**Exhibit 4.9**

THIS WARRANT HAS NOT BEEN REGISTERED 

UNDER THE SECURITIES ACT OF 1933 

AND IS NOT TRANSFERABLE 

EXCEPT AS PROVIDEDHEREIN 

Lumera Corporation 

PURCHASE WARRANT 

Issued to: 

**[            ]**

Exercisable to Purchase 

[            ] Shares of Common Stock 

of 

**LUMERA CORPORATION**

 

Void after             ,2009 

This is to certify that, for value received and subject to the terms and conditions set forth below, theWarrantholder (as defined below) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after                    , 2005 and on or before                    , 2009, up to [            ] Shares (as defined below) at a per shareexercise price equal to the Exercise Price (as defined below). 

This Warrant Certificate is issued subject to the following terms andconditions: 

1. Definitions. Except as may be otherwise clearly required by the context, the following terms have the followingmeanings: 

(a) “Act” means the Securities Act of 1933, as amended. 

(b) “Average Closing Price” means, as of any date, the average of the closing prices of a Security for the 20 consecutive trading daysimmediately preceding such date. 

(c) “Cashless Exercise” means an exercise of Warrants in which, in lieu of payment ofthe Exercise Price, the Holder elects to receive a lesser number of Securities such that the value of the Securities that such Holder would otherwise have been entitled to receive but has agreed not to receive, as determined by the closing price ofsuch Securities on the date of exercise or, if such date is not a trading day, on the next prior trading day, is equal to the aggregate Exercise Price with respect to such exercise. A Holder may only elect a Cashless Exercise if Securities issuableby the Company on such exercise are publicly traded securities. 

(d) “Closing Date” means the date on which the Offeringis closed. 

(e) “Commission” means the Securities and Exchange Commission. 

(f) “Common Stock” means the common stock, $0.001 par value, of the Company. 

(g) “Company” means Lumera Corporation, a Delaware corporation. 

(h) “Company’s Expenses” means any and all expenses payable by the Company or the Warrantholder in connection with an offeringdescribed in Section 6 hereof, except Warrantholder’s Expenses. 

(i) “Effective Date” means the date on whichthe Registration Statement is declared effective by the Commission. 

(j) “Exercise Price” means the price at which theWarrantholder may purchase one Share upon exercise of Warrants as determined from time to time pursuant to the provisions hereof. The initial Exercise Price is $8.34 per Share. 

(k) “Offering” means the public offering of Shares made pursuant to the Registration Statement. 

 
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(l) “Participating Underwriter” means any underwriter participating in the sale of theSecurities pursuant to a registration under Section 6 of this Warrant Certificate. 

(m) “Registration Statement”means the Company’s registration statement (File No. 333 -115650) as amended through the Closing Date. 

(n) “Rules andRegulations” means the rules and regulations of the Commission adopted under the Act. 

(o) “Securities” means thesecurities obtained or obtainable upon exercise of the Warrant or securities obtained or obtainable upon exercise, exchange, or conversion of such securities. 

(p) “Share” means a share of Common Stock. 

(q) “Warrant Certificate”means a certificate evidencing the Warrant. 

(r) “Warrantholder” means a record holder of the Warrant or Securities. Theinitial Warrantholder is [            ]. 

(s) “Warrantholder’sExpenses” means the sum of (i) the aggregate amount of cash payments made to an underwriter, underwriting syndicate, or agent in connection with an offering described in Section 6 hereof multiplied by a fraction the numerator ofwhich is the aggregate sales price of the Securities sold by such underwriter, underwriting syndicate, or agent in such offering and the denominator of which is the aggregate sales price of all of the securities sold by such underwriter,underwriting syndicate, or agent in such offering and (ii) all out-of-pocket expenses of the Warrantholder, except for the fees and disbursements of one firm retained as legal counsel for the Warrantholder that will be paid by the Company.

(t) “Warrant” means the warrant evidenced by this certificate, any similar certificate issued in connection with theOffering, or any certificate obtained upon transfer or partial exercise of the Warrant evidenced by any such certificate. 

2. Exerciseof Warrant. All or any part of the Warrant represented by this Warrant Certificate may be exercised commencing on the first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date bysurrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, 19910 North Creek Parkway, Bothell, Washington 98041; or at suchother office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt ofnotice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Companyshall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder’s instructions immediately upon payment in full by the Warrantholder, in lawful money of the United States, of the Exercise Pricepayable with respect to the Securities being purchased, if any. If the Warrantholder shall represent and warrant that all applicable registration and 

 
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prospectus delivery requirements for their sale have been complied with upon sale of the Securities received upon exercise of the Warrant, such certificatesshall not bear a legend with respect to the Securities Act of 1933. 

If fewer than all the Securities purchasable under the Warrant arepurchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing that portion of the Warrant notexercised. The Securities to be obtained on exercise of the Warrant will be deemed to have been issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the date of the payment of theExercise Price. 

