Exhibit 10.4


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of February 2, 2012, by and among Transgenomic, Inc.,
a Delaware corporation (the “Company”), and the several signatories hereto.


 


This Agreement is made pursuant
to (i) the Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof between the
Company and each purchaser signatory thereto (each a “Purchaser” and collectively, the “Purchasers”)
and (ii) the Convertible Promissory Note Purchase Agreement, dated December 30, 2011, by and among the Company and each of the
Third Security Holders (as defined below).


 


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


 


1.           Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
has the meaning set forth in Section 6(d).


 


“Affiliate”
means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such person.


 


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


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Closing”
has the meaning set forth in the Purchase Agreement.


 


“Closing Date”
has the meaning set forth in the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.01 per share, and any securities into which such common stock may hereinafter
be reclassified.


 


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


 


“Effective Date”
means each date that the Registration Statement filed pursuant to Section 2(a) and any post-effective amendment thereto is
declared effective by the Commission.


 



    	 



    	 



    

 


“Effectiveness Deadline”
means, with respect to the Initial Registration Statement or the New Registration Statement, the 90th
calendar day following the Closing Date (or, in the event the Commission reviews and has written comments to the Initial Registration
Statement or the New Registration Statement, the 120th calendar day following the
Closing Date); provided, however, that if the Company is notified by the Commission that the Initial Registration Statement
or the New Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness
Deadline as to such Registration Statement shall be the 3rd Trading Day following the date on which the Company is so
notified if such date precedes the dates otherwise required above; provided, further, that if the Effectiveness Deadline
falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended
to the next Business Day on which the Commission is open for business.


 


“Effectiveness Period”
has the meaning set forth in Section 2(b).


 


“Event”
has the meaning set forth in Section 2(c).


 


“Event Date”
has the meaning set forth in Section 2(c).


 


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


 


“Filing Deadline”
means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the 45th
calendar day following the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other
day that the Commission is closed for business, the Filing Deadline shall be extended to the next business day on which the Commission
is open for business.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified Party”
has the meaning set forth in Section 5(c).


 


“Indemnifying Party”
has the meaning set forth in Section 5(c).


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.


 


“Liquidated Damages”
has the meaning set forth in Section 2(c).


 


“Losses”
has the meaning set forth in Section 5(a).


 


“New Registration
Statement” has the meaning set forth in Section 2(a).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Principal Market”
means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Closing Date,
shall be the OTC Bulletin Board.


 


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


 



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“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Purchase Agreement”
has the meaning set forth in the Recitals.


 


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


 


“Registrable Securities”
means all of (i) the Shares, (ii) the Warrant Shares, (iii) the Third Security Shares and (iv) any securities issued or issuable
upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided,
that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that
with respect to a particular Holder, such Holder’s Shares, Warrant Shares and/or Third Security Shares shall cease to be
Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144
under the Securities Act (in which case, only such security sold by the Holder shall cease to be a Registrable Security); or (B) becoming
eligible for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public
information requirement thereunder and without volume or manner-of-sale restrictions, pursuant to a written opinion letter to such
effect, addressed, delivered and acceptable to the Transfer Agent.


 


“Registration Statements”
means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial Registration Statement,
the New Registration Statement and any Remainder Registration Statements), including (in each case) the amendments and supplements
to such Registration Statements, including pre- and post-effective amendments thereto, all exhibits and all material incorporated
by reference or deemed to be incorporated by reference in such Registration Statements.


 


“Remainder Registration
Statement” has the meaning set forth in Section 2(a).


 


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


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff, provided,
that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the Securities
Act.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 



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“Selling Stockholder
Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.


 


“Shares”
means the shares of Common Stock issued or issuable to the Purchasers pursuant to the Purchase Agreement.


 


“Special Registration
Statement” means a registration statement relating to any employee benefit plan on Form S-8 or similar form or, with
respect to any corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration statement on
Form S-4 or similar form.


 


“Third Security
Holders” means Third Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security Incentive 2010
LLC.


