0001185185-10-000280 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2010 • Biomoda Inc/Nm • Services-hospitals

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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SERIES II COMMON STOCK PURCHASE WARRANT BIOMODA, INC.
Security Agreement • March 19th, 2010 • Biomoda Inc/Nm • Services-hospitals

THIS SERIES II COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to receive from BIOMODA, INC., a New Mexico corporation (the “Company”) up to ____________________________ shares (the “Warrant Shares”) of Common Stock via cashless exercise pursuant to Section 2(c).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 19th, 2010 • Biomoda Inc/Nm • Services-hospitals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2010, between BioModa, Inc., a New Mexico corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SERIES III COMMON STOCK PURCHASE WARRANT BIOMODA, INC.
Securities Agreement • March 19th, 2010 • Biomoda Inc/Nm • Services-hospitals

THIS SERIES III COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Exercise Date (as defined in the Purchase Agreement) and on or prior to the close of business on the 90th calendar day following the Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOMODA, INC., a New Mexico corporation (the “Company”), up to __________________________ shares (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). Notwithstanding anything herein to the contrary, in the event that the Registration Statement is not effective for the resale of the Warrant Shares, the Termination Date shall be extended by such number of days that th

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