3. Adjustments in Certain Events. The number, class, and price of Securities for which this Warrant Certificate maybe exercised are subject to adjustment from time to time upon the happening of certain events as follows: 

(a) If the outstanding shares ofthe Company’s Common Stock are divided into a greater number of shares or a dividend in Common Stock is paid on the Common Stock, the number of Shares for which the Warrant is then exercisable will be proportionately increased and the ExercisePrice will be proportionately reduced; and, conversely, if the outstanding shares of Common Stock are combined into a smaller number of shares of Common Stock, the number of Shares for which the Warrant is then exercisable will be proportionatelyreduced and the Exercise Price will be proportionately increased. The increases and reductions provided for in this Section 3(a) will be made with the intent and, as nearly as practicable, the effect that neither the percentage of the totalequity of the Company obtainable on exercise of the Warrants nor the price payable for such percentage upon such exercise will be affected by any event described in this Section 3(a). 

(b) In case of any change in the Common Stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchaseof substantially all the assets of the Company, or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so that the holder of this Warrant Certificate will have theright thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which it would have been entitled if, immediately prior to such event, it had held the number of Shares kobtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Warrantholder, to the end that theprovisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. The Company will not permit any change in itscapital structure to occur unless the issuer of the shares of stock or other securities to be received by the holder of this Warrant Certificate, if not the Company, agrees to be bound by and comply with the provisions of this Warrant Certificate.

(c) When any adjustment is required to be made in the number of shares of Common Stock, other securities, or the property purchasable uponexercise of the Warrant, the Company will promptly determine the new number of such shares or other securities or property 

 
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purchasable upon exercise of the Warrant and (i) prepare and retain on file a statement describing in reasonable detail the method used in arriving atthe new number of such shares or other securities or property purchasable upon exercise of the Warrant and (ii) cause a copy of such statement to be mailed to the Warrantholder within thirty (30) days after the date of the event givingrise to the adjustment. 

(d) No fractional Shares or other securities will be issued in connection with the exercise of the Warrant, butthe Company will pay, in lieu of fractional shares, a cash payment therefor on the basis of the Average Closing Price on the exercise date. 

(e) Except in a situation to which Section 3(a) applies, if securities of the Company or securities of any subsidiary of the Company are distributed pro rata to holders of Common Stock, such number of securities will be distributed tothe Warrantholder or its assignee upon exercise of its rights hereunder as such Warrantholder or assignee would have been entitled to if this Warrant Certificate had been exercised prior to the record date for such distribution. The provisions withrespect to adjustment of the Common Stock provided in this Section 3 will also apply to the securities to which the Warrantholder or its assignee is entitled under this Section 3(e). 

(f) Notwithstanding anything herein to the contrary, there will be no adjustment made hereunder on account of the sale by the Company of the Common Stockor other Securities purchasable upon exercise of the Warrant. 

4. Reservation of Securities. The Company agrees that the number ofshares of Common Stock or other Securities sufficient to provide for the exercise of the Warrant upon the basis set forth above will at all times during the term of the Warrant be reserved for exercise. 

5. Validity of Securities. All Securities delivered upon the exercise of the Warrant will be duly and validly issued in accordance with theirterms, and the Company will pay all documentary and transfer taxes, if any, in respect of the original issuance thereof upon exercise of the Warrant. 

6. Registration of Securities Issuable on Exercise of Warrant Certificate. 

(a) The Company willregister the Securities with the Commission pursuant to the Act so as to allow the unrestricted sale of the Securities to the public from time to time commencing on the first anniversary of the Effective Date and ending at 5:00 p.m. Pacific Time onthe fifth anniversary of the Effective Date (the “Registration Period”). The Company will also file such applications and other documents necessary to permit the sale of the Securities to the public during the Registration Period inthose states in which the Shares were qualified for sale in the Offering or such other states as the Company and the Warrantholder agree to. In order to comply with the provisions of this Section 6(a), the Company is not required to file morethan one registration statement. No registration right of any kind, “piggyback” or otherwise, will last longer than five years from the Effective Date. 

(b) The Company will pay all of the Company’s Expenses and each Warrantholder will pay its pro rata share of the Warrantholder’s Expenses relating to the registration, offer, and sale of the Securities.

 
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(c) Except as specifically provided herein, the manner and conduct of the registration, including thecontents of the registration, will be entirely in the control and at the discretion of the Company. The Company will file such post-effective amendments and supplements as may be necessary to maintain the currency of the registration statementduring the period of its use. In addition, if the Warrantholder participating in the registration is advised by counsel that the registration statement, in their opinion, is deficient in any material respect, the Company will use its best efforts tocause the registration statement to be amended to eliminate the concerns raised. 

(d) The Company will furnish to the Warrantholder thenumber of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as it may reasonably request in order to facilitate the disposition of Securities owned by it. 

