in the event that the Company153s failure to obtain the effectiveness of
\nthe Registration Statement on a timely basis results from the failure of a
\nHolder to timely provide the Company with information requested by the Company
\nand necessary to complete the Registration Statement in accordance with the
\nrequirements of the Securities Act (in which the Effectiveness Deadline would be
\nextended with respect to Registrable Securities held by such Holder).<\/p>\n<\/p>\n\n\n\n\n
\n

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

(d) Each Holder agrees to furnish to the Company a completed Selling
\nStockholder Questionnaire not more than ten Trading Days following the date of
\nthis Agreement. At least 10 Trading Days prior to the first anticipated filing
\ndate of a Registration Statement for any registration under this Agreement, the
\nCompany will notify each Holder of the information the Company requires from
\nthat Holder other than the information contained in the Selling Stockholder
\nQuestionnaire, if any, which shall be completed and delivered to the Company
\npromptly upon request and, in any event, within three Trading Days prior to the
\napplicable anticipated filing date. Each Holder further agrees that it shall not
\nbe entitled to be named as a selling securityholder in the Registration
\nStatement or use the Prospectus for offers and resales of Registrable Securities
\nat any time, unless such Holder has returned to the Company a completed and
\nsigned Selling Stockholder Questionnaire and a response to any requests for
\nfurther information as described in the previous sentence. If a Holder of
\nRegistrable Securities returns a Selling Stockholder Questionnaire or a request
\nfor further information, in either case, after its respective deadline, the
\nCompany shall use its commercially reasonable efforts to take such actions as
\nare required to name such Holder as a selling security holder in the
\nRegistration Statement or any pre-effective or post-effective amendment thereto
\nand to include (to the extent not theretofore included) in the Registration
\nStatement the Registrable Securities identified in such late Selling Stockholder
\nQuestionnaire or request for further information. Each Holder acknowledges and
\nagrees that the information in the Selling Stockholder Questionnaire or request
\nfor further information as described in this Section 2(d) will be used by the
\nCompany in the preparation of the Registration Statement and hereby consents to
\nthe inclusion of such information in the Registration Statement.<\/p>\n<\/p>\n

(e) In the event that Form S-3 is not available for the registration of the
\nresale of Registrable Securities hereunder, the Company shall (i) register the
\nresale of the Registrable Securities on Form S-1 and (ii) undertake to register
\nthe Registrable Securities on Form S-3 promptly after such form is available,
\nprovided that the Company shall maintain the effectiveness of the Registration
\nStatement then in effect until such time as a Registration Statement on Form S-3
\ncovering the Registrable Securities has been declared effective by the
\nCommission.<\/p>\n<\/p>\n\n\n\n\n
\n

7<\/p>\n<\/td>\n<\/tr>\n

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

3. Registration Procedures<\/u>.<\/p>\n<\/p>\n

In connection with the Company153s registration obligations hereunder, the
\nCompany shall:<\/p>\n<\/p>\n

(a) Not less than five Trading Days prior to the filing of each Registration
\nStatement and not less than one Trading Day prior to the filing of any related
\nProspectus or any amendment or supplement thereto (except for Annual Reports on
\nForm 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
\nand any similar or successor reports), (i) furnish to the Holder copies of such
\nRegistration Statement, Prospectus or amendment or supplement thereto, as
\nproposed to be filed, which documents will be subject to the review of such
\nHolder (it being acknowledged and agreed that if a Holder does not object to or
\ncomment on the aforementioned documents within such five Trading Day or one
\nTrading Day period, as the case may be, then the Holder shall be deemed to have
\nconsented to and approved the use of such documents) and (ii) use commercially
\nreasonable efforts to cause its officers and directors, counsel and independent
\nregistered public accountants to respond to such inquiries as shall be
\nnecessary, in the reasonable opinion of respective counsel to each Holder, to
\nconduct such review. The Company shall not file any Registration Statement or
\nProspectus or any amendment or supplement thereto in a form to which a Holder
\nreasonably objects in good faith, provided that, the Company is notified of such
\nobjection in writing within the five Trading Day or one Trading Day period
\ndescribed above, as applicable.<\/p>\n<\/p>\n

(b) (i) Subject to Section 2(e) and (f) and Section 3(h), prepare and file
\nwith the Commission such amendments (including post-effective amendments) and
\nsupplements to each Registration Statement and the Prospectus used in connection
\ntherewith as may be necessary to keep such Registration Statement continuously
\neffective as to the applicable Registrable Securities for its Effectiveness
\nPeriod; (ii) cause the related Prospectus to be amended or supplemented by any
\nrequired Prospectus supplement (subject to the terms of this Agreement), and, as
\nso supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as
\npromptly as reasonably practicable to any comments received from the Commission
\nwith respect to each Registration Statement or any amendment thereto and, as
\npromptly as reasonably possible, provide the Holders true and complete copies of
\nall correspondence from and to the Commission relating to such Registration
\nStatement that pertains to the Holders as “Selling Stockholders” but not any
\ncomments that would result in the disclosure to the Holders of material and
\nnon-public information concerning the Company; and (iv) comply with the
\nprovisions of the Securities Act and the Exchange Act with respect to the
\ndisposition of all Registrable Securities covered by a Registration Statement
\nuntil such time as all of such Registrable Securities cease to be Registrable
\nSecurities or shall have been disposed of (subject to the terms of this
\nAgreement) in accordance with the intended methods of disposition by the Holders
\nthereof as set forth in such Registration Statement as so amended or in such
\nProspectus as so supplemented; provided, however,<\/em> that in the event the
\nCompany informs the Holders in writing that it does not satisfy the conditions
\nspecified in Rule 172 and, as a result thereof, the Holders are required to
\ndeliver a Prospectus in connection with any disposition of Registrable
\nSecurities, the Company shall deliver to the Holders a copy of the Prospectus in
\nelectronic format and each such Holder shall be responsible for the delivery of
\nthe Prospectus to the Persons to whom such Holder sells any of the Registrable
\nSecurities, and each Holder agrees to dispose of Registrable Securities in
\ncompliance with the “Plan of Distribution” described in the Registration
\nStatement and otherwise in compliance with applicable federal and state
\nsecurities laws. In the case of amendments and supplements to a Registration
\nStatement which are required to be filed pursuant to this Agreement (including
\npursuant to this Section 3(b)) by reason of the Company filing a report on Form
\n10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the
\nCompany shall have incorporated such report by reference into such Registration
\nStatement, if applicable, or shall file such amendments or supplements with the
\nCommission on the same day on which the Exchange Act report which created the
\nrequirement for the Company to amend or supplement such Registration Statement
\nwas filed.<\/p>\n<\/p>\n\n\n\n\n
\n

