Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement consists of (i) 50,000,000 shares of CombiMatrix Common Stock, par value $0.001 per share, of which 2,918,726 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 5,000,000 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), of which (A) 4,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrant.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix Company Capital Stock as of the date of this Agreement consists of (i) 50,000,000 26,300,000 shares of CombiMatrix Company Common Stock, par value $0.001 0.0001 per share, of which 2,918,726 4,912,656 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 5,000,000 20,132,055 shares of convertible preferred stock, par value $0.001 0.0001 per share (the “CombiMatrix Preferred Stock”)share, of which (A) 4,000 8,502,752 shares have been designated as Series A Preferred Stock, none including (x) 1,650,678 shares which have been designated as Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, (y) 2,572,912 shares which have been designated as Series A-2 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement, and (z) 4,279,162 shares which have been designated as Series A A-3 Preferred Stock Stock, all of which are issued and outstanding as of the date of this Agreement, (B) 2,000 5,425,829 shares which have been designated Series B Preferred Stock, none of which shares of as Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none all of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are issued and outstanding as of the date of this Agreement, and (FC) 8,000 6,203,474 shares which have been designated as Series F Preferred Stock (the “CombiMatrix Series F C Preferred Stock”), 92 shares 5,210,922 of which are issued and outstanding as of the date of this Agreement. Each share of CombiMatrix The Series F A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock is convertible into and Series C Preferred Stock are collectively referred to herein as the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87“Company Preferred Stock”. CombiMatrix The Company does not hold any shares of its capital stock in its treasury. All Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of the outstanding (or granting any option or similar right with respect to), any shares of CombiMatrix Company Common Stock and CombiMatrix or Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix WarrantStock.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of of: (i) 50,000,000 20,000,000 shares of CombiMatrix Company Common Stock, par value $0.001 per share, of which 2,918,726 2,417,529 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 5,000,000 9,395,146 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Company Preferred Stock”), of which (A) 4,000 526,667 shares have been designated are Series A Preferred Stock, none of which 415,142 shares of are Series A B Preferred Stock, 2,660,081 shares are Series C Preferred Stock, 3,993,256 shares are Series D Preferred Stock and 1,800,000 shares are outstanding as Series E Preferred Stock. As of the 8 15 date of this Agreement, (B) 2,000 526,667 of Series A Preferred Stock, 415,142 shares have been designated of Series B Preferred Stock, none of which 2,640,081 shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which 3,979,442 shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which and 1,769,155 shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreementoutstanding. Each outstanding share of CombiMatrix Series F Company Preferred Stock is convertible into the number one share of shares of CombiMatrix Company Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasuryStock. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Company Disclosure Schedule listslists each repurchase option which is held by the Company and to which any of such shares is currently subject, and the Company has delivered complete and accurate copies of any such repurchase option to Parent. (b) The Company has reserved 4,325,000 shares of Company Common Stock for issuance under the Stock Plans, of which options to purchase 3,110,441 shares are outstanding as of the date of this Agreement. The Company had delivered to Parent a list which accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) each record the name of the holder of issued and outstanding CombiMatrix such Company Option; (ii) the total number of shares of Company Common Stock that are subject to such Company Option and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Company Common Stock and the number of shares held and with respect to which such Company Option is immediately exercisable; (iii) the date on which such Company Option was granted and the term of such Company Option; (A) each record holder of issued and outstanding CombiMatrix Warrants, (Biv) the number of shares of CombiMatrix Common Stock subject to each vesting schedule for such CombiMatrix Warrant, Company Option; (C) the series of each such CombiMatrix Warrant, (Dv) the exercise price per share of Company Common Stock purchasable under such Company Option; and (vi) whether such Company Option has been designated an "incentive stock option" as defined in Section 422 of the Code. (c) The Company has reserved 275,000 shares of Company Common Stock for issuance upon exercise of the Bridge Warrants and the EDS Warrants and 10,000 shares of Series C Preferred Stock, 13,814 shares of Series D Preferred Stock and 27,468 shares of Series E Preferred Stock for issuance upon exercise of the Bank Warrants. The Company has delivered to Parent accurate and complete copies of each Company Warrant and any other Contract pursuant to, or in connection with, which such CombiMatrix WarrantCompany Warrant was issued. (d) Except as specifically referred to in Sections 2.3(a), (b) and (c) above, or as set forth in Part 2.3(d) of the Company Disclosure Schedule, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company; (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the Knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. (e) All outstanding shares of Company Common Stock and Company Preferred Stock, and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (Eii) all requirements set forth in applicable Contracts. (f) Except as set forth in Part 2.3(f) of the Company Disclosure Schedule, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company were reacquired in compliance with (i) the expiration date applicable provisions of each such CombiMatrix Warrant.the California General Corporation Law and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (g)

Capitalization, Etc. (a) The As of the date hereof, the authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of (i) 50,000,000 350,000,000 shares of CombiMatrix Company Common Stock, par value $0.001 per share, of which 2,918,726 shares have been issued Stock and are outstanding as of the date of this Agreement, and (ii) 5,000,000 256,369,840 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Company Preferred Stock”), ; 9,363,187 shares of which (A) 4,000 shares Company Preferred Stock have been designated Series A 1 Preferred Stock, none 20,781,845 shares of which Company Preferred Stock have been designated as Series 2-A(1) Preferred Stock, 5,107,484 shares of Company Preferred Stock have been designated as Series 2-A(2) Preferred Stock, 27,709,127 shares of Company Preferred Stock have been designated as Series 2-B(1) Preferred Stock, 39,919,846 shares of Company Preferred Stock have been designated as Series 2-B(2) Preferred Stock, 80,225,978 shares of Company Preferred Stock have been designated as Series 3 Preferred Stock, 5,262,373 shares of Company Preferred Stock have been designated as Series 3-B Preferred Stock and 68,000,000 shares of Company Preferred Stock have been designated as Series 4 Preferred Stock. As of the date hereof, there are 1,291,526 shares of Company Common Stock validly issued and outstanding, 9,090,635 shares of Series A 1 Preferred Stock are outstanding as of the date of this Agreementvalidly issued and outstanding, (B) 2,000 shares have been designated Series B Preferred Stock, none of which 20,781,845 shares of Series 2-A(1) Preferred Stock validly issued and outstanding, 4,677,457 shares of Series 2-A(2) Preferred Stock validly issued and outstanding, 27,709,127 shares of Series 2-B(1) Preferred Stock validly issued and outstanding, 39,346,310 shares of Series 2-B(2) Preferred Stock validly issued and outstanding, 78,843,653 shares of Series 3 Preferred Stock validly issued and outstanding, 5,262,373 shares of Series 3-B Preferred Stock are validly issued and outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which and 67,603,974 shares of Series C 4 Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are validly issued and outstanding as of the date of this Agreementoutstanding. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrantnon-assessable.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix Company Capital Stock as of the date of this Agreement consists of (i) 50,000,000 11,500,000 shares of CombiMatrix Company Common Stock, par value $0.001 0.00001 per share, of which 2,918,726 4,279,705 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 5,000,000 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), of which (A) 4,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of , (ii) 4,350,000 shares of CombiMatrix Common Stock equal to 1,000 divided by preferred stock, par value $0.00001 per share, of which (A) 371,396 shares have been designated as “Series A Preferred Stock” and of which 371,396 shares are issued and outstanding as of the conversion price date of $3.87this Agreement (the “Series A Preferred Stock”), (B) 1,071,240 shares have been designated as “Series B Preferred Stock” and of which 1,071,237 shares are issued and outstanding as of the date of this Agreement (the “Series B Preferred Stock”), (C) 1,345,700 shares have been designated as “Series C Preferred Stock” and of which 1,345,700 shares are issued and outstanding as of the date of this Agreement (the “Series C Preferred Stock)” and (D) 1,135,650 shares have been designated as “Series D Preferred Stock” and of which no shares are issued and outstanding as of the date of this Agreement (the “Series D Preferred Stock,” and, collectively with the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, the “Company Preferred Stock”). CombiMatrix The Company does not hold any shares of its capital stock in its treasury. Except as contemplated herein, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock or Company Preferred Stock. An aggregate of 2,788,333 shares of Company Common Stock are issuable upon conversion of the Company Preferred Stock. (b) All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and are free of any Encumbrances, other than those imposed by relevant securities laws. As None of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Company Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F or Company Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock is entitled or subject to each such CombiMatrix Warrantany preemptive right, (C) the series right of each such CombiMatrix Warrantparticipation, (D) the exercise price right of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrantmaintenance or any similar right.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix Eiger as of the date of this Agreement consists of (i) 50,000,000 37,400,000 shares of CombiMatrix Eiger Common Stock, par value $0.001 0.0001 per share, of which 2,918,726 shares 3,130,665shares have been issued and are outstanding as of the date of this Agreement, and (ii) 5,000,000 30,787,500 shares of convertible preferred stock, par value $0.001 0.0001 per share (the “CombiMatrix Eiger Preferred Stock”), of which (A) 4,000 5,187,500 shares have been designated Series A Preferred Stock, none 4,875,000 of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement, Agreement and (B) 2,000 25,600,000 shares have been designated Series B A-1 Preferred Stock (the “Series A-1 Preferred Stock”), 24,935,950 shares of which are issued and outstanding. Except as set forth in Part 2.3(a) of the Eiger Disclosure Schedule, the authorized capital stock of Eiger as of immediately prior to the Closing shall consist of (i) 68,000,000 shares of Eiger Common Stock, 59,271,433 shares of which will be issued and outstanding, (ii) warrants to purchase 590,241 shares of Eiger Common Stock and (iii) 30,787,500 shares of Eiger Preferred Stock, of which 5,187,500 shares will have been designated Series A Preferred Stock and 25,600,000 shares will have been designated Series A-1 Preferred Stock, none of which shares of Series B Eiger Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are will be issued and outstanding as of the date of this Agreementoutstanding. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix Eiger does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Eiger Common Stock and CombiMatrix Eiger Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to Except as set forth in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Eiger Disclosure Schedule, none of the outstanding shares of Eiger Common Stock or Eiger Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the outstanding shares of Eiger Common Stock or Eiger Preferred Stock is subject to any right of first refusal in favor of Eiger. Except as contemplated herein or as set forth in Part 2.3(a) of the Eiger Disclosure Schedule, there is no Eiger Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Eiger Common Stock or Eiger Preferred Stock. Eiger is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Eiger Common Stock or other securities. Part 2.3(a) of the Eiger Disclosure Schedule listsaccurately and completely lists all repurchase rights held by Eiger with respect to shares of Eiger Common Stock (including shares issued pursuant to the exercise of stock options) and Eiger Preferred Stock, as and specifies each holder of Eiger Common Stock or Eiger Preferred Stock, the date of this Agreement, (i) each record holder purchase of issued and outstanding CombiMatrix such Eiger Common Stock and the number of shares heldor Eiger Preferred Stock, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Eiger Common Stock or Eiger Preferred Stock subject to each such CombiMatrix Warrantrepurchase rights, (C) the series of each purchase price paid by such CombiMatrix Warrantholder, (D) the exercise price of each vesting schedule under which such CombiMatrix Warrantrepurchase rights lapse, and whether the holder of such Eiger Common Stock or Eiger Preferred Stock filed an election under Section 83(b) of the Code with respect to such Eiger Common Stock or Eiger Preferred Stock within thirty (E30) the expiration date days of each such CombiMatrix Warrantpurchase. Each share of Eiger Preferred Stock is convertible into one share of Eiger Common Stock.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of of: (i) 50,000,000 141,000,000 shares of CombiMatrix Company Common Stock, par value Stock (with $0.001 per sharepar value), of which 2,918,726 30,781,034 shares have been issued and are outstanding as of the date of this Agreement, Signing Date; and (ii) 5,000,000 73,542,017 shares of convertible preferred stock, par value Company Preferred Stock (with $0.001 per share (the “CombiMatrix Preferred Stock”), par value) of which (A1) 4,000 shares 4,590,000 have been designated “Series A Preferred Stock, none ,” all of which shares of Series A Preferred Stock have been issued and are outstanding as of the date of this Agreement, Signing Date; (B2) 2,000 shares 8,399,819 have been designated “Series B Preferred Stock, none ,” 8,014,573 shares of which shares of Series B Preferred Stock have been issued and are outstanding as of the date of this Agreement, Signing Date; (C3) 2,500 shares 3,846,371 have been designated “Series C Preferred Stock, none ,” 3,735,857 shares of which shares of Series C Preferred Stock have been issued and are outstanding as of the date of this Agreement, Signing Date; (D4) 12,000 shares 16,060,562 have been designated “Series D Preferred Stock, none ,” 16,031,233 shares of which shares of Series D Preferred Stock have been issued and are outstanding as of the date of this Agreement, Signing Date; (E5) 2,202 shares 5,027,622 have been designated “Series E Preferred Stock, none ,” all of which shares of Series E Preferred Stock have been issued and are outstanding as of the date of this Agreement, and Signing Date; (F6) 8,000 shares 27,697,643 have been designated “Series F Preferred Stock (the “CombiMatrix Series F G Preferred Stock”), 92 ,” 26,054,002 shares of which are have been issued and are outstanding as of the date Signing Date; and (7) 7,920,000 have been designated “Series G-1 Preferred Stock,” 4,969,219 shares of this Agreementwhich have been issued and are outstanding as of the Signing Date. Each outstanding share of CombiMatrix Series F Company Preferred Stock is convertible into the number one share of shares of CombiMatrix Company Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasuryStock. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Disclosure Schedule lists, as provides an accurate and complete description of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series terms of each repurchase option which is held by the Company and to which any of such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrantshares is subject.