(e) The Company will, at the request of Warrantholders holding at least 50 percent of the then outstanding Warrants, (i) furnish an opinion ofthe counsel representing the Company for the purposes of the registration pursuant to this Section 6, addressed to the Warrantholders and any Participating Underwriter, (ii) furnish an appropriate letter from the independent publicaccountants of the Company, addressed to the Warrantholders and any Participating Underwriter, and (iii) make representations and warranties to the Warrantholders and any Participating Underwriter. A request pursuant to this subsection(e) may be made on three occasions. The documents required to be delivered pursuant to this subsection (e) will be dated within ten days of the request and will be, in form and substance, equivalent to similar documents furnished to theunderwriters in connection with the Offering, with such changes as may be appropriate in light of changed circumstances. 

7.Indemnification in Connection with Registration. 

(a) If any of the Securities are registered, the Company will indemnify and holdharmless each selling Warrantholder, any person who controls any selling Warrantholder within the meaning of the Act, and any Participating Underwriter against any losses, claims, damages, or liabilities, joint or several, to which anyWarrantholder, controlling person, or Participating Underwriter may be subject under the Act or otherwise; and it will reimburse each Warrantholder, each controlling person, and each Participating Underwriter for any legal or other expensesreasonably incurred by the Warrantholder, controlling person, or Participating Underwriter in connection with investigating or defending any such loss, claim, damage, liability, or action, insofar as such losses, claims, damages, or liabilities,joint or several (or actions in respect thereof), arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any such registration statement or any preliminaryprospectus or final prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein notmisleading; provided, however, that the Company will not be liable in any case to the extent that any loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omissionmade in any registration statement, preliminary prospectus, final prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by a Warrantholder for use in the preparation 

 
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thereof. The indemnity agreement contained in this subparagraph (a) will not apply to amounts paid to any claimant in settlement of any suit or claimunless such payment is first approved by the Company, such approval not to be unreasonably withheld. 

(b) Each selling Warrantholder, as acondition of the Company’s registration obligation, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed any registration statement or other filing or any amendment or supplement thereto, andany person who controls the Company within the meaning of the Act, against any losses, claims, damages, or liabilities to which the Company or any such director, officer, or controlling person may become subject under the Act or otherwise, and willreimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, or controlling person in connection with investigating or defending any such loss, claim, damage, liability, or action, insofar as such losses,claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in said registration statement, any preliminary or final prospectus, or otherfiling, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, butonly to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in said registration statement, preliminary or final prospectus, or other filing, or amendment or supplement, in reliance upon and inconformity with written information furnished by such Warrantholder for use in the preparation thereof; provided, however, that the indemnity agreement contained in this subparagraph (b) will not apply to amounts paid to any claimant insettlement of any suit or claim unless such payment is first approved by the Warrantholder, such approval not to be unreasonably withheld. 

(c) Promptly after receipt by an indemnified party under subparagraphs (a) or (b) above of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifyingparty, notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party otherwise than under subparagraphs (a) and(b) unless materially prejudiced by such failure to notify. 

(d) If any such action is brought against any indemnified party and itnotifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof,with counsel satisfactory to such indemnified party; and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for anylegal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. 

8. Restrictions on Transfer. This Warrant Certificate and the Warrant may not be sold, transferred, assigned or hypothecated for a one-year period after the Effective Date except to underwriters of the Offeringor to individuals who are either a partner or an officer of such an underwriter or by will or by operation of law. The Warrant may be divided or combined, upon 

 
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request to the Company by the Warrantholder, into a certificate or certificates evidencing the same aggregate number of Warrants. 

9. No Rights as a Shareholder. Except as otherwise provided herein, the Warrantholder will not, by virtue of ownership of the Warrant, be entitledto any rights of a shareholder of the Company but will, upon written request to the Company, be entitled to receive such quarterly or annual reports as the Company distributes to its shareholders. 

10. Notice. Any notices required or permitted to be given hereunder will be in writing and may be served personally or by mail; and if served bymail will be addressed as follows: 

If to the Company: 

Lumera Corporation 

19910 North Creek Parkway 

Bothell, Washington 98041 

Attention: ChiefExecutive Officer; 

If to the Warrantholder: 

at the address furnished 

by the Warrantholder to the 

Company for the purpose of 

notice.

Any notice so given by mail will be deemed effectively given 48 hours after mailing when deposited in the United States mail, registeredor certified mail, return receipt requested, postage prepaid and addressed as specified above. Any party may by written notice to the other specify a different address for notice purposes. 

11. Applicable Law. This Warrant Certificate will be governed by and construed in accordance with the laws of the State of Oregon, withoutreference to conflict of laws principles thereunder. All disputes relating to this Warrant Certificate shall be tried before the courts of Oregon located in Multnomah County, Oregon to the exclusion of all other courts that might have jurisdiction.

(Remainder of page intentionally blank; signature page follows) 

 
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Dated as of                    , 2004 

 

**LUMERA CORPORATION**
By:   Thomas D. Mino Chief Executive Officer
 
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