 


“Third Security
Purchase Agreement” means that certain Convertible Promissory Note Purchase Agreement by and among the Company, Third
Security Senior Staff 2008 LLC, Third Security Staff 2010 LLC, and Third Security Incentive 2010 LLC dated December 30, 2011.


 


“Third Security
Shares” means (i) the shares of Common Stock issuable upon conversion of the Convertible Promissory Notes issued pursuant
to the Third Security Purchase Agreement and (ii) the shares of Common Stock issuable upon exercise of the Third Security Warrants.


 


“Third Security
Warrants” means the Warrants to purchase Common Stock issuable upon conversion of the Convertible Promissory Notes issued
pursuant to the Third Security Purchase Agreement.


 


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


 


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


 


“Warrants”
means the Warrants issued pursuant to the Purchase Agreement.


 


“Warrant Shares”
means the shares of Common Stock issued or issuable upon exercise of the Warrants.


 



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2.
           Registration.


 


(a)           On
or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the
resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable
Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial
Registration Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register
for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(e) and shall contain (except
if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement)
a “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified
to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section
2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application
of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly
(i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration
Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement
(a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted
to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities
as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company
shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the
Registrable Securities in accordance with SEC Guidance, including without limitation, the Manual of Publicly Available Telephone
Interpretations D.29 and Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement and
subject to the payment of liquidated damages in Section 2(c), if any SEC Guidance sets forth a limitation of the number of Registrable
Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that
the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number
of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable
Securities to be registered on such Registration Statement will first be reduced by the Third Security Shares (applied, in the
case that some Third Security Shares may be registered, to the Third Security Holders on a pro rata basis based on the total number
of unregistered Third Security Shares held by such Third Security Holders), second by the Warrant Shares (applied, in the case
that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant
Shares held by such Holders) and third by the Shares (applied, in the case that some Shares may be registered, to the Holders
on a pro rata basis based on the total number of unregistered Shares held by such Holders), subject to a determination by the
Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the
event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses
(i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed
by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale
on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).
No Holder shall be named as an “underwriter” in any Registration Statement without such Holder’s prior written
consent.


 



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(b)
           The Company shall use its commercially reasonable efforts
to cause each Registration Statement or any post-effective amendment thereto to be declared effective by the Commission as soon
as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later
than the Effectiveness Deadline (including, with respect to the Initial Registration Statement or the New Registration Statement,
as applicable, filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under
the Securities Act within five (5) Business Days after the date that the Company is notified (orally or in writing, whichever is
earlier) by the Commission that such Registration Statement will not be “reviewed,” or not be subject to further review
and the effectiveness of such Registration Statement may be accelerated), and, subject to Sections 2(e) and (f), shall use its
commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier
of (i) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders
or (ii) the date that is one (1) year following the Closing Date (the “Effectiveness Period”). The Company shall
promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement or any post-effective
amendment thereto on or before the first Trading Day after the date that the Company telephonically confirms effectiveness with
the Commission. The Company shall, by 9:30 a.m. New York City time on the first Trading Day after the Effective Date, file a final
Prospectus with the Commission, as required by Rule 424(b).


 