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of of: (i) 50,000,000 25,000,000 shares of CombiMatrix Company Common Stock, par value Stock (with $0.001 per sharepar value), of which 2,918,726 7,340,863 shares have been issued and are outstanding as of the date of this Agreement, and ; (ii) 5,000,000 5,372,500 shares of convertible preferred stock, par value Company Preferred Stock (with $0.001 per share (the “CombiMatrix Preferred Stock”), of par value) which (A) 4,000 shares have been designated "Series A Preferred Stock, none ," of which 5,335,000 shares of Series A Preferred Stock have been issued and are outstanding as of the date of this Agreement, ; (Biii) 2,000 3,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated "Series B Preferred Stock, none ," of which 2,884,448 shares of Series B Preferred Stock have been issued and are outstanding as of the date of this Agreement, ; and (Civ) 2,500 4,100,000 shares of Company Preferred Stock (with $0.001 par value) which have been designated "Series C Preferred Stock, none ," of which 3,992,497 shares of Series C Preferred Stock have been issued and are outstanding as of the date of this Agreement, . Except as contemplated by the Recapitalization Transaction (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”defined in Section 4.4 hereof), 92 shares of which are issued and each outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Company Preferred Stock is convertible into the number one share of shares of CombiMatrix Company Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasuryStock. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Disclosure Schedule lists, as provides an accurate and complete description of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series terms of each repurchase option which is held by the Company and to which any of such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrantshares is subject.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix the Company consists of: (i) 150,000,000 shares of Company Common Stock, of which 19,923,992 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 50,000,000 96,100,000 shares of CombiMatrix Common Company Preferred Stock, par value $0.001 per share, (A) 11,000,000 of which 2,918,726 have been designated “Series A-1 Preferred Stock,” of which 10,723,075 shares have been issued and are outstanding as of the date of this Agreement, (B) 15,000,000 of which have been designated “Series B-1 Preferred Stock,” of which 14,712,512 have been issued and are outstanding as of the date of this Agreement, (C) 5,000,000 of which have been designated “Series B-2 Preferred Stock,” of which 4,972,385 have been issued and are outstanding as of the date of this Agreement, (D) 25,000,000 of which have been designated “Series C-1 Preferred Stock,” of which 24,744,115 have been issued and are outstanding as of the date of this Agreement, (E) 2,100,000 of which have been designated “Series C-2 Preferred Stock,” of which 2,088,994 have been issued and are outstanding as of the date of this Agreement, and (iiF) 5,000,000 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), 38,000,000 of which (A) 4,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated “Series D Preferred Stock, none ,” of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares 13,697,981 have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and are outstanding as of the date of this Agreement. Each outstanding share of CombiMatrix Series F Company Preferred Stock is convertible into the number one share of shares of CombiMatrix Company Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasuryStock. All of the outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Disclosure Schedule listsprovides an accurate and complete list of the name of and last address known by the Company for each Stockholder, the number and class of Company Capital Stock owned by such Stockholder as of the date of this Agreement, the date such Company Capital Stock was purchased, the price paid per share, the form of consideration used (iif not cash). The Company has delivered to Parent accurate and complete copies of, and Part 2.3(a) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares heldDisclosure Schedule lists, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and all Contracts pursuant to which the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of Company has a right to repurchase any shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix WarrantCompany Capital Stock.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix the Company as of immediately prior to the date of this Agreement Effective Time (giving effect to all conversions that occur immediately prior to the Effective Time) consists of of: (i) 50,000,000 210,000,000 shares of CombiMatrix Company Common Stock, par value $0.001 per share, of which 2,918,726 18,912,381 shares have been issued and are outstanding as of the date of this Agreement, outstanding; and (ii) 5,000,000 213,880,400 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Company Preferred Stock”), of which (A) 4,000 18,600,000 shares of which have been designated as Series A Preferred Stock, none of which 18,599,372 shares of Series A Preferred Stock have been issued and are outstanding as of the date of this Agreement, outstanding; (B) 2,000 18,600,000 shares of which have been designated as Series AX Preferred Stock, of which no shares have been issued or are outstanding; (C) 5,540,200 shares of which have been designated as Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 5,540,200 shares have been issued and are outstanding; (D) 5,540,200 shares of which have been designated as Series BX Preferred Stock, of which no shares have been issued or are outstanding; (E) 5,000,000 shares of which have been designated as Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 3,863,636 shares have been issued and are outstanding; (F) 5,000,000 shares of which have been designated as Series CX Preferred Stock, of which 1,136,364 shares have been issued and are outstanding; (G) 6,300,000 shares of which have been designated as Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding further designated into subseries as follows: (a) 1,171,000 shares of the date which are designated as Series D-1 Preferred Stock, of this Agreement, (E) 2,202 which 1,016,510 shares have been issued and are outstanding; (b) 1,274,000 shares of which are designated as Series D-2 Preferred Stock, of which 1,035,281 shares have been issued and are outstanding; (c) 1,841,000 shares of which are designated as Series D-3 Preferred Stock, of which 1,547,539 shares have been issued and are outstanding; (d) 176,000 shares of which are designated as Series D-4 Preferred Stock, of which 167,192 shares have been issued and are outstanding; (e) 404,000 shares of which are designated as Series D-5 Preferred Stock, of which 400,716 shares have been issued and are outstanding; (f) 1,434,000 shares of which are designated as Series D-6 Preferred Stock, of which 917,236 shares have been issued and are outstanding; (H) 6,300,000 shares of which have been designated as Series DX Preferred Stock, which shares of Series DX Preferred Stock are further designated into subseries as follows: (a) 1,171,000 shares of which are designated as Series D-1X Preferred Stock, of which 150,805 shares have been issued and are outstanding; (b) 1,274,000 shares of which are designated as Series D-2X Preferred Stock, of which 25,746 shares have been issued and are outstanding; (c) 1,841,000 shares of which are designated as Series D-3X Preferred Stock, of which no shares have been issued or are outstanding; (d) 176,000 shares of which are designated as Series D-4X Preferred Stock, of which no shares have been issued or are outstanding; (e) 404,000 shares of which are designated as Series D-5X Preferred Stock, of which no shares have been issued or are outstanding; (f) 1,434,000 shares of which are designated as Series D-6X Preferred Stock, of which 500,000 shares have been issued and are outstanding; (I) 6,500,000 shares of which have been designated as Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 2,539,667 shares have been issued and are outstanding; (J) 6,500,000 shares of which have been designated as Series F EX Preferred Stock Stock, of which 1,444,923 shares have been issued and are outstanding; and (the “CombiMatrix K) 130,000,000 shares of which have been designated as Series F Preferred Stock”), 92 shares of which are 63,043,491 shares have been issued and outstanding are outstanding. Except as set forth in Part 