REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2013 • CombiMatrix Corp • Laboratory analytical instruments
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2013, between CombiMatrix Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2015 • CombiMatrix Corp • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2015, between CombiMatrix Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2015 • CombiMatrix Corp • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2015, between CombiMatrix Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT COMBIMATRIX CORPORATIONCombiMatrix Corp • February 13th, 2015 • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August , 2015(1) (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CombiMatrix Corporation, a Delaware corporation (the “Company”), up to shares (as subject to adjustment and certain limitations hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Pursuant to Rule 144, the holding period of this Warrant and the Warrant Shares issuable upon exercise hereof shall tack back to February , 2015.
COMMON STOCK PURCHASE WARRANT COMBIMATRIX CORPORATIONCombiMatrix Corp • October 1st, 2012 • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March , 2013 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CombiMatrix Corporation, a Delaware corporation (the “Company”), up to shares(1) (as subject to adjustment and certain limitations hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNITY AGREEMENTIndemnity Agreement • April 7th, 2011 • CombiMatrix Corp • Laboratory analytical instruments • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2011, is made by and between COMBIMATRIX CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
SHARES OF SERIES F REDEEMABLE CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO AN AGGREGATE OF SHARES OF COMMON STOCK) AND WARRANTS (EXERCISABLE FOR AN AGGREGATE OF SHARES OF COMMON STOCK) OF COMBIMATRIX CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2016 • CombiMatrix Corp • Services-misc health & allied services, nec • New York
The undersigned, CombiMatrix Corporation, a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of CombiMatrix Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2008 • CombiMatrix Corp • Laboratory analytical instruments • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 10, 2008, by and among COMBIMATRIX CORPORATION, a Delaware corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2011 • CombiMatrix Corp • Laboratory analytical instruments • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of August 11, 2011, is made by and between COMBIMATRIX CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2008 • CombiMatrix Corp • Laboratory analytical instruments • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 3, 2008, (the “Securities Purchase Date”) by and among COMBIMATRIX CORPORATION, a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2011 • CombiMatrix Corp • Laboratory analytical instruments • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2011, by and among CombiMatrix Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LEAK-OUT AGREEMENTLeak-Out Agreement • March 18th, 2016 • CombiMatrix Corp • Services-misc health & allied services, nec
This leak-out agreement, (this “Agreement”), dated as of March , 2016, by and between Combimatrix Corporation (the “Company”) and the holder identified on the signature page hereto (the “Holder”) of the Series F Convertible Preferred Stock, par value of $0.001 per share (the “Preferred Stock”), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued in connection with the public offering (the “Offering”) of the Preferred Stock pursuant to the registration statement filed with the U.S. Securities and Exchange Commission on Form S-1 (registration No. 333-208704). Defined terms not otherwise defined herein shall have the meanings set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series F Convertible Preferred Stock filed in connection with the Offering (the “Certificate of Designation”).
COMBIMATRIX CORPORATION Common Stock and Warrants PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 29th, 2009 • CombiMatrix Corp • Laboratory analytical instruments • Pennsylvania
CombiMatrix Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 1,100,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and warrants (the “Warrants” and, together with the Shares, the “Securities”) to purchase up to an aggregate of 1,100,000 shares of Common Stock (the “Warrant Shares”). The Company desires to engage Emerging Growth Equities, Ltd. as its placement agent (the “Placement Agent”) in connection with the issuance and sale of the Securities to the Investors.
MARKETING AND LABORATORY SERVICES AGREEMENTMarketing and Laboratory Services Agreement • September 27th, 2017 • CombiMatrix Corp • Services-misc health & allied services, nec • California
This Marketing and Laboratory Services Agreement (this “Agreement”) is made and entered into as of September 25, 2017 (the “Effective Date”) by and between CombiMatrix Molecular Diagnostics, Inc., a Delaware corporation, with its principal place of business at 300 Goddard, Suite 100, Irvine, California 92618 (“CombiMatrix”) and Invitae Corporation, a Delaware corporation, with its principal place of business at 1400 16th Street, San Francisco, California 94103, and its wholly-owned subsidiary, Good Start Genetics, Inc. (collectively referred to herein as “Invitae”). CombiMatrix and Invitae may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONTransaction Bonus Payout Agreement • July 31st, 2017 • CombiMatrix Corp • Services-misc health & allied services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 31, 2017, by and among INVITAE CORPORATION, a Delaware corporation (“Invitae”), CORONADO MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and COMBIMATRIX CORPORATION, a Delaware corporation (“CombiMatrix”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITY AGREEMENTSecurity Agreement • July 11th, 2008 • CombiMatrix Corp • Laboratory analytical instruments • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of July 10, 2008, by COMBIMATRIX CORPORATION, a Delaware corporation with its principal place of business located at 6500 Harbour Heights Parkway Suite 303 Mukilteo, WA 98275 (the “Company”), COMBIMATRIX MOLECULAR DIAGNOSTICS, INC., a California corporation with a principal place of business at 310 Goddard, Ste 150, Irvine, California 92618 (the “Guarantor”, and together with the Company, the “Grantor”), in favor YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”).
COMBIMATRIX CORPORATION AMENDMENT NO. 1 TO APRIL 2015 COMMON STOCK PURCHASE WARRANTS WARRANT NO.: «Warrant_No» THIS AMENDMENT SHOULD BE ATTACHED TO THE ORIGINAL WARRANT CERTIFICATESCombiMatrix Corp • October 13th, 2015 • Services-misc health & allied services, nec
THIS AMENDMENT NO. 1 TO APRIL 2015 COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is made as of October 12, 2015 by and between CombiMatrix Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of those certain Common Stock Purchase Warrants described below (the “Warrants”). The Warrants are one of a series of warrants to purchase shares of the Company’s Common Stock that were issued April 29, 2015 pursuant to that certain Securities Purchase Agreement dated February 13, 2015 by and among the Company, the Holder and certain other investors (the “Purchase Agreement”).
INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • April 7th, 2011 • CombiMatrix Corp • Laboratory analytical instruments
THIS INVESTORS RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2011, by and among CombiMatrix Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMBIMATRIX CORPORATION STOCK OPTION AGREEMENT R E C I T A L S :Stock Option Agreement • December 26th, 2006 • CombiMatrix Corp • Delaware
COMBIMATRIX CORPORATION AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTS THIS AMENDMENT SHOULD BE ATTACHED TO THE ORIGINAL WARRANT CERTIFICATESCombiMatrix Corp • February 26th, 2013 • Laboratory analytical instruments
THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is made as of the last date set forth below by and between CombiMatrix Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of those certain Common Stock Purchase Warrants described below (the “Warrants”). The Warrants are two of a series of warrants to purchase shares of the Company’s Common Stock that were issued pursuant to that certain Securities Purchase Agreement dated September 28, 2012 by and among the Company, the Holder and certain other investors (the “Purchase Agreement”).
AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGESCombiMatrix Corp • July 14th, 2008 • Laboratory analytical instruments
US ARMY RDECOM ACQ. CTR. - W911SR EDGEWOOD CONTRACTING DIVISION ATTN: AMSRD-ACC-E/BLDG E4455 E5179 HOADLEY ROAD ABERDEEN PROVING GROUND MD 21010-5401 DCMA TWIN CITIES - S2401A
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 26th, 2006 • CombiMatrix Corp • Delaware
THIS AGREEMENT is made as of December _____, 2006, by and between CombiMatrix Corporation, a Delaware corporation (the “Company”), and _________________., one of the Directors of the Company (the “Indemnitee”), with reference to the following facts:
AMENDMENT NO. 2 TO LEASELease • March 27th, 2009 • CombiMatrix Corp • Laboratory analytical instruments
This Amendment No. 2 to Lease (this “Amendment No. 2”) is made as of the 11th day of March, 2009, by and between EDISON SPECTRUM PARTNERS, LLC, a California limited liability company (“Lessor”) and CombiMatrix Molecular Diagnostics, Inc., a California Corporation, (“Lessee”). This Amendment No. 2 amends and modifies the terms and conditions of that certain Standard Industrial/Commercial Multi-Tenant Net Lease dated June 26, 2006 (the “Original Lease”), and Amendment No. 1 dated July 7, 2007 by and between Lessor and Lessee. The Original Lease, as hereby amended, is referred to herein as the “Lease.” Capitalized terms which are not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Original Lease.