(c)
           If: (i) the Initial Registration Statement is not filed
with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement,
as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior
to the Effectiveness Deadline or (iii) after its Effective Date and except for the reasons as set forth in Sections 2(e) and (f)
and Section 3(h), (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order
or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities
included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable
Securities for any reason (other than due to a change in the “Plan of Distribution” or the inaccuracy of any information
regarding the Holders), in each case, for more than an aggregate of 20 consecutive calendar days or 45 calendar days (which
need not be consecutive days) during any 12-month period (other than as a result of a breach of this Agreement by a Holder, due
to a circumstance set forth in Section 2(f) below or a Holder’s failure to return a Selling Stockholder Questionnaire within
the time period provided by Section 2(d) hereof) (any such failure or breach in clauses (i) through (iii) above being referred
to as an “Event,” and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes
of clause (iii), the date on which such 20 or 45 calendar day period is exceeded, being referred to as an “Event Date”),
then in addition to any other rights the Holders may have hereunder or under applicable law: (x) within five Business Days after
an Event Date relating to a failure in clause (i) only, the Company shall pay to each Holder an amount in cash, as liquidated damages
and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement or the
Third Security Purchase Agreement, as applicable, for any Registrable Securities held by such Holder on such Event Date; and (y)
on each 30-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure
in clause (i), in which case each 30-day anniversary shall be measured commencing on the 31st day following such Event
Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant
to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Holder an amount in cash, as liquidated
damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement
or the Third Security Purchase Agreement, as applicable, for any unregistered Registrable Securities then held by such Holder.
The amounts payable pursuant to the foregoing clauses (x) and (y) are referred to collectively as “Liquidated Damages.”
The parties agree that (1) notwithstanding anything to the contrary herein, no Liquidated Damages shall be payable with respect
to any period after the expiration of the Effectiveness Period and in no event shall the aggregate amount of Liquidated Damages
payable to a Holder exceed, in the aggregate, 10% of the aggregate purchase price paid by such Holder pursuant to the Purchase
Agreement or the Third Security Purchase Agreement, as applicable and (2) in no event shall the Company be liable in any 30-day
period for Liquidated Damages under this Agreement in excess of 1.5% of the aggregate purchase price paid by the Holders pursuant
to the Purchase Agreement or the Third Security Purchase Agreement, as applicable. If the Company fails to pay any Liquidated Damages
pursuant to this Section 2(c) in full within five Business Days after the date payable, the Company will pay interest thereon at
a rate of 1.5% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing
daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. Unless
otherwise specified in Section 2(c), the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis
for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing,
nothing shall preclude any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable
relief with respect to this Section 2(c) in accordance with applicable law. The Company shall not be liable for Liquidated
Damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration
Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to
be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed
hereunder are triggered, in which case the provisions of this Section 2(c) shall once again apply, if applicable. In such case,
the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance
with SEC Guidance to be included in such Registration Statement.  The Effectiveness Deadline for a Registration Statement
shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness
of the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information
requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities
Act (in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Holder).


 



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


 


(e)
           In the event that Form S-3 is not available for the registration
of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form
S-1 and (ii) undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that
the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement
on Form S-3 covering the Registrable Securities has been declared effective by the Commission.


 



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3.
           Registration Procedures.


 


In connection with the Company’s
registration obligations hereunder, the Company shall:


 


(a)
           Not less than five Trading Days prior to the filing of
each Registration Statement and not less than one Trading Day prior to the filing of any related Prospectus or any amendment or
supplement thereto (except for Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
and any similar or successor reports), (i) furnish to the Holder copies of such Registration Statement, Prospectus or amendment
or supplement thereto, as proposed to be filed, which documents will be subject to the review of such Holder (it being acknowledged
and agreed that if a Holder does not object to or comment on the aforementioned documents within such five Trading Day or one Trading
Day period, as the case may be, then the Holder shall be deemed to have consented to and approved the use of such documents) and
(ii) use commercially reasonable efforts to cause its officers and directors, counsel and independent registered public accountants
to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct
such review. The Company shall not file any Registration Statement or Prospectus or any amendment or supplement thereto in a form
to which a Holder reasonably objects in good faith, provided that, the Company is notified of such objection in writing within
the five Trading Day or one Trading Day period described above, as applicable.


 


(b)
            (i) Subject to Section 2(e) and (f) and Section 3(h),
prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended
or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended,
to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission
with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders
true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains
to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders of
material and non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of
such Registrable Securities cease to be Registrable Securities or shall have been disposed of (subject to the terms of this Agreement)
in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so
amended or in such Prospectus as so supplemented; provided, however, that in the event the Company informs the Holders in
writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver
a Prospectus in connection with any disposition of Registrable Securities, the Company shall deliver to the Holders a copy of the
Prospectus in electronic format and each such Holder shall be responsible for the delivery of the Prospectus to the Persons to
whom such Holder sells any of the Registrable Securities, and each Holder agrees to dispose of Registrable Securities in compliance
with the “Plan of Distribution” described in the Registration Statement and otherwise in compliance with applicable
federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to
be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form
10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by
reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the Commission on
the same day on which the Exchange Act report which created the requirement for the Company to amend or supplement such Registration
Statement was filed.