8<\/p>\n<\/td>\n<\/tr>\n

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

(c) Notify the Holders (which notice shall, pursuant to clauses (iii) through
\n(v) hereof, be accompanied by an instruction to suspend the use of the
\nProspectus until the requisite changes have been made) as promptly as reasonably
\npracticable via facsimile or electronic mail (and, in the case of (i)(A) below,
\nnot less than one (1) Trading Day prior to such filing) and no later than one
\nTrading Day following the day: (i)(A) when a Prospectus or any Prospectus
\nsupplement or post-effective amendment to a Registration Statement is proposed
\nto be filed; (B) when the Commission notifies the Company whether there will be
\na “review” of such Registration Statement or post-effective amendment and
\nwhenever the Commission comments in writing on any Registration Statement or any
\npost-effective amendment thereto (in which case the Company shall provide to
\neach of the Holders true and complete copies of all comments that pertain to the
\nHolders as a “Selling Stockholder” or to the “Plan of Distribution” and all
\nwritten responses thereto, but not information that the Company believes would
\nconstitute material and non-public information); and (C) with respect to each
\nRegistration Statement or any post-effective amendment thereto, when the same
\nhas become effective; (ii) of any request by the Commission or any other Federal
\nor state governmental authority for amendments or supplements to a Registration
\nStatement or Prospectus or for additional information that pertains to the
\nHolders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the
\nissuance by the Commission or any other federal or state governmental authority
\nof any stop order suspending the effectiveness of a Registration Statement
\ncovering any or all of the Registrable Securities or the initiation of any
\nProceedings for that purpose; (iv) of the receipt by the Company of any
\nnotification with respect to the suspension of the qualification or exemption
\nfrom qualification of any of the Registrable Securities for sale in any
\njurisdiction, or the initiation or threatening of any Proceeding for such
\npurpose and (v) of the occurrence of any event or passage of time that makes the
\nfinancial statements included in a Registration Statement ineligible for
\ninclusion therein or any statement made in such Registration Statement or
\nProspectus or any document incorporated or deemed to be incorporated therein by
\nreference untrue in any material respect or that requires any revisions to such
\nRegistration Statement, Prospectus or other documents so that, in the case of
\nsuch Registration Statement or the Prospectus, as the case may be, it will not
\ncontain any untrue statement of a material fact or omit to state any material
\nfact required to be stated therein or necessary to make the statements therein
\n(in the case of any Prospectus, form of prospectus or supplement thereto, in
\nlight of the circumstances under which they were made), not misleading.<\/p>\n<\/p>\n

(d) Use commercially reasonable efforts to avoid the issuance of, or, if
\nissued, obtain the withdrawal of (i) any order suspending the effectiveness of a
\nRegistration Statement, or (ii) any suspension of the qualification (or
\nexemption from qualification) of any of the Registrable Securities for sale in
\nany jurisdiction, as soon as practicable.<\/p>\n<\/p>\n

(e) If requested by a Holder, furnish to such Holder, without charge, at
\nleast one conformed copy of each Registration Statement and each amendment
\nthereto and all exhibits to the extent requested by such Person (including those
\npreviously furnished or incorporated by reference) promptly after the filing of
\nsuch documents with the Commission; provided<\/em>, that the Company shall
\nhave no obligation to provide any document pursuant to this clause that is
\navailable on the Commission153s EDGAR system.<\/p>\n<\/p>\n

(f) Prior to any resale of Registrable Securities by a Holder, use its
\ncommercially reasonable efforts to register or qualify or cooperate with the
\nselling Holders in connection with the registration or qualification (or
\nexemption from the registration or qualification) of such Registrable Securities
\nfor the resale by the Holder under the securities or Blue Sky laws of such
\njurisdictions within the United States as any Holder reasonably requests in
\nwriting, to keep each registration or qualification (or exemption therefrom)
\neffective during the Effectiveness Period and to do any and all other acts or
\nthings reasonably necessary to enable the disposition in such jurisdictions of
\nthe Registrable Securities covered by each Registration Statement;
\nprovided<\/em>, that the Company shall not be required to qualify generally
\nto do business in any jurisdiction where it is not then so qualified, would
\nsubject the Company to any material tax in any such jurisdiction where it is not
\nthen so subject or file a general consent to service of process in any such
\njurisdiction.<\/p>\n<\/p>\n\n\n\n\n
\n

9<\/p>\n<\/td>\n<\/tr>\n

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

(g) If requested by a Holder, cooperate with such Holder to facilitate the
\ntimely preparation and delivery of certificates representing Registrable
\nSecurities to be delivered to a transferee pursuant to the Registration
\nStatement, which certificates shall be free, to the extent permitted by the
\nPurchase Agreement or the Third Security Purchase Agreement, as applicable, and
\nunder law, of all restrictive legends, and to enable such Registrable Securities
\nto be in such denominations and registered in such names as any such Holders may
\nreasonably request.<\/p>\n<\/p>\n

(h) Following the occurrence of any event contemplated by Section 3(c), as
\npromptly as reasonably practicable, prepare a supplement or amendment, including
\na post-effective amendment, to the affected Registration Statements or a
\nsupplement to the related Prospectus or any document incorporated or deemed to
\nbe incorporated therein by reference, and file any other required document so
\nthat, as thereafter delivered, no Registration Statement nor any Prospectus will
\ncontain an untrue statement of a material fact or omit to state a material fact
\nrequired to be stated therein or necessary to make the statements therein (in
\nthe case of any Prospectus, form of prospectus or supplement thereto, in light
\nof the circumstances under which they were made), not misleading. If the Company
\nnotifies the Holders in accordance with clauses (iii) through (v) of Section
\n3(c) above to suspend the use of any Prospectus until the requisite changes to
\nsuch Prospectus have been made, then the Holders shall suspend use of such
\nProspectus. The Company will use its commercially reasonable efforts to ensure
\nthat the use of the Prospectus may be resumed as promptly as is practicable. The
\nCompany shall be entitled to exercise its right under this Section 3(h) to
\nsuspend the availability of a Registration Statement and Prospectus for a period
\nnot to exceed 45 calendar days (which need not be consecutive days) in any
\n12-month period without incurring liability for Liquidated Damages otherwise
\nrequired pursuant to Section 2(c). For the avoidance of doubt, any period of
\ntime for which the availability of a Registration Statement and Prospectus are
\nsuspended pursuant to Sections 2(e) and (f) shall be disregarded when
\ndetermining the time period allotted under this Section 3(h).<\/p>\n<\/p>\n

(i) The Company may require each selling Holder to furnish to the Company a
\ncertified statement as to (i) the number of shares of Common Stock beneficially
\nowned by such Holder and any Affiliate thereof, (ii) any Financial Industry
\nRegulatory Authority, Inc. (“FINRA<\/em>“) affiliations, (iii) any natural
\npersons who have the power to vote or dispose of the common stock and (iv) any
\nother information as may be requested by the Commission, FINRA or any state
\nsecurities commission. During any periods that the Company is unable to meet its
\nobligations hereunder with respect to the registration of Registrable Securities
\nbecause any Holder fails to furnish such information within five Trading Days of
\nthe Company153s request, any Liquidated Damages that are accruing at such time as
\nto such Holder only shall be tolled and any Event that may otherwise occur
\nsolely because of such delay shall be suspended as to such Holder only, until
\nsuch information is delivered to the Company; provided, however, if the failure
\nof the Holder to furnish the required information results the occurrence of an
\nEvent under 2(c), any Liquidated Damages that are accruing at such time shall be
\ntolled and any such Event that occurs as a result thereof shall be suspended
\nuntil such time as the Holder furnishes such information.<\/p>\n<\/p>\n