AMENDMENT NO. 3 TO THE ORIGINAL LEASEThe Original Lease • January 15th, 2010 • CombiMatrix Corp • Laboratory analytical instruments
This AMENDMENT NO. 3 TO THE ORIGINAL LEASE (“Amendment No. 3,”) dated January 11, 2010 for references purposes only, is made by and between GFE Goddard Investment, LLC (“Lessor”) successor in interest through a Grant Deed from Edison Spectrum Partners, LLC recorded April 24, 2009 and CombiMatrix Molecular Diagnostics, Inc., a California corporation (“Lessee.”) This Amendment No. 3 amends and modifies the terms and conditions of that certain Lease dated June 26, 2006, as amended by that certain Amendment No. 1 dated July 7, 2007 and as further amended by that certain Amendment No. 2 to the Lease dated March 11, 2009 (as so amended, the “Original Lease”), each of which are by and between Lessor and Lessee. The Original Lease, as hereby amended by this Amendment No. 3, is referred to herein as the “Lease.” Capitalized terms that are not otherwise defined in this Amendment No. 3 have the meanings ascribed to such terms as provided in the Original Lease.
* ] SUPPLY AGREEMENTSupply Agreement • November 13th, 2009 • CombiMatrix Corp • Laboratory analytical instruments • Washington
This [ * ] SUPPLY AGREEMENT (hereinafter referred to as the “Supply Agreement”), effective as of the date of last signature herein (“Effective Date”) is made and entered into by and among (i) CombiMatrix Corporation, which is a corporation organized under the law of the state of Delaware and has a primary business address located at 6500 Harbour Heights Parkway, Suite 303, Mukilteo, Washington 98275 (hereinafter referred to as “CombiMatrix”) and (ii) Illumina, Inc., which is a corporation organized under the law of the state of Delaware and has a primary business address located at 9885 Towne Centre Drive, San Diego, CA 92121-1975 (hereinafter referred to as “Illumina”).
April 28, 2009 The Benchmark Company LLC 19th Floor New York, NY 10038 Ladies and Gentlemen:CombiMatrix Corp • April 29th, 2009 • Laboratory analytical instruments
Reference is made to (i) that certain Placement Agent Agreement (the “First Placement Agent Agreement”), dated April 2, 2009, between Emerging Growth Equities, Ltd. (“EGE”), as placement agent and CombiMatrix Corporation (the “Company”), (ii) that certain Placement Agent Agreement (the “Second Placement Agent Agreement”) between EGE as Placement Agent and the Company, dated April 28, 2009, with respect to the issuance and sale (the “Offering”) of up to an aggregate of 1,100,000 shares of the Company’s common stock, $0.001 par value (the “Common Stock”) and warrants to purchase up to 1,100,000 shares of Common Stock (the “Warrants”, and together with the Common Stock, the “Securities”), and (iii) that certain Selected Dealer Agreement (the “Selected Dealer Agreement”), dated April 13, 2009, between EGE as placement agent and The Benchmark Company LLC (“Benchmark”) as a selected dealer for EGE in connection with the Offering. Capitalized terms used and not defined herein shall have the m
AGREEMENT OF SETTLEMENT AND RELEASEAgreement of Settlement and Release • April 28th, 2015 • CombiMatrix Corp • Laboratory analytical instruments • California
This AGREEMENT OF SETTLEMENT AND RELEASE (the “Agreement”) is made and entered into as of April 23, 2015 (the “Effective Date”), by and between Plaintiff Michael Strathmann (“Strathmann” or “Plaintiff”), on the one hand, and Defendants Acacia Research Corporation, a Delaware corporation (“Acacia”) CombiMatrix Corporation, a Delaware corporation (“CombiMatrix”), and Amit Kumar, an individual (“Kumar”) (collectively “Defendants” or “Defendant Parties”), on the other hand. Strathmann and Defendants are sometimes collectively referred to herein as the “Parties.”