 



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(c)           Notify the Holders (which notice shall, pursuant to clauses
(iii) through (v) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have
been made) as promptly as reasonably practicable via facsimile or electronic mail (and, in the case of (i)(A) below, not less than
one (1) Trading Day prior to such filing) and no later than one Trading Day following the day: (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement or post-effective amendment and
whenever the Commission comments in writing on any Registration Statement or any post-effective amendment thereto (in which case
the Company shall provide to each of the Holders true and complete copies of all comments that pertain to the Holders as a “Selling
Stockholder” or to the “Plan of Distribution” and all written responses thereto, but not information that the
Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement
or any post-effective amendment thereto, when the same has become effective; (ii) of any request by the Commission or any other
Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information that pertains to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii)
of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration
Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may
be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light
of the circumstances under which they were made), not misleading.


 


(d)           Use commercially reasonable efforts to avoid the issuance
of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction,
as soon as practicable.


 


(e)           If requested by a Holder, furnish to such Holder, without
charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested
by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents
with the Commission; provided, that the Company shall have no obligation to provide any document pursuant to this clause
that is available on the Commission’s EDGAR system.


 


(f)           Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, would subject
the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service
of process in any such jurisdiction.


 



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(g)           If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement or the Third Security Purchase Agreement, as applicable, and under law, of all
restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any
such Holders may reasonably request.


 


(h)           Following
the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable, prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter
delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of
prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading. If the Company notifies
the Holders in accordance with clauses (iii) through (v) of Section 3(c) above to suspend the use of any Prospectus until the
requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use
its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The
Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of a Registration Statement
and Prospectus for a period not to exceed 45 calendar days (which need not be consecutive days) in any 12-month period without
incurring liability for Liquidated Damages otherwise required pursuant to Section 2(c). For the avoidance of doubt, any period
of time for which the availability of a Registration Statement and Prospectus are suspended pursuant to Sections 2(e) and (f)
shall be disregarded when determining the time period allotted under this Section 3(h).


 


(i)           The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common
Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority, Inc. (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the common stock and (iv) any other information
as may be requested by the Commission, FINRA or any state securities commission. During any periods that the Company is unable
to meet its obligations hereunder with respect to the registration of Registrable Securities because any Holder fails to furnish
such information within five Trading Days of the Company’s request, any Liquidated Damages that are accruing at such time
as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended
as to such Holder only, until such information is delivered to the Company; provided, however, if the failure of the Holder to
furnish the required information results the occurrence of an Event under 2(c), any Liquidated Damages that are accruing at such
time shall be tolled and any such Event that occurs as a result thereof shall be suspended until such time as the Holder furnishes
such information.


 


(j)           The
Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as reasonably requested by any such Holder, and the Company shall pay the filing
fee required for the first such filing within five Business Days of the request therefor.


 



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4.
           Registration Expenses. All fees and expenses incident
to the Company’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts
and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be borne by the Company whether
or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B)
with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees and disbursements
of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination
of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders)
and (C) if not previously paid by the Company pursuant to Section 3(j) hereof, with respect to any filing that may be required
to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule
5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing
expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities included in
the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company,
(v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the
Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for
any underwriting, broker or similar fees or commissions of any Holder or any legal fees or other costs of the Holders.


