TG THERAPEUTICS, INC. Common Stock (par value $0.001 per share) Amended and Restated At Market Issuance Sales Agreement

TG THERAPEUTICS, INC.

(par value $0.001 per share)

Amended and Restated At Market Issuance

1301 Avenue of the Americas

New York, New York 10019

FBR Capital Markets & Co.

300 North 17th Street

North Arlington, Virginia 22209

Ladies and Gentlemen:

TG Therapeutics, Inc.

(the "Company"), and MLV & Co. LLC ("MLV"), are parties to that certain At-the-Market

Issuance Sales Agreement dated June 21, 2013, as amended on December 31, 2014 (the "Original Sales Agreement"). Together

with FBR Capital Markets & Co. ("FBR"; each of MLV and FBR individually an "Agent" and

collectively the "Agents"), the Company and the Agents desire to amend and restate the Original Sales Agreement

with this agreement (the "Agreement"), and hereby agree as follows:

and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and

subject to the conditions set forth herein, it may issue and sell through the Agents, shares (the "Placement

Shares") of the Company's common stock, par value $0.001 per share (the "Common

Stock"), provided however, that in no event shall the Company issue or sell through the Agents such number

of Placement Shares that (a) exceeds the number of shares of Common Stock registered on the effective Registration Statement

(as defined below) pursuant to which the offering is being made, or (b) exceeds the number of authorized but unissued shares

of Common Stock (the lesser of (a) and (b), the "Maximum Amount"). Notwithstanding anything to the

contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1

on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and

that the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares

through the Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this

Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares.

The Company has filed,

in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities

Act"), with the Securities and Exchange Commission (the "Commission"), a registration statement on

Form S-3 (File No. 333-201339), including a base prospectus, relating to certain securities, including the Placement Shares to

be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file

in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder

(the "Exchange Act"). The Company has prepared a prospectus supplement to the base prospectus included as part

of such registration statement specifically relating to the Placement Shares (the "Prospectus Supplement").

The Company will furnish to the Agents, for use by the Agents, copies of the base prospectus included as part of such registration

statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires,

such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including

any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under

the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein

called the "Registration Statement." The base prospectus, including all documents incorporated or deemed incorporated

therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities

Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by

the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed

by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the "Prospectus."

Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer

to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms "amend,"

"amendment" or "supplement" with respect to the Registration Statement or the Prospectus shall be deemed

to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by

reference therein (the "Incorporated Documents").

For purposes of this

Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed

to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System,

or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR").

Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a "Placement"), it will

notify an Agent (the "Designated Agent") by email notice (or other method mutually agreed to in writing by the Parties)

of the number of Placement Shares, the time period during which sales are requested to be made, any limitation on the number of

Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a "Placement

Notice"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of

the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company

listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule

3, as such Schedule 3 may be amended from time to time. Provided that the Company is otherwise in compliance with the

terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until

(i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire

amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv)

this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation

to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance

with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agents

will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a

Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms

set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections

2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

of Placement Shares by the Designated Agent.

to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Designated Agent will use its

commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules

and regulations and the rules of The NASDAQ Stock Market LLC (the "Exchange"), to sell the Placement Shares

up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Designated Agent will

provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following

the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such

day, the compensation payable by the Company to the Designated Agent pursuant to Section 2 with respect to such sales, and

the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Designated Agent

(as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement

Notice, the Designated Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering"

as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing

trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Designated

Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions,

with the Company's consent. "Trading Day" means any day on which Common Stock is purchased and sold on

the term of this Agreement, neither the Agents nor any of their respective affiliates or subsidiaries shall engage in (i) any short

sale of any security of the Company or (ii) any sale of any security of the Company that the Agents does not own or any sale which

is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agents. Neither the Agents

nor any of their respective affiliates or subsidiaries shall engage in any proprietary trading or trading for the Agents'

(or their respective affiliates' or subsidiaries') own account.

of Sales. The Company or the Designated Agent may, upon notice to the other party in writing (including by email correspondence

to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged

by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable

facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend

any sale of Placement Shares; provided, however, that such suspension shall not affect or impair any party's obligations

with respect to any Placement Shares sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such

notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals named

on Schedule 3 hereto, as such Schedule may be amended from time to time.