2.3(a)(i) of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into Disclosure Schedule, the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Company Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as set forth in Part 2.3(a)(ii) of the date of this Agreement, there are outstanding Disclosure Schedule: (i) CombiMatrix Series A Warrants to purchase an aggregate none of 11,252 the outstanding shares of CombiMatrix Common Company Capital Stock at an exercise price is entitled or subject to any preemptive right, right of $29.55 per shareparticipation, right of maintenance or any similar right; (ii) CombiMatrix Series A Warrants to purchase an aggregate none of 1,690 the outstanding shares of CombiMatrix Common Company Capital Stock at an exercise price is subject to any right of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to first refusal in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) favor of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (A) each record holder of issued and outstanding CombiMatrix Warrantsor granting any option or similar right with respect to), (B) the number of any shares of CombiMatrix Common Company Capital Stock. The Company is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock subject to each such CombiMatrix Warrant, (Cor any other securities. Part 2.3(a)(iii) of the series Disclosure Schedule provides an accurate summary of the terms of each such CombiMatrix Warrant, (D) repurchase option which is held by the exercise price Company and to which any of each such CombiMatrix Warrant, and (E) the expiration date shares of each such CombiMatrix WarrantCompany Capital Stock is subject.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of of: (i) 50,000,000 47,235,036 shares of CombiMatrix Company Common Stock, par value $0.001 per share, of which 2,918,726 6,296,318 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 5,000,000 34,827,484 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Company Preferred Stock”), of which (Ax) 4,000 7,310,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock 7,250,000 are issued and outstanding as of the date of this Agreement, (By) 2,000 6,491,228 shares have been designated as Series B Preferred Stock, none 6,491,288 of which shares of Series B Preferred Stock are issued and outstanding as of the date of this Agreement, Agreement and (Cz) 2,500 20,966,315 shares have been designated as Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares 20,631,578 of which are issued and outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix each series of Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Company Disclosure Schedule listssets forth the name and address of each Company Stockholder, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares heldof Company Common Stock and each series of Company Preferred Stock held by each Company Stockholder. Except as set forth in Part 2.3(a) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; (ii) each record holder none of issued and the outstanding CombiMatrix Series F shares of Company Common Stock or Company Preferred Stock and is subject to any right of first refusal in favor of the number of shares held Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (A) each record holder of issued and outstanding CombiMatrix Warrantsor granting any option or similar right with respect to), (B) the number of any shares of CombiMatrix Company Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrantor Company Preferred Stock. The Company is not under any obligation, and (E) the expiration date is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of each such CombiMatrix WarrantCompany Common Stock or Company Preferred Stock.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix DocuMagix consists of: (i) 26,000,000 shares of Common Stock (with no par value) ("DocuMagix Common Stock"), of which 3,455,879 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 50,000,000 18,552,182 shares of CombiMatrix Common Preferred Stock (with no par value) ("DocuMagix Preferred Stock"), par value $0.001 per share, (A) 3,300,000 of which 2,918,726 have been designated "Series A Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, (B) 1,521,000 of which have been designated "Series B Preferred Stock," of which 1,519,019 shares have been issued and are outstanding as of the date of this agreement, (C) 4,438,000 of which have been designated "Series C Preferred Stock," of which 4,432,978 shares have been issued and are outstanding as of the date of this Agreement, (D) 6,600,000 of which have been designated "Series D Preferred Stock," of which 6,567,951 shares have been issued and are outstanding as of the date of this Agreement, (E) 568,182 of which have been designated "Series E Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, (F) 1,375,000 of which have been designated "Series F Preferred Stock," all of which have been issued and are outstanding as of the date of this Agreement, and (iiG) 5,000,000 shares 750,000 of convertible preferred stock, par value $0.001 per share (the “CombiMatrix which have been designated "Series G Preferred Stock”), ," of which (A) 4,000 150,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock issued and are outstanding as of the date of this Agreement. The rights, (B) 2,000 shares have been designated Series B Preferred Stockpreferences, none of which shares of Series B Preferred Stock are outstanding as privileges and restrictions of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred DocuMagix Common Stock are outstanding as of and the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F DocuMagix Preferred Stock (including each series thereof) are as stated in the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this AgreementRestated Articles. Each outstanding share of CombiMatrix DocuMagix Preferred Stock other than DocuMagix Series F D Preferred Stock is convertible into the number one share of DocuMagix Common Stock. Each outstanding shares of CombiMatrix Common DocuMagix Series D Preferred Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any is convertible into 1.016395022 shares of its capital stock in its treasuryDocuMagix Common Stock. All of the outstanding shares of CombiMatrix DocuMagix Common Stock and CombiMatrix DocuMagix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to Except as set forth in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Disclosure Schedule, there is no: (iii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of DocuMagix; (iv) repurchase option which is held by DocuMagix to any outstanding shares of DocuMagix capital stock; (v) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of DocuMagix; (vi) Contract under which DocuMagix is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (vii) written claim or demand delivered to DocuMagix that would reasonably be expected to or will give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of DocuMagix (including preemptive rights, conversion rights and rights of first refusal). Part 2.3(a) of the Disclosure Schedule listssets forth the names of the DocuMagix's shareholders and the number of shares of DocuMagix stock owned of record by each of such shareholders. (b) DocuMagix has reserved 3,011,139 shares of DocuMagix Common Stock for issuance under the Option Plan, of which stock options to purchase 2,678,746 shares are outstanding as of the date of this Agreement. Part 2.3(b) of the Disclosure Schedule accurately sets forth, with respect to each stock option and each warrant issued by DocuMagix (a "DocuMagix Warrant") that is outstanding as of the date of this Agreement: (i) each record the name of the 13 10 holder of issued such stock option or warrant; (ii) the total number of shares and outstanding CombiMatrix Common Stock class of DocuMagix capital stock that are subject to such stock option or warrant and the number of shares heldof DocuMagix capital stock with respect to which such stock option or warrant is immediately exercisable; (iii) the date on which such stock option or warrant was granted and the term and expiration date of such stock option or warrant; (iv) the vesting schedule for such stock option or warrant; (v) the exercise price per share of DocuMagix capital stock purchasable under such stock option or warrant and (vi) whether such stock option or warrant has been designated an "incentive stock option" as defined in Section 422 of the Code or is a non-qualified option. Part 2.3(b) of the Disclosure Schedule accurately identifies each Bridge Warrant as such. All stock options of DocuMagix have been issued pursuant to the Option Plan. The Bridge Warrants, (ii) each record holder that certain Warrant to Purchase Stock issued to Silicon Valley Bank, dated July 14, 1996, exercisable for 36,585 shares of issued and outstanding CombiMatrix DocuMagix Series F Preferred Stock (the "SVB Warrant") and that certain Warrant to Purchase Shares of Series G Preferred Stock issued to Open Market, Inc., dated October 28, 1996, exercisable for 600,000 shares of Series G Preferred Stock (the number "OMI Warrant") comprise all of the DocuMagix Warrants. (c) All outstanding shares held of DocuMagix Common Stock and (iii) (A) each record holder of DocuMagix Preferred Stock and all outstanding DocuMagix Options and DocuMagix Warrants, have been issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, granted in compliance with all applicable state and (E) the expiration date of each such CombiMatrix Warrantfederal securities laws.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of of: (i) 50,000,000 shares of CombiMatrix Common Stock, Stock ($.001 par value $0.001 per share), of which 2,918,726 4,817,315 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 5,000,000 12,513,949 shares of convertible preferred stock, Preferred Stock ($.001 par value $0.001 per share (the “CombiMatrix Preferred Stock”share), of which (A) 4,000 shares 4,827,586 of which have been designated "Series A Preferred Stock, none ," and 4,215,513 of which shares have been issued and are outstanding as of the date of this Agreement and (B) 7,686,363 of which have been designated "Series A B Preferred Stock Stock," all of which have been issued and are outstanding as of the date of this Agreement. As of the date hereof and as of the Effective Time, (B) 2,000 shares have been designated each outstanding share of Series B A Preferred Stock, none Stock of which shares the Company is and shall be convertible into one share of Company Common Stock and each outstanding share of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, Company is and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each shall be convertible into one share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Company Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasuryStock. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Stock, Series A Preferred Stock of the Company and Series B Preferred Stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As All outstanding shares of Company Common Stock, Series A Preferred Stock of the date Company, Series B Preferred Stock of this Agreementthe Company, there are all outstanding Company Options, and all outstanding warrants to purchase shares of the Company's capital stock have been issued and granted in compliance with all applicable federal and state securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. Part 2.3 of the Disclosure Schedule provides an accurate and complete (i) CombiMatrix list of each holder of all outstanding shares of Company Common Stock, Series A Warrants Preferred Stock, Series B Preferred Stock, all outstanding Company Options and all outstanding warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per sharethe Company's capital stock identifying each holder by name, address and certificate number (when applicable), and (ii) CombiMatrix Series A Warrants a description of the terms of each repurchase option, if any, which is held by the Company and to purchase an aggregate of 1,690 which any shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) capital stock of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix WarrantCompany is subject.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix Buyer as of the date of this Agreement consists of (i) 50,000,000 3,483,900,000 shares of CombiMatrix Common Stockcommon stock, $0.0001 par value $0.001 per sharevalue, of which 2,918,726 35,276,069 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 5,000,000 117,147,928 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Buyer Preferred Stock”), 59,326 of which (A) 4,000 shares have been designated Series A Preferred Stock, none 450,913 of which have been designated Series B Preferred Stock, 77,169 of which have been designated Series B-1 Preferred Stock, 24,629,117 of which have been designated Series C Preferred Stock, 26,627,713 of which have been designated Series D Preferred Stock, 12,518,789 of which have been designated Series 1 Preferred Stock and 52,784,901 of which have been designated Series CS Preferred Stock. There are 58,306 issued and outstanding shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which 450,228 issued and outstanding shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which 57,163 issued and outstanding shares of Series C B-1 Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which 24,422,868 issued and outstanding shares of Series D C Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which 26,423,369 issued and outstanding shares of Series E D Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are 12,382,559 issued and outstanding shares of Series 1 Preferred Stock as of the date of this Agreement and 52,784,901 issued and outstanding shares of Series CS Preferred Stock as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix Buyer does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Buyer Capital Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As Except as set forth in Part 2.3(a)(i) of the date Buyer Disclosure Schedule, none of this Agreement, there are the outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Buyer Capital Stock at an exercise price is entitled or subject to any preemptive right, right of $29.55 per shareparticipation, (ii) CombiMatrix Series A Warrants to purchase an aggregate right of 1,690 maintenance or any similar right and none of the outstanding shares of CombiMatrix Common Buyer Capital Stock at an exercise price is subject to any right of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate first refusal in favor of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to Buyer. Except as contemplated herein or as set forth in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Buyer Disclosure Schedule, there is no Buyer Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Buyer Capital Stock. Buyer is not under any obligation, nor is it bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Buyer Capital Stock or other securities. Part 2.3(a)(ii) of the Buyer Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued accurately and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares completely describes all repurchase rights held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of by Buyer with respect to shares of CombiMatrix Common Buyer Capital Stock subject (including shares issued pursuant to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, stock options) and (E) the expiration date specifies which of each such CombiMatrix Warrantthose repurchase rights are currently exercisable.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of (i) 50,000,000 Fifty-Five Million Two Hundred Seventy Thousand (55,270,000) shares of CombiMatrix Company Common Stock, par value $0.001 per share, of which 2,918,726 Five Million Three Hundred Seventy Seven Thousand Six Hundred Sixty (5,377,660) shares have been issued and are outstanding as of the date of this Agreement, and (ii) 5,000,000 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), of which (A) 4,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of ; and (ii) Forty-Two Million Two Hundred Twelve Thousand (42,212,000) shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price Company Preferred Stock, with a par value of $3.870.001 per share, of which (A) Fourteen Million Seven Hundred Twenty Thousand (14,720,000) shares are designated as Series A Preferred Stock, of which Fourteen Million Five Hundred Thousand (14,500,000) shares are issued and outstanding, (B) Eight Million Six Hundred Thousand (8,600,000) shares are designated as Series B Preferred Stock, all of which shares are issued and outstanding, and (C) Eighteen Million Eight Hundred Ninety-Two Thousand (18,892,000) shares are designated as Series C Preferred Stock, of which Seventeen Million Three Hundred Thirty-Nine Thousand One Hundred Twelve (17,339,112) shares are issued and outstanding. CombiMatrix The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to Except as set forth in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Company Disclosure Schedule listsSchedule, as none of the date outstanding shares of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Company Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F or Company Preferred Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right and none of the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Company Common Stock or Company Preferred Stock is subject to each such CombiMatrix Warrantany right of first refusal in favor of the Company. Except as contemplated herein or as set forth in the Company Disclosure Schedule, there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (C) the series or granting any option or similar right with respect to), any shares of each such CombiMatrix WarrantCompany Common Stock or Company Preferred Stock. The Company is not under any obligation, (D) the exercise price nor is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrant.Company Common Stock or other securities. Part