 


5.
           Indemnification.


 


(a)
           Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers, directors, agents,
partners, members, managers, stockholders, Affiliates and employees of each of them, each Person who controls any such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners,
members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs
of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved
Annex A hereto for this purpose), or arising out of or relating to any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder relating to the offer
or sale of the Registrable Securities pursuant to the Registration Statement or any violation of this Agreement, except to the
extent, but only to the extent that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based
solely upon information regarding such Holder furnished in writing to the Company by such Holder, or to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved
in writing by such Holder expressly for use in the Registration Statement, such Prospectus or in any amendment or supplement thereto
(it being understood that each Holder has approved Annex A hereto for this purpose) or (B) in the case of an occurrence
of an Event of the type specified in Section 3(c)(iii)-(v), related to the use by a Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by
such Holder of the Advice contemplated and defined in Section 6(d) below, following the receipt of the Advice the misstatement
or omission giving rise to such Loss would have been corrected, or (C) any such Losses arise out of the Purchaser’s (or any
other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented),
if required pursuant to Rule 172 under the Securities Act (or any successor rule), to the Persons asserting an untrue statement
or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation
of the sale of Registrable Securities to such Person if such statement or omission was corrected in such Prospectus or supplement.
The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive
the transfer of the Registrable Securities by the Holders.


 



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(b)
           Indemnification by Holders. Each Holder shall,
severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents, stockholders, Affiliates and
employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable
law, from and against all Losses, as incurred, arising out of or are based solely upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus, or supplement thereto, in light of the circumstances under which they were made)
not misleading (i) to the extent, but only to the extent, that such untrue statements or omissions are based upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved
in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex
A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence
of an event of the type specified in Section 3(c)(iii)-(v), to the extent, but only to the extent, related to the use by such Holder
of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of
any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale
of the Registrable Securities giving rise to such indemnification obligation.


 


(c)
           Conduct of Indemnification Proceedings. If any
Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with
defense thereof, provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have
materially and adversely prejudiced the Indemnifying Party.


 



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An Indemnified Party shall
have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing
to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and
to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified
Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified
Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects
to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that the Indemnifying
Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified
Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its prior written
consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that
are the subject matter of such Proceeding and such settlement does not include any non-monetary limitation on the actions of any
Indemnified Party or any of its affiliates or any admission of fault or liability on behalf of any such Indemnified Party.


 


Subject to the terms of this
Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the
Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying Party; provided, that
the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to
such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder).
The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action
shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent
that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.


 


(d)           Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by
a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available
to such party in accordance with its terms.


 



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


 


The indemnity and contribution
agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement or the Third Security
Purchase Agreement, as applicable.


 


6.
           Miscellaneous.


 


(a)
           Remedies. Subject to the limitations set forth
elsewhere in this Agreement, in the event of a breach by the Company or by a Holder of any of their obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company
and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall waive the defense that a remedy at law would be adequate.


 


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


 


(c)
           Compliance. Each Holder covenants and agrees that,
in the event the Company informs such Holder in writing that it does not satisfy the conditions specified in Rule 172 and, as a
result thereof, such Holder is required to deliver a Prospectus in connection with any disposition of Registrable Securities, it
will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom
is available) in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall sell the Registrable
Securities only in accordance with a method of distribution described in the Registration Statement


 



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


 


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


 


(f)
           No Inconsistent Agreements. The Company has not
entered, as of the date hereof, nor shall the Company, on or after the date hereof, enter into any agreement with respect to its
securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof.


 


(g)
           Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, or waived unless the same shall
be in writing and signed by the Company and each Holder. Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent
relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.


 


(h)
           Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement or the Third
Security Purchase Agreement, as applicable.


 


(i)
           Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit
of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or in connection with another
entity acquiring all or substantially all of the Company’s assets) or obligations hereunder without the prior written consent
of all the Holders of the then outstanding Registrable Securities. Each Holder may assign its respective rights with respect to
any or all of its Shares, Warrant Shares and/or Third Security Shares hereunder in the manner and to the Persons as permitted under
the Purchase Agreement or the Third Security Purchase Agreement, as applicable; provided in each case that (i) the
Holder agrees in writing with the transferee or assignee to assign such rights and related obligations under this Agreement, and
for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished to the Company within a reasonable
time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with
written notice of the name and address of such transferee or assignee and the securities with respect to which such registration
rights are being transferred or assigned, (iii) at or before the time the Company received the written notice contemplated
by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions
contained herein and (iv) the transferee is an “accredited investor,” as that term is defined in Rule 501
of Regulation D.


