0001104659-11-019142 Sample Contracts

INDEMNITY AGREEMENT
Indemnity 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”).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

INVESTORS RIGHTS AGREEMENT
Investors 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”).

HLM RIGHTS AGREEMENT
HLM Rights Agreement • April 7th, 2011 • CombiMatrix Corp • Laboratory analytical instruments

THIS HLM RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2011, by and between CombiMatrix Corporation, a Delaware corporation (the “Company”), and HLM Venture Partners III, L.P. (“HLM”).

COMBIMATRIX CORPORATION WARRANT TO PURCHASE COMMON STOCK
CombiMatrix Corp • April 7th, 2011 • Laboratory analytical instruments • Delaware

THIS CERTIFIES THAT, for value received, [ ] or its permitted registered assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from CombiMatrix Corporation, a Delaware corporation (the “Company”), up to [ ] of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

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