0001104659-15-010120 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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SECURITIES PURCHASE AGREEMENT
Securities 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 CORPORATION
CombiMatrix 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.

COMBIMATRIX CORPORATION AMENDMENT NO. TO COMMON STOCK PURCHASE WARRANTS THIS AMENDMENT SHOULD BE ATTACHED TO THE ORIGINAL WARRANT CERTIFICATES
CombiMatrix 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”).

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