 



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


 


(k)
           Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase
Agreement.


 


(l)
           Cumulative Remedies. Except as provided herein,
the remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(m)
           Severability. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts to find and
employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed
the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid,
illegal, void or unenforceable.


 


(n)           Headings. The headings in this Agreement are for
convenience only and shall not limit or otherwise affect the meaning hereof.


 


[signature pages follow]


 



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IN WITNESS WHEREOF, the parties
have executed this Registration Rights Agreement as of the date first written above.


 


	 	TRANSGENOMIC, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	Craig J. Tuttle
	 	 	Title:	President/Chief Executive Officer


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties
have executed this Registration Rights Agreement as of the date first written above.


 


	 	HOLDER: 	 


 


	 	AUTHORIZED SIGNATORY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	AUTHORIZED SIGNATORY




 


	 	c/o: 	 


 


	 	Street: 	 


 


	 	City/State/Zip: 	 


 


	 	Attention: 	 


 


	 	Tel: 	 


 


	 	Fax: 	 


 


	 	Email: 	 


 



    	 



    	 



    

 


Annex A


 


PLAN OF DISTRIBUTION


 


We are registering the
shares of common stock previously issued to the selling stockholders and issuable upon exercise of the warrants previously issued
to the selling stockholders to permit the resale of these shares of common stock by the holders of the common stock and warrants
from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders
of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The selling stockholders
may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares
of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at
varying prices determined at the time of sale, or at negotiated prices. The selling stockholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale. These sales may be effected in transactions, which may
involve crosses or block transactions,


 


	 	·	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	 	 
	 	·	in the over-the-counter market;
	 	 	 
	 	·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	 	 
	 	·	through the writing of options, whether such options are listed on an options exchange or otherwise;
	 	 	 
	 	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	 	 	 
	 	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	·	an exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	·	privately negotiated transactions;
	 	 	 
	 	·	short sales;
	 	 	 
	 	·	through the distribution of the common stock by any selling stockholders to its partners, members or stockholders;


 



    	 



    	 



    

 


	 	·	through one or more underwritten offerings on a firm commitment or best efforts basis;
	 	 	 
	 	·	sales pursuant to Rule 144;
	 	 	 
	 	·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	·	a combination of any such methods of sale; and
	 	 	 
	 	·	any other method permitted pursuant to applicable law.


 


If the selling stockholders
effect such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling stockholders or commissions from purchasers of the shares of common stock for
whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection
with sales of the shares of common stock or otherwise, the selling stockholders may enter into
hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common
stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common
stock short and deliver shares of common stock covered by this prospectus to close out
short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge
shares of common stock to broker-dealers that in turn may sell such shares.


 


The selling stockholders
may pledge or grant a security interest in some or all of the shares of common stock or warrants
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and
sell the shares of common stock from time to time pursuant to this prospectus or any amendment
to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of
selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
The selling stockholders also may transfer and donate the shares of common stock in other circumstances
in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes
of this prospectus.


 


The selling stockholders
and any broker-dealer participating in the distribution of the shares of common stock may be
deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or
concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act.
At the time a particular offering of the shares of common stock is made, a prospectus supplement,
if required, will be distributed which will set forth the aggregate amount of shares of common stock
being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions
and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to broker-dealers. The selling stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares of common stock against certain liabilities, including liabilities
arising under the Securities Act.


 


Under the securities laws
of some states, the shares of common stock may be sold in such states only through registered
or licensed brokers or dealers. In addition, in some states the shares of common stock may not
be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification
is available and is complied with.


 



    	 



    	 



    

 


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


 


The selling stockholders
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases
and sales of any of the shares of common stock by the selling stockholders and any other participating
person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common
stock to engage in market-making activities with respect to the shares of common stock.
All of the foregoing may affect the marketability of the shares of common stock and the ability
of any person or entity to engage in market-making activities with respect to the shares of common stock.


