Preview | Securities Purchase Agreement |

This Securities Purchase Agreement (this Agreement) is made as of the date set forth below between Acacia Research Corporation, a Delaware corporation (the Company), and the undersigned (the Investor), as follows:

1. The Company has authorized the sale and issuance to certain investors of up to 7,457,627 units (the Units), each consisting of (i) one share (the Share and collectively the Shares) of its Acacia Research-CombiMatrix Common Stock, par value $0.001 per share (the Common Stock) and (ii) one warrant (the Warrant and collectively the Warrants) to purchase 1.5 Shares of Common Stock (and the fractional amount being the Warrant Ratio) at an exercise price of Fifty-five Cents (55) per share, in substantially the form attached hereto as Exhibit A, subject to adjustment by the Companys Board of Directors, or a committee thereof, for a purchase price of Seventy-three and 75/100 Cents (73.75) per Unit (the Purchase Price). The shares issuable upon the exercise of the Warrants are referred to herein as the Warrant Shares and, together with the Units, the Shares and the Warrants, are referred to herein as the Securities.

2. The offering and sale of the Securities (the Offering) is being made pursuant to the Base Prospectus (defined below) and the exhibits thereto and the documents incorporated therein by reference filed by the Company with the Securities and Exchange Commission (the Commission), if applicable, certain preliminary prospectuses that have or will be filed with the Commission and delivered to the Investor on or prior to the date hereof (the Time of Sale Prospectus), and a Prospectus Supplement (defined below) containing certain supplemental information regarding the Securities and terms of the Offering that will be filed with the Commission and delivered, or otherwise made available, to the Investor along with the Companys counterpart to this Agreement

3. At the Closing (defined below), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Units set forth on the last page of this Agreement (the Signature Page) for the aggregate purchase price therefor set forth on the Signature Page.

4. The Company proposes to enter into substantially this same form of Securities Purchase Agreement with certain other investors (the Other Investors) and expects to complete sales of Units to them for an aggregate purchase price not to exceed $5,500,000. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the Investors, and this Agreement and the Securities Purchase Agreement executed by the Other Investors are hereinafter sometimes collectively referred to as the Agreements.

5. In the event that the Warrant Shares are exchangeable for shares of CombiMatrix Corporation (the New Company Shares) pursuant to a spin-out transaction of CombiMatrix Corporation from the Company (the Spin Out), then promptly following the effective date of the Spin Out (the Spin Out Date), but in any event no later than 30 days after the Spin Out Date (the Filing Deadline), CombiMatrix Corporation shall file registration statement on Form S-3, if such form is available to CombiMatrix Corporation, covering the resale of the New Company Shares, in an amount sufficient to cover the resale of the New Company Shares issuable upon exchange of the Warrant Shares, in accordance with the terms of this Section 5. In the event that Form S-3 is unavailable and/or inappropriate for such a registration of the New Company Shares, CombiMatrix Corporation shall use such other form or forms as are available and appropriate for such a registration.