0001104659-12-066507 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 1st, 2012 • CombiMatrix Corp • Laboratory analytical instruments

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 28, 2012, 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 1st, 2012 • CombiMatrix Corp • Laboratory analytical instruments • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2012, 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 CORPORATION
CombiMatrix 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).

FORM OF LOCK-UP AGREEMENT
Re:                             Securities Purchase Agreement • October 1st, 2012 • CombiMatrix Corp • Laboratory analytical instruments • New York

Re: Securities Purchase Agreement, dated as of September 28, 2012 (the “Purchase Agreement”), between Combimatrix Corporation, a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

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