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • August 16th, 2010 • CombiMatrix Corp • Laboratory analytical instruments • Washington
This Separation Agreement and Release of Claims (“Agreement”) is between Amit Kumar, Ph.D. (“Kumar”) and CombiMatrix Corporation (“CombiMatrix” or the “Company”).
Merrill Lynch Loan Management Account® AgreementCombiMatrix Corp • May 14th, 2008 • Laboratory analytical instruments • Utah
SETTLEMENT AGREEMENTSettlement Agreement • May 17th, 2010 • CombiMatrix Corp • Laboratory analytical instruments • California
This Settlement Agreement (the “SETTLEMENT AGREEMENT”) is entered into effective on January 27, 2010, by and between Plaintiffs-Appellees ACACIA RESEARCH CORPORATION and COMBIMATRIX CORPORATION (“PLAINTIFFS”), and Defendant-Appellant NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA (“NATIONAL UNION”), with reference to the following facts:
COMBIMATRIX CORPORATION AMENDMENT NO. TO COMMON STOCK PURCHASE WARRANTS THIS AMENDMENT SHOULD BE ATTACHED TO THE ORIGINAL WARRANT CERTIFICATESCombiMatrix Corp • February 13th, 2015 • Laboratory analytical instruments
THIS AMENDMENT NO. TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is made as of February 13, 2015 by and between CombiMatrix Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of those certain Common Stock Purchase Warrants described below (the “Warrants”). The Warrants are one of a series of warrants to purchase shares of the Company’s Common Stock that were issued pursuant to that certain Securities Purchase Agreement dated by and among the Company, the Holder and certain other investors (the “Purchase Agreement”).
COMBIMATRIX CORPORATION COMMON STOCK PURCHASE WARRANTS REPURCHASE AGREEMENTCommon Stock Purchase Warrants Repurchase Agreement • July 11th, 2016 • CombiMatrix Corp • Services-misc health & allied services, nec
THIS COMMON STOCK PURCHASE WARRANTS REPURCHASE AGREEMENT (this “Agreement”) is made as of July 11, 2016 (the “Effective Date”), by and between CombiMatrix Corporation, a Delaware corporation (the “Company”), and those certain holders of Common Stock Purchase Warrants set forth on the signature pages hereto (each, a “Warrantholder” and collectively, the “Warrantholders”). The Company and the Warrantholders are referred to, each as a “Party,” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Warrants (defined below).
EMPLOYEE MATTERS AGREEMENT by and between ACACIA RESEARCH CORPORATION and COMBIMATRIX CORPORATIONEmployee Matters Agreement • December 26th, 2006 • CombiMatrix Corp • Delaware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of December 21, 2006 by and between ACACIA RESEARCH CORPORATION, a Delaware corporation (“Acacia”), and COMBIMATRIX CORPORATION, a Delaware corporation (“CombiMatrix”), a wholly owned subsidiary of Acacia.
TAX ALLOCATION AGREEMENT by and between ACACIA RESEARCH CORPORATION and COMBIMATRIX CORPORATIONTax Allocation Agreement • December 26th, 2006 • CombiMatrix Corp • Delaware
THIS TAX ALLOCATION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2006, by and between ACACIA RESEARCH CORPORATION, a Delaware corporation (“Acacia”), and COMBIMATRIX CORPORATION, a Delaware corporation and, as of the date hereof, a wholly-owned subsidiary of Acacia (“CombiMatrix”).
CombiMatrix Corporation Attn: Scott BurellCombiMatrix Corp • December 7th, 2012 • Laboratory analytical instruments