(j) The Company shall cooperate with any registered broker through which a
\nHolder proposes to resell its Registrable Securities in effecting a filing with
\nFINRA pursuant to FINRA Rule 5110 as reasonably requested by any such Holder,
\nand the Company shall pay the filing fee required for the first such filing
\nwithin five Business Days of the request therefor.<\/p>\n<\/p>\n\n\n\n\n
\n

10<\/p>\n<\/td>\n<\/tr>\n

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

4. Registration Expenses<\/u>. All fees and expenses incident to the
\nCompany153s performance of or compliance with its obligations under this Agreement
\n(excluding any underwriting discounts and selling commissions and all legal fees
\nand expenses of legal counsel for any Holder) shall be borne by the Company
\nwhether or not any Registrable Securities are sold pursuant to a Registration
\nStatement. The fees and expenses referred to in the foregoing sentence shall
\ninclude, without limitation, (i) all registration and filing fees (including,
\nwithout limitation, fees and expenses (A) with respect to filings required to be
\nmade with any Trading Market on which the Common Stock is then listed for
\ntrading, (B) with respect to compliance with applicable state securities or Blue
\nSky laws (including, without limitation, fees and disbursements of counsel for
\nthe Company in connection with Blue Sky qualifications or exemptions of the
\nRegistrable Securities and determination of the eligibility of the Registrable
\nSecurities for investment under the laws of such jurisdictions as requested by
\nthe Holders) and (C) if not previously paid by the Company pursuant to Section
\n3(j) hereof, with respect to any filing that may be required to be made by any
\nbroker through which a Holder intends to make sales of Registrable Securities
\nwith FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no
\nmore than a customary brokerage commission in connection with such sale, (ii)
\nprinting expenses (including, without limitation, expenses of printing
\ncertificates for Registrable Securities and of printing prospectuses if the
\nprinting of prospectuses is reasonably requested by the Holders of a majority of
\nthe Registrable Securities included in the Registration Statement), (iii)
\nmessenger, telephone and delivery expenses, (iv) fees and disbursements of
\ncounsel for the Company, (v) Securities Act liability insurance, if the Company
\nso desires such insurance, and (vi) fees and expenses of all other Persons
\nretained by the Company in connection with the consummation of the transactions
\ncontemplated by this Agreement. In addition, the Company shall be responsible
\nfor all of its internal expenses incurred in connection with the consummation of
\nthe transactions contemplated by this Agreement (including, without limitation,
\nall salaries and expenses of its officers and employees performing legal or
\naccounting duties), the expense of any annual audit and the fees and expenses
\nincurred in connection with the listing of the Registrable Securities on any
\nsecurities exchange as required hereunder. In no event shall the Company be
\nresponsible for any underwriting, broker or similar fees or commissions of any
\nHolder or any legal fees or other costs of the Holders.<\/p>\n<\/p>\n

5. Indemnification<\/u>.<\/p>\n<\/p>\n

(a) Indemnification by the Company<\/u>. The Company shall, notwithstanding
\nany termination of this Agreement, indemnify, defend and hold harmless each
\nHolder, the officers, directors, agents, partners, members, managers,
\nstockholders, Affiliates and employees of each of them, each Person who controls
\nany such Holder (within the meaning of Section 15 of the Securities Act or
\nSection 20 of the Exchange Act) and the officers, directors, partners, members,
\nmanagers, stockholders, agents and employees of each such controlling Person, to
\nthe fullest extent permitted by applicable law, from and against any and all
\nlosses, claims, damages, liabilities, costs (including, without limitation,
\nreasonable costs of preparation and investigation and reasonable attorneys153
\nfees) and expenses (collectively, “Losses<\/em>“), as incurred, that arise
\nout of or are based upon (i) any untrue or alleged untrue statement of a
\nmaterial fact contained in any Registration Statement, any Prospectus or in any
\namendment or supplement thereto (it being understood that the Holder has
\napproved Annex A<\/u> hereto for this purpose), or arising out of or relating
\nto any omission or alleged omission to state a material fact required to be
\nstated therein or necessary to make the statements therein (in the case of any
\nProspectus or supplement thereto, in light of the circumstances under which they
\nwere made) not misleading or (ii) any violation or alleged violation by the
\nCompany of the Securities Act, the Exchange Act or any state securities law, or
\nany rule or regulation thereunder relating to the offer or sale of the
\nRegistrable Securities pursuant to the Registration Statement or any violation
\nof this Agreement, except to the extent, but only to the extent that (A) such
\nuntrue statements, alleged untrue statements, omissions or alleged omissions are
\nbased solely upon information regarding such Holder furnished in writing to the
\nCompany by such Holder, or to the extent that such information relates to such
\nHolder or such Holder153s proposed method of distribution of Registrable
\nSecurities and was reviewed and approved in writing by such Holder expressly for
\nuse in the Registration Statement, such Prospectus or in any amendment or
\nsupplement thereto (it being understood that each Holder has approved Annex
\nA<\/u> hereto for this purpose) or (B) in the case of an occurrence of an Event
\nof the type specified in Section 3(c)(iii)-(v), related to the use by a Holder
\nof an outdated or defective Prospectus after the Company has notified such
\nHolder in writing that the Prospectus is outdated or defective and prior to the
\nreceipt by such Holder of the Advice contemplated and defined in Section 6(d)
\nbelow, following the receipt of the Advice the misstatement or omission giving
\nrise to such Loss would have been corrected, or (C) any such Losses arise out of
\nthe Purchaser153s (or any other indemnified Person153s) failure to send or give a
\ncopy of the Prospectus or supplement (as then amended or supplemented), if
\nrequired pursuant to Rule 172 under the Securities Act (or any successor rule),
\nto the Persons asserting an untrue statement or alleged untrue statement or
\nalleged untrue statement or omission or alleged omission at or prior to the
\nwritten confirmation of the sale of Registrable Securities to such Person if
\nsuch statement or omission was corrected in such Prospectus or supplement. The
\nCompany shall notify the Holders promptly of the institution, threat or
\nassertion of any Proceeding arising from or in connection with the transactions
\ncontemplated by this Agreement of which the Company is aware. Such indemnity
\nshall remain in full force and effect regardless of any investigation made by or
\non behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive
\nthe transfer of the Registrable Securities by the Holders.<\/p>\n<\/p>\n\n\n\n\n
\n

11<\/p>\n<\/td>\n<\/tr>\n

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

(b) Indemnification by Holders<\/u>. Each Holder shall, severally and not
\njointly, indemnify and hold harmless the Company, its directors, officers,
\nagents, stockholders, Affiliates and employees, each Person who controls the
\nCompany (within the meaning of Section 15 of the Securities Act and Section 20
\nof the Exchange Act), and the directors, officers, agents or employees of such
\ncontrolling Persons, to the fullest extent permitted by applicable law, from and
\nagainst all Losses, as incurred, arising out of or are based solely upon any
\nuntrue or alleged untrue statement of a material fact contained in any
\nRegistration Statement, any Prospectus, or in any amendment or supplement
\nthereto, or arising out of or relating to any omission or alleged omission of a
\nmaterial fact required to be stated therein or necessary to make the statements
\ntherein (in the case of any Prospectus, or supplement thereto, in light of the
\ncircumstances under which they were made) not misleading (i) to the extent, but
\nonly to the extent, that such untrue statements or omissions are based upon
\ninformation regarding such Holder furnished in writing to the Company by such
\nHolder expressly for use therein or (ii) to the extent that such information
\nrelates to such Holder or such Holder153s proposed method of distribution of
\nRegistrable Securities and was reviewed and approved in writing by such Holder
\nexpressly for use in a Registration Statement (it being understood that the
\nHolder has approved Annex A<\/u> hereto for this purpose), such Prospectus or
\nin any amendment or supplement thereto or (iii) in the case of an occurrence of
\nan event of the type specified in Section 3(c)(iii)-(v), to the extent, but only
\nto the extent, related to the use by such Holder of an outdated or defective
\nProspectus after the Company has notified such Holder in writing that the
\nProspectus is outdated or defective and prior to the receipt by such Holder of
\nthe Advice contemplated in Section 6(d). In no event shall the liability of any
\nselling Holder hereunder be greater in amount than the dollar amount of the net
\nproceeds received by such Holder upon the sale of the Registrable Securities
\ngiving rise to such indemnification obligation.<\/p>\n<\/p>\n

(c) Conduct of Indemnification Proceedings<\/u>. If any Proceeding shall be
\nbrought or asserted against any Person entitled to indemnity hereunder (an
\n“Indemnified Party<\/em>“), such Indemnified Party shall promptly notify the
\nPerson from whom indemnity is sought (the “Indemnifying Party<\/em>“) in
\nwriting, and the Indemnifying Party shall have the right to assume the defense
\nthereof, including the employment of counsel reasonably satisfactory to the
\nIndemnified Party and the payment of all reasonable fees and expenses incurred
\nin connection with defense thereof, provided<\/em>, that the failure of any
\nIndemnified Party to give such notice shall not relieve the Indemnifying Party
\nof its obligations or liabilities pursuant to this Agreement, except (and only)
\nto the extent that it shall be finally determined by a court of competent
\njurisdiction (which determination is not subject to appeal or further review)
\nthat such failure shall have materially and adversely prejudiced the
\nIndemnifying Party.<\/p>\n<\/p>\n\n\n\n\n
\n

12<\/p>\n<\/td>\n<\/tr>\n

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

An Indemnified Party shall have the right to employ separate counsel in any
\nsuch Proceeding and to participate in the defense thereof, but the fees and
\nexpenses of such counsel shall be at the expense of such Indemnified Party or
\nParties unless: (1) the Indemnifying Party has agreed in writing to pay such
\nfees and expenses; (2) the Indemnifying Party shall have failed promptly to
\nassume the defense of such Proceeding and to employ counsel reasonably
\nsatisfactory to such Indemnified Party in any such Proceeding; or (3) the named
\nparties to any such Proceeding (including any impleaded parties) include both
\nsuch Indemnified Party and the Indemnifying Party, and such Indemnified Party
\nshall have been advised by counsel that a conflict of interest exists if the
\nsame counsel were to represent such Indemnified Party and the Indemnifying Party
\n(in which case, if such Indemnified Party notifies the Indemnifying Party in
\nwriting that it elects to employ separate counsel at the expense of the
\nIndemnifying Party, the Indemnifying Party shall not have the right to assume
\nthe defense thereof and such counsel shall be at the expense of the Indemnifying
\nParty); provided<\/em>, that the Indemnifying Party shall not be liable for
\nthe fees and expenses of more than one separate firm of attorneys at any time
\nfor all Indemnified Parties. The Indemnifying Party shall not be liable for any
\nsettlement of any such Proceeding effected without its prior written consent,
\nwhich consent shall not be unreasonably withheld, delayed or conditioned. No
\nIndemnifying Party shall, without the prior written consent of the Indemnified
\nParty, effect any settlement of any pending Proceeding in respect of which any
\nIndemnified Party is a party, unless such settlement includes an unconditional
\nrelease of such Indemnified Party from all liability on claims that are the
\nsubject matter of such Proceeding and such settlement does not include any
\nnon-monetary limitation on the actions of any Indemnified Party or any of its
\naffiliates or any admission of fault or liability on behalf of any such
\nIndemnified Party.<\/p>\n<\/p>\n

Subject to the terms of this Agreement, all fees and expenses of the
\nIndemnified Party (including reasonable fees and expenses to the extent incurred
\nin connection with investigating or preparing to defend such Proceeding in a
\nmanner not inconsistent with this Section 5) shall be paid to the Indemnified
\nParty, as incurred, within 20 Trading Days of written notice thereof to the
\nIndemnifying Party; provided<\/em>, that the Indemnified Party shall promptly
\nreimburse the Indemnifying Party for that portion of such fees and expenses
\napplicable to such actions for which such Indemnified Party is finally
\njudicially determined to not be entitled to indemnification hereunder). The
\nfailure to deliver written notice to the Indemnifying Party within a reasonable
\ntime of the commencement of any such action shall not relieve such Indemnifying
\nParty of any liability to the Indemnified Party under this Section 5, except to
\nthe extent that the Indemnifying Party is materially and adversely prejudiced in
\nits ability to defend such action.<\/p>\n<\/p>\n

(d) Contribution<\/u>. If a claim for indemnification under Section 5(a) or
\n5(b) is unavailable to an Indemnified Party or insufficient to hold an
\nIndemnified Party harmless for any Losses, then each Indemnifying Party, in lieu
\nof indemnifying such Indemnified Party, shall contribute to the amount paid or
\npayable by such Indemnified Party as a result of such Losses, in such proportion
\nas is appropriate to reflect the relative fault of the Indemnifying Party and
\nIndemnified Party in connection with the actions, statements or omissions that
\nresulted in such Losses as well as any other relevant equitable considerations.
\nThe relative fault of such Indemnifying Party and Indemnified Party shall be
\ndetermined by reference to, among other things, whether any action in question,
\nincluding any untrue or alleged untrue statement of a material fact or omission
\nor alleged omission of a material fact, has been taken or made by, or relates to
\ninformation supplied by, such Indemnifying Party or Indemnified Party, and the
\nparties153 relative intent, knowledge, access to information and opportunity to
\ncorrect or prevent such action, statement or omission. The amount paid or
\npayable by a party as a result of any Losses shall be deemed to include, subject
\nto the limitations set forth in this Agreement, any reasonable attorneys153 or
\nother reasonable fees or expenses incurred by such party in connection with any
\nProceeding to the extent such party would have been indemnified for such fees or
\nexpenses if the indemnification provided for in this Section 5 was available to
\nsuch party in accordance with its terms.<\/p>\n<\/p>\n\n\n\n\n
\n

13<\/p>\n<\/td>\n<\/tr>\n

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

The parties hereto agree that it would not be just and equitable if
\ncontribution pursuant to this Section 5(d) were determined by pro rata
\nallocation or by any other method of allocation that does not take into account
\nthe equitable considerations referred to in the immediately preceding paragraph.
\nNotwithstanding the provisions of this Section 5(d), (A) no Holder shall be
\nrequired to contribute, in the aggregate, any amount in excess of the amount by
\nwhich the net proceeds actually received by such Holder from the sale of the
\nRegistrable Securities subject to the Proceeding exceeds the amount of any
\ndamages that such Holder has otherwise been required to pay by reason of such
\nuntrue or alleged untrue statement or omission or alleged omission and (B) no
\ncontribution will be made under circumstances where the maker of such
\ncontribution would not have been required to indemnify the Indemnified Party
\nunder the fault standards set forth in this Section 5. No person guilty of
\nfraudulent misrepresentation (within the meaning of Section 11(f) of the
\nSecurities Act) shall be entitled to contribution from any Person who was not
\nguilty of such fraudulent misrepresentation.<\/p>\n<\/p>\n

The indemnity and contribution agreements contained in this Section 5 are in
\naddition to any liability that the Indemnifying Parties may have to the
\nIndemnified Parties and are not in diminution or limitation of the
\nindemnification provisions under the Purchase Agreement or the Third Security
\nPurchase Agreement, as applicable.<\/p>\n<\/p>\n

6. Miscellaneous<\/u>.<\/p>\n<\/p>\n

(a) Remedies<\/u>. Subject to the limitations set forth elsewhere in this
\nAgreement, in the event of a breach by the Company or by a Holder of any of
\ntheir obligations under this Agreement, each Holder or the Company, as the case
\nmay be, in addition to being entitled to exercise all rights granted by law and
\nunder this Agreement, including recovery of damages, will be entitled to
\nspecific performance of its rights under this Agreement. The Company and each
\nHolder agree that monetary damages would not provide adequate compensation for
\nany losses incurred by reason of a breach by it of any of the provisions of this
\nAgreement and hereby further agrees that, in the event of any action for
\nspecific performance in respect of such breach, it shall waive the defense that
\na remedy at law would be adequate.<\/p>\n<\/p>\n

(b) No Piggyback on Registrations; Prohibition on Filing Other
\nRegistration Statements<\/u>. Neither the Company nor any of its security holders
\n(other than the Holders in such capacity pursuant hereto) may include securities
\nof the Company in a Registration Statement other than the Registrable Securities
\nand the Company shall not prior to the initial Effective Date of the Initial
\nRegistration Statement enter into any new agreement providing any such right to
\nany of its security holders. The Company shall not file with the Commission a
\nregistration statement relating to an offering for its own account under the
\nSecurities Act of any of its equity securities other than a Special Registration
\nStatement until the earlier of (i) the date that the Initial Registration
\nStatement or New Registration Statement, as the case may be, is declared
\neffective or (ii) the date that all Registrable Securities are eligible for
\nresale by non-affiliates without volume or manner of sale restrictions under
\nRule 144 and without the requirement for the Company to be in compliance with
\nthe current public information requirements under Rule 144. For the avoidance of
\ndoubt, the Company shall not be prohibited from preparing and filing with the
\nCommission a registration statement relating to an offering of Common Stock by
\nexisting stockholders of the Company under the Securities Act pursuant to the
\nterms of registration rights held by such stockholder or from filing amendments
\nto registration statements filed prior to the date of this Agreement.<\/p>\n<\/p>\n

(c) Compliance<\/u>. Each Holder covenants and agrees that, in the event
\nthe Company informs such Holder in writing that it does not satisfy the
\nconditions specified in Rule 172 and, as a result thereof, such Holder is
\nrequired to deliver a Prospectus in connection with any disposition of
\nRegistrable Securities, it will comply with the prospectus delivery requirements
\nof the Securities Act as applicable to it (unless an exemption therefrom is
\navailable) in connection with sales of Registrable Securities pursuant to the
\nRegistration Statement, and shall sell the Registrable Securities only in
\naccordance with a method of distribution described in the Registration Statement\n<\/p>\n<\/p>\n\n\n\n\n
\n

14<\/p>\n<\/td>\n<\/tr>\n

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

(d) Discontinued Disposition<\/u>. By its acquisition of Registrable
\nSecurities, the Holder agrees that, upon receipt of a notice from the Company of
\nthe occurrence of any event of the kind described in Section 3(c)(iii)-(v), such
\nHolder will forthwith discontinue disposition of such Registrable Securities
\nunder a Registration Statement until it is advised in writing (the
\n“Advice<\/em>“) by the Company that the use of the applicable Prospectus (as
\nit may have been supplemented or amended) may be resumed. The Company will use
\nits commercially reasonable efforts to ensure that the use of the Prospectus may
\nbe resumed as promptly as is practicable. The Company may provide appropriate
\nstop orders to enforce the provisions of this paragraph.<\/p>\n<\/p>\n

(e) Piggy-Back Registrations<\/u>. If, at any time during the Effectiveness
\nPeriod, there is not an effective Registration Statement covering all of the
\nRegistrable Securities and the Company shall determine to prepare and file with
\nthe Commission a registration statement relating to an offering for its own
\naccount or the account of others under the Securities Act of any of its equity
\nsecurities, other than on a Special Registration Statement, then the Company
\nshall deliver to each Holder a written notice of such determination and, if
\nwithin seven days after the date of the delivery of such notice, any such Holder
\nshall so request in writing, the Company shall include in such registration
\nstatement all or any part of such Registrable Securities such Holder requests to
\nbe registered; provided<\/em>, however<\/em>, that the Company shall not
\nbe required to register any Registrable Securities pursuant to this Section 6(e)
\nthat are (i) eligible for resale pursuant to Rule 144 without the requirement
\nfor the Company to be in compliance with the current public information required
\nthereunder and without volume or manner-of-sale restrictions or (ii) the subject
\nof a then-effective Registration Statement.<\/p>\n<\/p>\n

(f) No Inconsistent Agreements<\/u>. The Company has not entered, as of the
\ndate hereof, nor shall the Company, on or after the date hereof, enter into any
\nagreement with respect to its securities, that would have the effect of
\nimpairing the rights granted to the Holders in this Agreement or otherwise
\nconflicts with the provisions hereof.<\/p>\n<\/p>\n

(g) Amendments and Waivers<\/u>. The provisions of this Agreement,
\nincluding the provisions of this sentence, may not be amended, modified or
\nsupplemented, or waived unless the same shall be in writing and signed by the
\nCompany and each Holder. Notwithstanding the foregoing, a waiver or consent to
\ndepart from the provisions hereof with respect to a matter that relates
\nexclusively to the rights of Holders and that does not directly or indirectly
\naffect the rights of other Holders may be given by Holders of all of the
\nRegistrable Securities to which such waiver or consent relates;
\nprovided<\/em>, however,<\/em> that the provisions of this sentence may not be
\namended, modified, or supplemented except in accordance with the provisions of
\nthe immediately preceding sentence.<\/p>\n<\/p>\n

(h) Notices<\/u>. Any and all notices or other communications or deliveries
\nrequired or permitted to be provided hereunder shall be delivered as set forth
\nin the Purchase Agreement or the Third Security Purchase Agreement, as
\napplicable.<\/p>\n<\/p>\n