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of of: (i) 50,000,000 shares of CombiMatrix Common Stock, common stock par value $0.001 0.0001 per share, (A) of which 2,918,726 35,000,000 shares are designated as Voting Common Stock ("Company Voting Common Stock"), of which 3,093,202 shares have been issued and are outstanding as of the date of this Agreement, and (iiB) of which 5,000,000 shares of convertible preferred stock, par value $0.001 per share are designated as Nonvoting Common Stock (the “CombiMatrix Preferred "Company Nonvoting Common Stock”"), of which (A) 4,000 2,998,902 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock issued and are outstanding as of the date of this Agreement; and (ii) 22,000,000 shares of preferred stock par value $0.0001 per share, (BA) 2,000 of which 2,000,000 shares are designated Series A Preferred Stock ("Company Series A Preferred Stock"), of which 2,000,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock issued and are outstanding as of the date of this Agreement, and (FB) 8,000 of which 18,146,420 shares have been are designated Series F B Preferred Stock (the “CombiMatrix "Company Series F B Preferred Stock”"), 92 shares all of which are have been issued and are outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any The Company currently holds 585,866 shares of its capital stock in its treasury, consisting of 546,484 shares of Company Voting Common Stock and 39,382 shares of Company Nonvoting Common Stock. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As None of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Company Common Stock at an exercise price is entitled or subject to any preemptive right, right of $29.55 per shareparticipation, (ii) CombiMatrix Series A Warrants to purchase an aggregate right of 1,690 maintenance or any similar right. None of the outstanding shares of CombiMatrix Company Common Stock at an exercise price is subject to any right of $30.90 per sharefirst refusal in favor of the Company. There is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 or granting any option or similar right with respect to), any shares of CombiMatrix Company Common Stock at an exercise price of $29.55 per shareStock. The Company is not under any obligation, (iv) CombiMatrix Series C Warrants or bound by any Contract pursuant to purchase an aggregate of 65,576 which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of CombiMatrix Company Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix WarrantStock.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix the Company consists of: (i) 81,000,000 shares of Common Stock, $0.001 par value, of which 6,522,885 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; and (iii) 50,000,000 59,000,000 shares of CombiMatrix Common Preferred Stock, 0.001 par value $0.001 per sharevalue, (A) 254,780 of which 2,918,726 have been designated "Series A Preferred Stock," of which 254,780 shares have been issued and are outstanding as of the date of this Agreement, and (iiB) 5,000,000 shares of convertible preferred stock, par value $0.001 per share (the “CombiMatrix Preferred Stock”), 2,068,747 of which (A) 4,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock are outstanding as of the date of this Agreement, (B) 2,000 shares have been designated "Series B Preferred Stock, none ," of which 1,902,081 shares of Series B Preferred Stock have been issued and are outstanding as of the date of this Agreement, (C) 2,500 shares 6,759,143 of which have been designated "Series C Preferred Stock, none ," of which 6,759,143 shares of Series C Preferred Stock have been issued and are outstanding as of the date of this Agreement, (D) 12,000 shares 19,432,009 of which have been designated "Series D Preferred Stock, none ," of which 19,059,036 shares of Series D Preferred Stock have been issued and are outstanding as of the date of this Agreement, (E) 2,202 shares 30,000,000 of which have been designated "Series E Preferred Stock, none ," of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 15,400,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and are outstanding as of the date of this Agreement. Each outstanding share of CombiMatrix Series F the Senior Preferred Stock is convertible into the number one share of Company Common Stock. Each share of Series A Preferred Stock is convertible into 1.6 shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasuryStock. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As Part 2.3 of the date Disclosure Schedule provides an accurate and complete description of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants the terms of each repurchase option which is held by the Company and to purchase an aggregate which any of 11,252 such shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants is subject. Immediately prior to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii)Closing, the “CombiMatrix Warrants”). Section 2.3(a) authorized and outstanding stock of the CombiMatrix Disclosure Schedule listsCompany will be as set forth above, except for the issuance of capital stock upon the exercise of Company stock options and warrants outstanding as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrantagreement.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of of: (i) 50,000,000 6,000,000,000 shares of CombiMatrix Company Common Stock, par value $0.001 per share, of which 2,918,726 3,004,205,406 shares have been issued and are outstanding as of the date of this AgreementOctober 11, and 2012; (ii) 5,000,000 500,000,000 shares of convertible preferred stockCompany Series 2 Common Stock, par value $0.001 per share of which no shares are issued or are outstanding; (the “CombiMatrix iii) 100,000,000 shares of Company Non-Voting Common Stock, of which no shares are issued or are outstanding; and (iv) 20,000,000 shares of Company Preferred Stock”), of which (A) 4,000 3,000,000 shares have been designated Series A as Preferred Stock-Sixth Series, none Junior Participating, of which no shares of Series A Preferred Stock have been issued or are outstanding as of the date of this Agreementoutstanding, (B) 2,000 300,000 shares have been designated Series B as Preferred Stock-Seventh Series, none Convertible, of which no shares of Series B Preferred Stock have been issued or are outstanding as of the date of this Agreementoutstanding, (C) 2,500 232,745 shares have been designated as Ninth Series C Zero Coupon Convertible Preferred StockStock Due 2013, none of which no shares of Series C Preferred Stock have been issued or are outstanding as of the date of this Agreementoutstanding, and (D) 12,000 16,467,255 shares have not been designated Series D Preferred Stockdesignated, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have not been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as are not outstanding. As of October 11, 2012, the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any Company held no shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenonassessable and free of preemptive rights, purchase option, call, right of first refusal or any similar right. As The Company is not under (and will not as a result of the date Merger or any of this Agreementthe other Contemplated Transactions become under) any contractual obligation to repurchase, there are redeem or otherwise acquire any outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Company Common Stock at an exercise price of $29.55 per shareor other voting securities, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrantexcept for obligations under Company Plans.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix the Company consists of: (i) 170,000,000 shares of Common Stock, $0.001 par value (the “Company Common Stock”), of which 296,704 shares have been issued and are outstanding as of the date of this Agreement consists of Agreement; (iii) 50,000,000 138,180,000 shares of CombiMatrix Common Preferred Stock, par value $0.001 per sharepar value, 2,347 of which 2,918,726 have been designated “Series A1 Convertible Preferred Stock,” of which 2,218 shares have been issued and are outstanding as of the date of this Agreement, and (ii) 5,000,000 shares 1,506 of convertible preferred stock, par value $0.001 per share (the which have been designated “CombiMatrix Series B1 Convertible Preferred Stock”), ,” of which (A) 4,000 1,423 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock issued and are outstanding as of the date of this Agreement, (B) 2,000 68,000 of which have been designated “Series C Convertible Preferred Stock,” of which 8,000 shares have been designated Series B Preferred Stock, none of which shares of Series B Preferred Stock issued and are outstanding as of the date of this Agreement, (C) 2,500 shares 800,000 of which have been designated “Series C C1 Convertible Preferred Stock, ,” none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each share , 65,000,000 of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Stock which have been duly authorized and validly issued, designated “Series D Convertible Preferred Stock,” of which 736,082 shares have been issued and are fully paid and nonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder 48,000,000 of which have been designated “Series D1 Convertible Preferred Stock,” of which 480,262 shares have been issued and are outstanding CombiMatrix Common Stock and as of the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrant.this Agreement, 9,308,147 of which have been designated “Series E Convertible

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix the Company consists of: (A) 50,000,000 shares of Common Stock, of which 3,457,095 shares have been issued and are outstanding as of the date of this Agreement; and (B) 37,399,827 shares of Preferred Stock, 19,598,969 shares of which are issued and outstanding as of the date of this Agreement, (i) 548,847 of which have been designated "Series I Preferred Stock," all of which shares have been issued and are outstanding as of the date of this Agreement consists and are convertible into an aggregate of (i) 50,000,000 548,847 shares of CombiMatrix Common Stock, par value $0.001 per share, (ii) 1,200,000 of which 2,918,726 have been designated "Series II Preferred Stock," all of which shares have been issued and are outstanding as of the date of this Agreement and are convertible into an aggregate of 1,200,000 shares of Common Stock, (iii) 1,200,000 of which have been designated "Series II-A Preferred Stock," none of which shares have been issued and are outstanding as of the date of this Agreement, and (iiiv) 5,000,000 shares 5,882,353 of convertible preferred stock, par value $0.001 per share (the “CombiMatrix which have been designated "Series III Preferred Stock”), ," of which (A) 4,000 4,391,175 shares have been issued and are outstanding as of the date of this Agreement and are convertible into an aggregate of 6,426,586 shares of Common Stock, (v) 5,882,353 of which have been designated "Series III-A Preferred Stock, ," none of which shares of Series A Preferred Stock have been issued and are outstanding as of the date of this Agreement, (Bvi) 2,000 shares 1,176,470 of which have been designated "Series B IV Preferred Stock, ," none of which shares of Series B Preferred Stock have been issued and are outstanding as of the date of this Agreement, (Cvii) 2,500 shares 1,176,470 of which have been designated "Series C IV-A Preferred Stock, ," none of which shares of Series C Preferred Stock have been issued and are outstanding as of the date of this Agreement, (Dviii) 12,000 7,000,000 of which have been designated "Series V Preferred Stock," of which 2,981,852 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock issued and are outstanding as of the date of this AgreementAgreement and are convertible into an aggregate of 3,681,294 shares of Common Stock, and (Eix) 2,202 13,333,334 of which have been designated "Series VI Preferred Stock," of which 10,477,095 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock issued and are outstanding as of the date of this Agreement, Agreement and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 are convertible into an aggregate of 19,644,538 shares of which are issued and outstanding as of the date of this Agreement. Each share of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasuryStock. All of the outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Company Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As Part 2.3 of the date of this Agreement, there are outstanding Company Disclosure Schedule (i) CombiMatrix Series A Warrants to purchase an aggregate sets forth the name of 11,252 each Shareholder of the Company and the number and type of all shares of CombiMatrix Company Common Stock at an exercise price of $29.55 per share, and Company Preferred Stock held by such Shareholder and (ii) CombiMatrix Series A Warrants to purchase provides an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, accurate and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section 2.3(a) complete description of the CombiMatrix Disclosure Schedule lists, as of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series terms of each repurchase option which is held by the Company and to which any of such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrantshares is subject.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as As of the date of this Agreement Agreement, the authorized capital stock of the Company consists of of: (i) 50,000,000 20,000,000 shares of CombiMatrix Common Stock, par value $0.001 per share, of which 2,918,726 2,891,546 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 5,000,000 7,500,000 shares of convertible preferred stockCompany Preferred Stock, of which 761,903 are undesignated Preferred Stock (none of which are outstanding), 125,000 are designated Series A Redeemable Preferred Stock, par value $0.001 10.00 per share (the “CombiMatrix Preferred Stock”)share, of which (A) 4,000 shares have been 518,841 are designated Series A B Convertible Preferred Stock, none par value $4.492 per share, 1,418,200 are designated Series C Convertible Preferred Stock, par value $.001 per share, 630,756 are designated Series C1 Convertible Preferred Stock, par value $.001 per share, 2,230,260 are designated Series D Convertible Preferred Stock, par value $.001 per share, 1,003,617 are designated Series D1 Convertible Preferred Stock, par value $.001 per share, and 811,423 are designated Series E Convertible Preferred Stock, par value $.001 per share, of which the Company. 125,000, 445,263, 1,418,200, 630,756, 2,140,873, 0, and 811,423 shares of Series A Redeemable Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series C1 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series D1 Convertible Preferred Stock and Series E Convertible Preferred Stock, respectively, have been issued and are outstanding as of the date of this Agreement, (B. Part 2.3(a) 2,000 shares have been designated Series B Preferred Stock, none of which the Company Disclosure Schedule sets forth the number of shares of Series B Preferred Company Common Stock are into which each outstanding as share of each series the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares of Series C Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Company Preferred Stock (the “CombiMatrix Series F other than undesignated Company Preferred Stock”), 92 shares of which are issued and outstanding ) is convertible as of the date of this Agreement. Each share Except as set forth in Part 2.3(a) of CombiMatrix Series F Preferred Stock is convertible into the number of shares of CombiMatrix Common Stock equal to 1,000 divided by Company Disclosure Schedule, the conversion price of $3.87. CombiMatrix Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CombiMatrix Common Stock and CombiMatrix Preferred Company Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 no shares of CombiMatrix Common Company Stock at an exercise price held by any of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to other Acquired Corporations. Except as set forth in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Company Disclosure Schedule lists, as of the date of this Agreement, Schedule: (i) each record holder none of issued and the outstanding CombiMatrix Common shares of Company Stock and the number is entitled or subject to any preemptive right, right of shares heldparticipation, right to maintain interest or any similar right; (ii) each record holder none of issued and the outstanding CombiMatrix Series F Preferred shares of Company Stock and is subject to any right of first refusal in favor of the number of shares held Company; and (iii) there is no Acquired Corporation Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (A) each record holder of issued and outstanding CombiMatrix Warrantsor granting any option or similar right with respect to), (B) the number of any shares of CombiMatrix Common Stock subject Company Stock. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to each such CombiMatrix Warrantwhich it may become obligated, (C) the series to repurchase, redeem or otherwise acquire any outstanding shares of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix WarrantCompany Stock.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of of: (i) 50,000,000 28,000,000 shares of CombiMatrix Common Stock, Stock ($.0005 par value $0.001 per share), of which 2,918,726 4,774,580 shares have been issued and are outstanding as of the date of this Agreement, ; and (ii) 5,000,000 14,000,000 shares of convertible preferred stock, Preferred Stock ($.0005 par value $0.001 per share (the “CombiMatrix Preferred Stock”share), of which (A) 4,000 shares 600,000 of which have been designated "Series A Preferred Stock, none ," all of which shares of Series A Preferred Stock have been issued and are outstanding as of the date of this Agreementhereof, (B) 2,000 shares 1,280,000 of which have been designated "Series B Preferred Stock, none ," all of which shares of Series B Preferred Stock have been issued and are outstanding as of the date of this Agreementhereof, (C) 2,500 shares 2,636,362 of which have been designated 10. 18 "Series C Preferred Stock, none ," 2,454,544 of which shares of Series C Preferred Stock have been issued and are outstanding as of the date of this Agreementhereof, (D) 12,000 shares 3,200,000 of which have been designated "Series D Preferred Stock, none ," 3,133,164 of which shares of Series D Preferred Stock have been issued and are outstanding as of the date of this Agreementhereof, and (E) 2,202 shares 6,000,000 of which have been designated "Series E Preferred Stock, ," none of which shares of Series E Preferred Stock have been issued or are outstanding as of the date hereof. As of this Agreement, the date hereof and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each Effective Time, each outstanding share of CombiMatrix Series F Company Preferred Stock is and shall be convertible into the number one share of shares of CombiMatrix Company Common Stock equal to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasuryStock. All of the outstanding shares of CombiMatrix Company Common Stock and CombiMatrix Company Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessable. As All outstanding shares of the date of this AgreementCompany Common Stock and Company Preferred Stock, there are and all outstanding Company Options and Company Warrants, have been issued and granted in compliance with (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per shareall applicable securities laws and other applicable Legal Requirements, and (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to all requirements set forth in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”)applicable Contracts. Section Part 2.3(a) of the CombiMatrix Company Disclosure Schedule lists, as provides an accurate and complete description of the date terms of this Agreement, (i) each record holder of issued repurchase option which is held by the Company and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of to which any shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) capital stock of the series of each such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix WarrantCompany is subject.

Capitalization, Etc. (a) The authorized capital stock of CombiMatrix as of the date of this Agreement Company consists of thirty-six million five hundred fifty thousand (i36,550,000) 50,000,000 shares of CombiMatrix Common Stock, par value $0.001 per shareshares, of which 2,918,726 thirty million (30,000,000) shares are of a class designated Common Stock with a par value of $.001 per share ("Company Common Stock") (of which 4,467,713 shares have been issued and are outstanding as of the date of this Agreement), and six million five hundred fifty thousand (ii6,550,000) 5,000,000 shares are of convertible preferred stocka class designated Preferred Stock, of which three million two hundred forty thousand (3,240,000) shares are of a series designated "Series A Preferred Stock", restated par value $0.001 per share (the “CombiMatrix Preferred Stock”), of which (A) 4,000 3,240,000 shares have been designated Series A Preferred Stock, none of which shares of Series A Preferred Stock issued and are outstanding as of the date of this Agreement), and three million three hundred ten thousand (B3,310,000) 2,000 shares have been are of a series designated "Series B Preferred Stock", none par value $0.001 per share (of which 3,310,000 shares of Series B Preferred Stock have been issued and are outstanding as of the date of this Agreement, (C) 2,500 shares have been designated Series C Preferred Stock, none of which shares ). Each outstanding share of Series C A Preferred Stock are outstanding as of the date of this Agreement, (D) 12,000 shares have been designated and Series D Preferred Stock, none of which shares of Series D Preferred Stock are outstanding as of the date of this Agreement, (E) 2,202 shares have been designated Series E Preferred Stock, none of which shares of Series E Preferred Stock are outstanding as of the date of this Agreement, and (F) 8,000 shares have been designated Series F Preferred Stock (the “CombiMatrix Series F Preferred Stock”), 92 shares of which are issued and outstanding as of the date of this Agreement. Each share of CombiMatrix Series F B Preferred Stock is convertible into one share of Company Common Stock. The board of directors of the number Company has not at any time declared, and, in connection with the transactions contemplated by this Agreement, the holders of shares of CombiMatrix Common Series A Preferred Stock equal and Series B Preferred Stock are not entitled to, any dividends with respect to 1,000 divided by the conversion price of $3.87. CombiMatrix does not hold any shares of its capital stock in its treasurySeries A Preferred Stock and Series B Preferred Stock. All of the outstanding shares of CombiMatrix Company Common Stock, Series A Preferred Stock and CombiMatrix Series B Preferred Stock have been duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. As of the date of this Agreement, there are outstanding (i) CombiMatrix Series A Warrants to purchase an aggregate of 11,252 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (ii) CombiMatrix Series A Warrants to purchase an aggregate of 1,690 shares of CombiMatrix Common Stock at an exercise price of $30.90 per share, (iii) CombiMatrix Series B Warrants to purchase an aggregate of 18,334 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (iv) CombiMatrix Series C Warrants to purchase an aggregate of 65,576 shares of CombiMatrix Common Stock at an exercise price of $29.55 per share, (v) CombiMatrix Series D Warrants to purchase an aggregate of 388,365 shares of CombiMatrix Common Stock at an exercise price of $46.80 per share, (vi) CombiMatrix Series E Warrants to purchase an aggregate of 46,676 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (vii) CombiMatrix PIPE Warrants to purchase an aggregate of 100,847 shares of CombiMatrix Common Stock at an exercise price of $16.50 per share, (viii) CombiMatrix PIPE Warrants to purchase an aggregate of 1,831 shares of CombiMatrix Common Stock at an exercise price of $32.51 per share, and (ix) CombiMatrix Series F Warrants to purchase an aggregate of 2,067,183 shares of CombiMatrix Common Stock at an exercise price of $5.17 per share (the “CombiMatrix Series F Warrants” and, collectively with the warrants referred to in the foregoing clauses (i) through (viii), the “CombiMatrix Warrants”). Section Part 2.3(a) of the CombiMatrix Disclosure Schedule lists, as provides an accurate and complete description of the date of this Agreement, (i) each record holder of issued and outstanding CombiMatrix Common Stock and the number of shares held, (ii) each record holder of issued and outstanding CombiMatrix Series F Preferred Stock and the number of shares held and (iii) (A) each record holder of issued and outstanding CombiMatrix Warrants, (B) the number of shares of CombiMatrix Common Stock subject to each such CombiMatrix Warrant, (C) the series terms of each repurchase option which is held by the Company and to which any of such CombiMatrix Warrant, (D) the exercise price of each such CombiMatrix Warrant, and (E) the expiration date of each such CombiMatrix Warrantshares is subject.