0001472343-16-000184 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 16th, 2016 • Roka BioScience, Inc. • Laboratory analytical instruments

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

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 16th, 2016 • Roka BioScience, Inc. • Laboratory analytical instruments • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 16, 2016, between Roka Bioscience, Inc., 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
Common Stock Purchase Warrant • September 16th, 2016 • Roka BioScience, Inc. • 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Roka Bioscience, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment 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).

VOTING AGREEMENT
Voting Agreement • September 16th, 2016 • Roka BioScience, Inc. • Laboratory analytical instruments • New York

This VOTING AGREEMENT is dated as of _____________, 2016 (this “Agreement”), by and between Roka Bioscience, Inc., a Delaware corporation (the “Company”), and the shareholder named on the signature page hereto under the heading “Shareholder” (the “Shareholder”).

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