SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2017 • Transgenomic Inc • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2017, between Precipio, Inc. (formerly Transgenomic, Inc.), a Delaware corporation (the “Company”) and the investors set forth in Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • June 30th, 2017 • Transgenomic Inc • Laboratory analytical instruments • New York
Precipio, Inc. (formerly Transgenomic, Inc.), a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [ ](subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 30th, 2017 • Transgenomic Inc • Laboratory analytical instruments
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2017, by and among Transgenomic, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
EXCHANGE AGREEMENTExchange Agreement • June 30th, 2017 • Transgenomic Inc • Laboratory analytical instruments • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of June 29, 2017, is made by and between Precipio, Inc. (formerly Transgenomic, Inc.), a Delaware corporation (“Company”), and the holders of certain 4% Promissory Notes of the Company, dated April 12, 2017 ( the “Note”) and common stock purchase warrants, dated as of April 12, 2017 (the “Warrants”), held by the parties signatory hereto (the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2017 • Transgenomic Inc • Laboratory analytical instruments • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2017, by and among Transgenomic, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached hereto as Exhibit A and each Noteholder (defined below) pursuant to the terms contained herein (each purchaser and each Noteholder, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Second Amendment to Agreement and Plan of MergerSecond Amendment to Agreement and Plan of Merger • June 30th, 2017 • Transgenomic Inc • Laboratory analytical instruments • Delaware
This SECOND Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of June 27, 2017, is entered into by and among Transgenomic, Inc. (“Parent”), a Delaware corporation, New Haven Labs Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Precipio Diagnostics, LLC, a Delaware limited liability company (the “Company”).