(i) Successors and Assigns<\/u>. This Agreement shall inure to the benefit
\nof and be binding upon the successors and permitted assigns of each of the
\nparties and shall inure to the benefit of each Holder. Nothing in this
\nAgreement, express or implied, is intended to confer upon any party other than
\nthe parties hereto or their respective successors and assigns any rights,
\nremedies, obligations, or liabilities under or by reason of this Agreement,
\nexcept as expressly provided in this Agreement. The Company may not assign its
\nrights (except by merger or in connection with another entity acquiring all or
\nsubstantially all of the Company153s assets) or obligations hereunder without the
\nprior written consent of all the Holders of the then outstanding Registrable
\nSecurities. Each Holder may assign its respective rights with respect to any or
\nall of its Shares, Warrant Shares and\/or Third Security Shares hereunder in the
\nmanner and to the Persons as permitted under the Purchase Agreement or the Third
\nSecurity Purchase Agreement, as applicable; provided<\/em> in each case that
\n(i) the Holder agrees in writing with the transferee or assignee to assign such
\nrights and related obligations under this Agreement, and for the transferee or
\nassignee to assume such obligations, and a copy of such agreement is furnished
\nto the Company within a reasonable time after such assignment, (ii) the Company
\nis, within a reasonable time after such transfer or assignment, furnished with
\nwritten notice of the name and address of such transferee or assignee and the
\nsecurities with respect to which such registration rights are being transferred
\nor assigned, (iii) at or before the time the Company received the written notice
\ncontemplated by clause (ii) of this sentence, the transferee or assignee agrees
\nin writing with the Company to be bound by all of the provisions contained
\nherein and (iv) the transferee is an “accredited investor,” as that term is
\ndefined in Rule 501 of Regulation D.<\/p>\n<\/p>\n\n\n\n\n
\n

15<\/p>\n<\/td>\n<\/tr>\n

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

(j) Execution and Counterparts<\/u>. This Agreement may be executed in two
\nor more counterparts, each of which when so executed shall be deemed to be an
\noriginal and, all of which taken together shall constitute one and the same
\nAgreement and shall become effective when counterparts have been signed by each
\nparty and delivered to the other party, it being understood that both parties
\nneed not sign the same counterpart. In the event that any signature is delivered
\nby facsimile transmission or by e-mail delivery of a “.pdf” format data file,
\nsuch signature shall create a valid and binding obligation of the party
\nexecuting (or on whose behalf such signature is executed) with the same force
\nand effect as if such facsimile or “.pdf” signature were the original thereof.\n<\/p>\n<\/p>\n

(k) Governing Law<\/u>. All questions concerning the construction,
\nvalidity, enforcement and interpretation of this Agreement shall be determined
\nin accordance with the provisions of the Purchase Agreement.<\/p>\n<\/p>\n

(l) Cumulative Remedies<\/u>. Except as provided herein, the remedies
\nprovided herein are cumulative and not exclusive of any other remedies provided
\nby law.<\/p>\n<\/p>\n

(m) Severability<\/u>. If any term, provision, covenant or restriction of
\nthis Agreement is held by a court of competent jurisdiction to be invalid,
\nillegal, void or unenforceable, the remainder of the terms, provisions,
\ncovenants and restrictions set forth herein shall remain in full force and
\neffect and shall in no way be affected, impaired or invalidated, and the parties
\nhereto shall use their good faith reasonable efforts to find and employ an
\nalternative means to achieve the same or substantially the same result as that
\ncontemplated by such term, provision, covenant or restriction. It is hereby
\nstipulated and declared to be the intention of the parties that they would have
\nexecuted the remaining terms, provisions, covenants and restrictions without
\nincluding any of such that may be hereafter declared invalid, illegal, void or
\nunenforceable.<\/p>\n<\/p>\n

(n) Headings<\/u>. The headings in this Agreement are for convenience only
\nand shall not limit or otherwise affect the meaning hereof.<\/p>\n<\/p>\n

[signature pages follow]<\/p>\n

\n\n\n\n\n
\n

16<\/p>\n<\/td>\n<\/tr>\n

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

IN WITNESS WHEREOF, the parties have executed this Registration Rights
\nAgreement as of the date first written above.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

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

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

\n

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

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

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

\n

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

IN WITNESS WHEREOF, the parties have executed this Registration Rights
\nAgreement as of the date first written above.<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

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

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

AUTHORIZED SIGNATORY<\/p>\n<\/td>\n<\/tr>\n

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

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

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

Name:<\/p>\n<\/td>\n<\/tr>\n

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

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

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

c\/o:<\/p>\n<\/td>\n

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

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

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

City\/State\/Zip:<\/p>\n<\/td>\n

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

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

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

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

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

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

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

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

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

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

\n

PLAN OF DISTRIBUTION<\/strong><\/p>\n

\n

We are registering the shares of common stock previously issued to the
\nselling stockholders and issuable upon exercise of the warrants previously
\nissued to the selling stockholders to permit the resale of these shares of
\ncommon stock by the holders of the common stock and warrants from time to time
\nafter the date of this prospectus. We will not receive any of the proceeds from
\nthe sale by the selling stockholders of the shares of common stock. We will bear
\nall fees and expenses incident to our obligation to register the shares of
\ncommon stock.<\/p>\n<\/p>\n

The selling stockholders may sell all or a portion of the shares of common
\nstock beneficially owned by them and offered hereby from time to time directly
\nor through one or more underwriters, broker-dealers or agents. If the shares of
\ncommon stock are sold through underwriters or broker-dealers, the selling
\nstockholders will be responsible for underwriting discounts or commissions or
\nagent153s commissions. The shares of common stock may be sold in one or more
\ntransactions at fixed prices, at prevailing market prices at the time of the
\nsale, at varying prices determined at the time of sale, or at negotiated prices.
\nThe selling stockholders will act independently of us in making decisions with
\nrespect to the timing, manner and size of each sale. These sales may be effected
\nin transactions, which may involve crosses or block transactions,<\/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
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

on any national securities exchange or quotation service on which the
\nsecurities may be listed or quoted at the time of sale;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

in the over-the-counter market;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

in transactions otherwise than on these exchanges or systems or in the
\nover-the-counter market;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

through the writing of options, whether such options are listed on an options
\nexchange or otherwise;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

ordinary brokerage transactions and transactions in which the broker-dealer
\nsolicits purchasers;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

block trades in which the broker-dealer will attempt to sell the shares as
\nagent but may position and resell a portion of the block as principal to
\nfacilitate the transaction;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

purchases by a broker-dealer as principal and resale by the broker-dealer for
\nits account;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

an exchange distribution in accordance with the rules of the applicable
\nexchange;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

privately negotiated transactions;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

short sales;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

through the distribution of the common stock by any selling stockholders to
\nits partners, members or stockholders;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

through one or more underwritten offerings on a firm commitment or best
\nefforts basis;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

sales pursuant to Rule 144;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

broker-dealers may agree with the selling stockholders to sell a specified
\nnumber of such shares at a stipulated price per share;<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

a combination of any such methods of sale; and<\/p>\n<\/td>\n<\/tr>\n

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

–<\/p>\n<\/td>\n

\n

any other method permitted pursuant to applicable law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the selling stockholders effect such transactions by selling shares of
\ncommon stock to or through underwriters, broker-dealers or agents, such
\nunderwriters, broker-dealers or agents may receive commissions in the form of
\ndiscounts, concessions or commissions from the selling stockholders or
\ncommissions from purchasers of the shares of common stock for whom they may act
\nas agent or to whom they may sell as principal (which discounts, concessions or
\ncommissions as to particular underwriters, broker-dealers or agents may be in
\nexcess of those customary in the types of transactions involved). In connection
\nwith sales of the shares of common stock or otherwise, the selling stockholders
\nmay enter into hedging transactions with broker-dealers, which may in turn
\nengage in short sales of the shares of common stock in the course of hedging in
\npositions they assume. The selling stockholders may also sell shares of common
\nstock short and deliver shares of common stock covered by this prospectus to
\nclose out short positions and to return borrowed shares in connection with such
\nshort sales. The selling stockholders may also loan or pledge shares of common
\nstock to broker-dealers that in turn may sell such shares.<\/p>\n<\/p>\n

The selling stockholders may pledge or grant a security interest in some or
\nall of the shares of common stock or warrants owned by them and, if they default
\nin the performance of their secured obligations, the pledgees or secured parties
\nmay offer and sell the shares of common stock from time to time pursuant to this
\nprospectus or any amendment to this prospectus under Rule 424(b)(3) or other
\napplicable provision of the Securities Act amending, if necessary, the list of
\nselling stockholders to include the pledgee, transferee or other successors in
\ninterest as selling stockholders under this prospectus. The selling stockholders
\nalso may transfer and donate the shares of common stock in other circumstances
\nin which case the transferees, donees, pledgees or other successors in interest
\nwill be the selling beneficial owners for purposes of this prospectus.<\/p>\n<\/p>\n

The selling stockholders and any broker-dealer participating in the
\ndistribution of the shares of common stock may be deemed to be “underwriters”
\nwithin the meaning of the Securities Act, and any commission paid, or any
\ndiscounts or concessions allowed to, any such broker-dealer may be deemed to be
\nunderwriting commissions or discounts under the Securities Act. At the time a
\nparticular offering of the shares of common stock is made, a prospectus
\nsupplement, if required, will be distributed which will set forth the aggregate
\namount of shares of common stock being offered and the terms of the offering,
\nincluding the name or names of any broker-dealers or agents, any discounts,
\ncommissions and other terms constituting compensation from the selling
\nstockholders and any discounts, commissions or concessions allowed or reallowed
\nor paid to broker-dealers. The selling stockholders may indemnify any
\nbroker-dealer that participates in transactions involving the sale of the shares
\nof common stock against certain liabilities, including liabilities arising under
\nthe Securities Act.<\/p>\n<\/p>\n

Under the securities laws of some states, the shares of common stock may be
\nsold in such states only through registered or licensed brokers or dealers. In
\naddition, in some states the shares of common stock may not be sold unless such
\nshares have been registered or qualified for sale in such state or an exemption
\nfrom registration or qualification is available and is complied with.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There can be no assurance that any selling stockholder will sell any or all
\nof the shares of common stock registered pursuant to the registration statement,
\nof which this prospectus forms a part.<\/p>\n<\/p>\n

The selling stockholders and any other person participating in such
\ndistribution will be subject to applicable provisions of the Exchange Act and
\nthe rules and regulations thereunder, including, without limitation, Regulation
\nM of the Exchange Act, which may limit the timing of purchases and sales of any
\nof the shares of common stock by the selling stockholders and any other
\nparticipating person. Regulation M may also restrict the ability of any person
\nengaged in the distribution of the shares of common stock to engage in
\nmarket-making activities with respect to the shares of common stock. All of the
\nforegoing may affect the marketability of the shares of common stock and the
\nability of any person or entity to engage in market-making activities with
\nrespect to the shares of common stock.<\/p>\n<\/p>\n

We will pay all expenses of the registration of the shares of common stock
\npursuant to the registration rights agreement, estimated to be $______ in total,
\nincluding, without limitation, SEC filing fees and expenses of compliance with
\nstate securities or “Blue Sky” laws; provided<\/em>, however<\/em>, that a
\nselling stockholder will pay all underwriting discounts and selling commissions,
\nif any. We will indemnify the selling stockholders against liabilities,
\nincluding some liabilities under the Securities Act, in accordance with the
\nregistration rights agreement, or the selling stockholders will be entitled to
\ncontribution. We may be indemnified by the selling stockholders against civil
\nliabilities, including liabilities under the Securities Act, that may arise from
\nany written information furnished to us by the selling stockholder specifically
\nfor use in this prospectus, in accordance with the registration rights
\nagreement, or we may be entitled to contribution.<\/p>\n<\/p>\n

Once sold under the registration statement, of which this prospectus forms a
\npart, the shares of common stock will be freely tradable in the hands of persons
\nother than our affiliates.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Annex B<\/u><\/p>\n

\n

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

\n

SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE<\/strong>\n<\/p>\n

\n

The undersigned holder of shares of the common stock, par value $0.01 per
\nshare, of Transgenomic, Inc. (the “Company<\/em>“) understands that the
\nCompany intends to file with the Securities and Exchange Commission a
\nregistration statement on Form S-1 (the “Resale Registration
\nStatemen<\/em>t”) for the registration and the resale under Rule 415 of the
\nSecurities Act of 1933, as amended (the “ Securities Act<\/em>“), of the
\nRegistrable Securities in accordance with the terms of the Registration Rights
\nAgreement. All capitalized terms not otherwise defined herein shall have the
\nmeanings ascribed thereto in the Registration Rights Agreement.<\/p>\n<\/p>\n

In order to sell or otherwise dispose of any Registrable Securities pursuant
\nto the Resale Registration Statement, a holder of Registrable Securities
\ngenerally will be required to be named as a selling stockholder in the related
\nprospectus or a supplement thereto (as so supplemented, the
\n“Prospectus<\/em>“), deliver the Prospectus to purchasers of Registrable
\nSecurities (including pursuant to Rule 172 under the Securities Act) and be
\nbound by the provisions of the Registration Rights Agreement (including certain
\nindemnification provisions, as described below). Holders must complete and
\ndeliver this Notice and Questionnaire in order to be named as selling
\nstockholders in the Prospectus. Holders of Registrable Securities who do
\nnot complete, execute and return this Notice and Questionnaire within three
\nTrading Days following the date of the Registration Rights Agreement (1) will
\nnot be named as selling stockholders in the Resale Registration Statement or the
\nProspectus and (2) may not use the Prospectus for resales of Registrable
\nSecurities.<\/strong><\/p>\n<\/p>\n

Certain legal consequences arise from being named as a selling stockholder in
\nthe Resale Registration Statement and the Prospectus. Holders of Registrable
\nSecurities are advised to consult their own securities law counsel regarding the
\nconsequences of being named or not named as a selling stockholder in the Resale
\nRegistration Statement and the Prospectus.<\/p>\n<\/p>\n

NOTICE<\/strong><\/p>\n

\n

The undersigned holder (the “Selling Stockholder<\/em>“) of Registrable
\nSecurities hereby gives notice to the Company of its intention to sell or
\notherwise dispose of Registrable Securities owned by it and listed below in Item
\n(3), unless otherwise specified in Item (3), pursuant to the Resale Registration
\nStatement. The undersigned, by signing and returning this Notice and
\nQuestionnaire, understands and agrees that it will be bound by the terms and
\nconditions of this Notice and Questionnaire and the Registration Rights
\nAgreement.<\/p>\n<\/p>\n

The undersigned hereby provides the following information to the Company and
\nrepresents and warrants that such information is accurate and complete:<\/p>\n<\/p>\n

QUESTIONNAIRE<\/strong><\/p>\n

\n\n\n\n\n\n\n\n
\n

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

\n

Name.<\/strong><\/p>\n<\/td>\n

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

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

\n

Full Legal Name of Selling Stockholder:<\/p>\n<\/td>\n<\/tr>\n

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

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

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

\n

Full Legal Name of Registered Holder (if not the same as (a) above) through
\nwhich Registrable Securities Listed in Item 3 below are held:<\/p>\n<\/td>\n<\/tr>\n

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

____________________________<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

Full Legal Name of Natural Control Person (which means a natural person who
\ndirectly or indirectly alone or with others has power to vote or dispose of the
\nsecurities covered by the questionnaire):<\/p>\n<\/td>\n<\/tr>\n

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

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

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

\n

Address for Notices to Selling Stockholder:<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Telephone:
\n____________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n

Fax:
\n_________________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n

Contact Person:
\n________________________________________________________________________________________\n<\/p>\n<\/td>\n<\/tr>\n

\n

E-mail address of Contact Person:
\n__________________________________________________________________________<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

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

\n

Beneficial Ownership of Registrable Securities:<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

Type and Number of Registrable Securities beneficially owned:<\/p>\n<\/td>\n<\/tr>\n

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

____________________________<\/p>\n<\/td>\n<\/tr>\n

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

____________________________<\/p>\n<\/td>\n<\/tr>\n

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

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

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

\n

Number of shares of Common Stock to be registered pursuant to this Notice for
\nresale:<\/p>\n<\/td>\n<\/tr>\n

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

____________________________<\/p>\n<\/td>\n<\/tr>\n

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

____________________________<\/p>\n<\/td>\n<\/tr>\n

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

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

4.<\/strong><\/p>\n<\/td>\n

\n

Broker-Dealer Status:<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

\n

Are you a broker-dealer?<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes \u00a8 No \u00a8<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

If “yes” to Section 4(a), did you receive your Registrable Securities as
\ncompensation for investment banking services to the Company?<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes \u00a8 No \u00a8<\/p>\n<\/p>\n\n\n\n
\n

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

\n

If no, the Commission153s staff has indicated that you should be identified as
\nan underwriter in the Registration Statement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Are you an affiliate of a broker-dealer?<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes \u00a8 No \u00a8<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

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

\n

If yes, provide a narrative explanation below:<\/p>\n<\/td>\n<\/tr>\n

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

____________________________<\/p>\n<\/td>\n<\/tr>\n

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

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

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

\n

If you are an affiliate of a broker-dealer, do you certify that you bought
\nthe Registrable Securities in the ordinary course of business, and at the time
\nof the purchase of the Registrable Securities to be resold, you had no
\nagreements or understandings, directly or indirectly, with any person to
\ndistribute the Registrable Securities?<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Yes \u00a8 No \u00a8<\/p>\n<\/p>\n\n\n\n
\n

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

\n

If no, the Commission153s staff has indicated that you should be identified as
\nan underwriter in the Registration Statement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

Beneficial Ownership of Other Securities of the Company Owned by the
\nSelling Stockholder.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Except as set forth below in this Item 5, the undersigned is not the
\nbeneficial or registered owner of any securities of the Company other than the
\nRegistrable Securities listed above in Item 3.<\/em><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Type and amount of other securities beneficially owned:<\/p>\n<\/p>\n

\n___________________________________________________________________________________________________
\n
\n________________________________________________________<\/p>\n<\/p>\n

\n___________________________________________________________________________________________________
\n
\n________________________________________________________<\/p>\n<\/p>\n\n\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

Relationships with the Company:<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

Except as set forth below, neither the undersigned nor any of its
\naffiliates, officers, directors or principal equity holders (owners of 5% of
\nmore of the equity securities of the undersigned) has held any position or
\noffice or has had any other material relationship with the Company (or its
\npredecessors or affiliates) during the past three years.<\/em><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

State any exceptions here:<\/p>\n<\/td>\n<\/tr>\n

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

7.<\/strong><\/p>\n<\/td>\n

\n

Plan of Distribution:<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

The undersigned has reviewed the form of Plan of Distribution attached as
\nAnnex A to the Registration Rights Agreement, and hereby confirms that, except
\nas set forth below, the information contained therein regarding the undersigned
\nand its plan of distribution is correct and complete.<\/em><\/p>\n<\/td>\n<\/tr>\n

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

State any exceptions here:<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

The undersigned agrees to promptly notify the Company of any inaccuracies or
\nchanges in the information provided herein that may occur subsequent to the date
\nhereof and prior to the effective date of any applicable Resale Registration
\nStatement. All notices hereunder and pursuant to the Registration Rights
\nAgreement shall be made in writing, by hand delivery, confirmed or facsimile
\ntransmission, first-class mail or air courier guaranteeing overnight delivery at
\nthe address set forth below. In the absence of any such notification, the
\nCompany shall be entitled to continue to rely on the accuracy of the information
\nin this Notice and Questionnaire.<\/p>\n<\/p>\n

By signing below, the undersigned consents to the disclosure of the
\ninformation contained herein in its answers to Items (1) through (7) above and
\nthe inclusion of such information in the Resale Registration Statement and the
\nProspectus. The undersigned understands that such information will be relied
\nupon by the Company in connection with the preparation or amendment of any such
\nRegistration Statement and the Prospectus.<\/p>\n<\/p>\n

By signing below, the undersigned acknowledges that it understands its
\nobligation to comply, and agrees that it will comply, with the provisions of the
\nExchange Act and the rules and regulations thereunder, particularly Regulation M
\nin connection with any offering of Registrable Securities pursuant to the Resale
\nRegistration Statement. The undersigned also acknowledges that it understands
\nthat the answers to this Questionnaire are furnished for use in connection with
\nRegistration Statements filed pursuant to the Registration Rights Agreement and
\nany amendments or supplements thereto filed with the Commission pursuant to the
\nSecurities Act.<\/p>\n<\/p>\n

By returning this Questionnaire, the undersigned will be deemed to be aware
\nof the foregoing interpretation.<\/p>\n<\/p>\n

I confirm that, to the best of my knowledge and belief, the foregoing
\nstatements (including, without limitation the answers to this Questionnaire) are
\ncorrect.<\/p>\n<\/p>\n

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this
\nQuestionnaire to be executed and delivered either in person or by its duly
\nauthorized agent.<\/p>\n<\/p>\n\n\n\n
\n

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

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

Beneficial Owner:<\/p>\n<\/td>\n

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

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

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

Name:<\/p>\n<\/td>\n<\/tr>\n

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

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/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":[9632,9629],"class_list":["post-43887","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-transgenomic-inc","corporate_contracts_industries-technology__test","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43887","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=43887"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43887"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43887"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43887"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}