REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2011 • Transgenomic Inc • Laboratory analytical instruments • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this 29th day of December, 2010 among Transgenomic, Inc., a Delaware corporation (the “Company”), Third Security Senior Staff 2008 LLC, a Virginia limited liability company (“Senior Staff LLC”), Third Security Staff 2010 LLC, a Virginia limited liability company (“Staff LLC”), and Third Security Incentive 2010 LLC, a Virginia limited liability company (“Incentive LLC” and, together with Senior Staff LLC and Staff LLC, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • January 4th, 2011 • Transgenomic Inc • Laboratory analytical instruments • Delaware
This Security Agreement, dated as of December 29, 2010 (this “Security Agreement”), is made by Transgenomic, Inc., a Delaware corporation (the “Company”), in favor of PGxHealth, LLC, a Delaware limited liability company (together with its successors or assigns, “Secured Party”). Capitalized terms used and not otherwise defined herein are intended to have the meanings given to them in the Purchase Agreement (as defined below).
ContractSublease Agreement • January 4th, 2011 • Transgenomic Inc • Laboratory analytical instruments
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 4th, 2011 • Transgenomic Inc • Laboratory analytical instruments • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 22, 2010, is by and among PGxHealth, LLC, a Delaware limited liability company (the “Seller”), Clinical Data, Inc., a Delaware corporation (the “Seller Parent”), and Transgenomic, Inc., a Delaware corporation (the “Buyer”). Seller, Seller Parent and Buyer are referred to herein collectively as the “Parties” and individually as a “Party”.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • January 4th, 2011 • Transgenomic Inc • Laboratory analytical instruments • Delaware
THIS SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 29th day of December, 2010, by and among Transgenomic, Inc., a Delaware corporation (the “Company”), and Third Security Senior Staff 2008 LLC, a Virginia limited liability company (“Senior Staff LLC”), Third Security Staff 2010 LLC, a Virginia limited liability company (“Staff LLC”), and Third Security Incentive 2010 LLC, a Virginia limited liability company (“Incentive LLC” and, together with Senior Staff LLC and Staff LLC, the “Purchasers”).
NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • January 4th, 2011 • Transgenomic Inc • Laboratory analytical instruments • Delaware
This Noncompetition and Nonsolicitation Agreement (this “Agreement”) is made and entered into as of December 29, 2010 (the “Agreement Date”), by and among PGxHealth, LLC, a Delaware limited liability company (“Seller”), Clinical Data, Inc., a Delaware corporation (“Seller Parent”), and Transgenomic, Inc., a Delaware corporation (“Buyer”). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in the Purchase Agreement (as defined below).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 4th, 2011 • Transgenomic Inc • Laboratory analytical instruments • Delaware
This Amendment (the “Amendment”) to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of November 29, 2010, by and among PGxHealth, LLC, a Delaware limited liability company (“Seller”), Clinical Data, Inc., a Delaware corporation (“Seller Parent”), and Transgenomic, Inc., a Delaware corporation (“Buyer”), amends the Asset Purchase Agreement effective as of this 29th day of December, 2010, as follows:
