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OF SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this Agreement ) is made and
entered into as of the 22nd day of December, 2019, by and among TG
Therapeutics, Inc., a Delaware corporation (the Company ) and the
purchasers executing the purchaser signature page attached hereto
(each a Purchaser );
Company has prepared and filed with the Securities and Exchange
Commission (the SEC ), in accordance with
the provisions of the Securities Act of 1933, as amended (the
the applicable rules and regulations thereunder, a registration
statement on Form S-3 (Commission File No. 333-233636), including a
prospectus, relating to the shares to be issued and sold pursuant
to this Agreement. The term Registration Statement
as used herein refers to such registration statement (including all
financial schedules and exhibits), as amended or as supplemented
and includes information contained in the form of final prospectus
and supplements thereto (the Prospectus ) filed with
the SEC pursuant to Rule 424(b) of the rules under the Securities
Act and deemed to be part thereof at the time of effectiveness (the
Date ) pursuant to Rule 430A of the rules under the
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 Purchaser agree as follows:
1.1 Closing. Purchaser shall purchase from
the Company, and the Company shall issue and sell to Purchaser, a
number of shares (the Shares ) of common stock
of the Company, par value $0.001 (the Common Stock ), equal to
Purchaser's subscription amount as set forth on the signature
page hereto (the Subscription Amount )
divided by the Purchase Price (as defined below). Upon satisfaction
of the conditions set forth in Section 1.3, the closing shall occur
at the offices of the Company on December 23, 2019, or at such other place or on
such other date as the parties shall mutually agree (the
1.2 Per Share Purchase Price. The per share
purchase price shall be equal to $9.20 (the Purchase
(a) As a condition to
the Purchaser's obligation to close, at the Closing, the
Company shall have satisfied each of the conditions set forth below
or shall deliver or cause to be delivered to Purchaser the items
set forth below, as appropriate:
executed by the Company;
irrevocable instructions to the Company's transfer agent
instructing such transfer agent to deliver via The Depository Trust
Company Deposit or Withdrawal at Custodian system the Shares,
registered in the name of the Purchaser;
and warranties made by the Company herein shall be true and correct
in all material respects on the date made and on the date of the
covenants, agreements and conditions contained in this Agreement to
be performed by the Company on or prior to the date of the Closing
shall have been performed or complied with in all material
regulation, executive order, decree, ruling or injunction shall
have been enacted, promulgated, endorsed or threatened or is
pending by or before any governmental authority of competent
jurisdiction which prohibits or threatens to prohibit the
consummation of the transaction contemplated by this Agreement;
have filed an application with The Nasdaq Stock Market for the
listing of the Shares and shall have provided the Purchaser with
evidence of such filing.
(b) As a condition to
the Company's obligation to close, at the Closing, Purchaser
shall have satisfied each of the conditions set forth below or
shall deliver or cause to be delivered to the Company the items set
forth below, as appropriate:
executed by Purchaser;
Amount by wire transfer to the account of the Company as set forth
on the signature pages hereto;
and warranties made by Purchaser herein shall be true and correct
in all material respects on the date made and on the date of the
have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by Purchaser
at or before the Closing; and
regulation, executive order, decree, ruling or injunction shall
have been enacted, promulgated, endorsed or threatened or is
pending by or before any governmental authority of competent
jurisdiction which prohibits or threatens to prohibit the
consummation of the transaction contemplated by this
(c) As of the date of
the Closing, there shall have been no Material Adverse Effect (as
defined below) with respect to the Company since the date
II REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the
Company. Except as set forth in the Company's public
filings under the Securities Exchange Act of 1934, as amended (the
Act ), the Company, including its consolidated
subsidiaries for the purposes of this Article 2, hereby makes the
following representations and warranties as of the date hereof and
as of the date of the Closing to Purchaser:
(a) Organization and Qualification. The
Company is an entity duly incorporated, validly existing and in
good standing under the laws of the State of Delaware, with the
requisite corporate power and authority to own and use its
properties and assets and to carry on its business as currently
conducted. The Company is duly qualified to conduct business and is
in good standing as a foreign corporation or other entity in each
jurisdiction in which the nature of the business conducted or
property owned by the Company makes such qualification necessary,
except where the failure to be so qualified or in good standing, as
the case may be, would not have or reasonably be expected to result