 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement,
estimated to be $______ in total, including, without limitation, SEC filing fees and expenses of compliance with state securities
or “Blue Sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts
and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under
the Securities Act, in accordance with the registration rights agreement, or the selling stockholders will be entitled to contribution.
We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that
may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance
with the registration rights agreement, or we may be entitled to contribution.


 


Once sold under the registration
statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.


 



    	 



    	 



    

 


Annex B


 


TRANSGENOMIC, INC.


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder
of shares of the common stock, par value $0.01 per share, of Transgenomic, Inc. (the “Company”) understands
that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-1 (the “Resale
Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended
(the “ Securities Act”), of the Registrable Securities in accordance with the terms of the Registration Rights
Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


 


In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally
will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the
“Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172
under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification
provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling
stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire
within three Trading Days following the date of the Registration Rights Agreement (1) will not be named as selling stockholders
in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.


 


Certain legal consequences
arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a
selling stockholder in the Resale Registration Statement and the Prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item
(3), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands
and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate and complete:


 


QUESTIONNAIRE


 


	1.	Name.	 
	 	 	 
	 	(a)	Full Legal Name of Selling Stockholder:
	 	 	 
	 	 	____________________________


 



    	 



    	 



    

 


	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
	 	 	 
	 	 	____________________________
	 	 	 
	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):
	 	 	 
	 	 	____________________________


 


	2.	Address for Notices to Selling Stockholder:


 


	 
	 
	 
	Telephone:  ____________________________________________________________________________________________
	Fax:  _________________________________________________________________________________________________
	Contact Person:  ________________________________________________________________________________________
	E-mail address of Contact Person:   __________________________________________________________________________


 


	3.	Beneficial Ownership of Registrable Securities:
	 	 	 
	 	(a)	Type and Number of Registrable Securities beneficially owned:
	 	 	 
	 	 	____________________________
	 	 	 
	 	 	____________________________
	 	 	 
	 	 	____________________________


 


	 	(b)	Number of shares of Common Stock to be registered pursuant to this Notice for resale:
	 	 	 
	 	 	____________________________
	 	 	 
	 	 	____________________________
	 	 	 
	 	 	____________________________


 


	4.	Broker-Dealer Status:
	 	 	 
	 	(a)	Are you a broker-dealer?


 


Yes  ̈       No
 ̈


 


	 	(b)	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?


 


Yes  ̈       No
 ̈


 


	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 



    	 



    	 



    

 


	 	(c)	Are you an affiliate of a broker-dealer?


 


Yes  ̈       No
 ̈


 


	 	Note:	If yes, provide a narrative explanation below:
	 	 	 
	 	 	____________________________
	 	 	 
	 	 	____________________________


 


	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?


 


Yes  ̈          No
 ̈


 


	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.
	 	 
	 	Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.


 


Type and amount
of other securities beneficially owned:


 


___________________________________________________________________________________________________

________________________________________________________


 


___________________________________________________________________________________________________

________________________________________________________


 


	6.	Relationships with the Company:
	 	 
	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.


 


	 	State any exceptions here:
	 	 
	 	 
	 	 
	 	 


 



    	 



    	 



    

 


	7.	Plan of Distribution:
	 	 
	 	The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.
	 	 
	 	State any exceptions here:
	 	 
	 	 
	 	 
	 	 


 


***********


 


The undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior
to the effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Registration Rights
Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing
overnight delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue
to rely on the accuracy of the information in this Notice and Questionnaire.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information
in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon
by the Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.


 


By signing below, the undersigned acknowledges
that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules
and regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the
Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are
furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments
or supplements thereto filed with the Commission pursuant to the Securities Act.


 


By returning this Questionnaire, the undersigned
will be deemed to be aware of the foregoing interpretation.


 


I confirm that, to the best of my knowledge
and belief, the foregoing statements (including, without limitation the answers to this Questionnaire) are correct.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	Dated:	 	 	Beneficial Owner:	 


 


	 	By:	 
	 	 	Name:
	 	 	Title: