Amended and Restated Investors' Rights Agreement dated August 25, 2004



 Exhibit 10.16 
  
 LUMERA CORPORATION 
  
 AMENDED AND RESTATED 
  
 INVESTORS’ RIGHTS AGREEMENT 
  
 First Closing: August 25, 2003 
  
 Second Closing: October 30, 2003 
  









 TABLE OF CONTENTS 
  

							
	 	  	 	  	 	  	Page


	 1.
	  	Registration Rights	  	2
				
	 	  	1.1	  	 Definitions
	  	2
	 	  	1.2	  	 Request for Registration
	  	3
	 	  	1.3	  	 Company Registration
	  	4
	 	  	1.4	  	 Form S-3 Registration
	  	5
	 	  	1.5	  	 Obligations of the Company
	  	6
	 	  	1.6	  	 Furnish Information
	  	7
	 	  	1.7	  	 Expenses of Registration
	  	7
	 	  	1.8	  	 Underwriting Requirements
	  	8
	 	  	1.9	  	 Delay of Registration
	  	9
	 	  	1.10	  	 Indemnification
	  	9
	 	  	1.11	  	 Reports Under Securities Exchange Act of 1934
	  	11
	 	  	1.12	  	 Assignment of Registration Rights
	  	12
	 	  	1.13	  	 Limitations on Subsequent Registration Rights
	  	12
	 	  	1.14	  	 Market Stand-Off Agreement
	  	13
	 	  	1.15	  	 Termination of Registration Rights
	  	13
			
	 2.
	  	Covenants of the Company	  	14
				
	 	  	2.1	  	 Delivery of Financial Statements
	  	14
	 	  	2.2	  	 Inspection
	  	14
	 	  	2.3	  	 Right of Participation
	  	14
	 	  	2.4	  	 Stock Vesting
	  	16
	 	  	2.5	  	 Employee Non-Disclosure and Assignment of Inventions Agreement
	  	16
	 	  	2.7	  	 Termination of Covenants
	  	16
			
	 3.
	  	Miscellaneous	  	16
				
	 	  	3.1	  	 Successors and Assigns
	  	16
	 	  	3.2	  	 Amendments and Waivers
	  	17
	 	  	3.3	  	 Notices
	  	17
	 	  	3.4	  	 Severability
	  	17
	 	  	3.5	  	 Governing Law
	  	17
	 	  	3.6	  	 Counterparts
	  	17
	 	  	3.7	  	 Titles and Subtitles
	  	17
	 	  	3.8	  	 Aggregation of Stock
	  	17
	 	  	3.9	  	 Specific Enforcement
	  	18

  









 LUMERA CORPORATION 
  
 AMENDED AND RESTATED 
  

INVESTORS’ RIGHTS AGREEMENT 
  
 This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 25th day of August, 2003, by and among Lumera Corporation, a Washington corporation (the “Company”) and the investors listed on
Exhibit A hereto, each of which is herein referred to as an “Investor.” 
  
 RECITALS 
  
 WHEREAS, the Company and certain Investors have previously entered into an Investors’ Rights Agreement dated March 14, 2001 (the “Prior Rights Agreement”), pursuant to which the Company granted the holders of
Series A Preferred Stock certain rights; 
  
 WHEREAS, the
Company and certain Investors have entered into a Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith pursuant to which the Company desires to sell to such Investors and such Investors desire
to purchase from the Company shares of the Company’s Series B Preferred Stock; 
  
 WHEREAS, a condition to the Investors’ obligations under the Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide the Investors with (i) certain rights to
register shares of the Company’s Class A Common Stock issuable upon conversion of the Series B Preferred Stock held by the Investors, (ii) certain rights to receive or inspect information pertaining to the Company, and (iii) a right of
participation with respect to certain issuances by the Company of its securities; and 
  
 WHEREAS, the Company and the holders of Series A Preferred Stock desire to induce certain of the Investors to purchase shares of Series B Preferred Stock pursuant to the Purchase Agreement by agreeing to the
terms and conditions set forth herein and amend and restate the Prior Rights Agreement. 
  









 NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants
and conditions set forth in this Agreement and in the Purchase Agreement, the parties hereto agree to amend and restate the Prior Rights Agreement as follows: 
  

1. Registration Rights. The Company and the Investors covenant and agree as follows: 
  
 1.1 Definitions. For purposes of this Section 1: 
  
 (a) The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the
“Securities Act”), and the declaration or ordering of effectiveness of such registration statement or document; 
  
 (b) The term “Registrable Securities” means (i) the shares of Class A Common Stock issuable or issued upon conversion of
the Series A Preferred Stock or Series B Preferred Stock and (ii) any other shares of Class A Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i); provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in
which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Class A Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a
broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof or Rule 144
thereunder so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale; 
  
 (c) The number of shares of “Registrable Securities then outstanding” shall be determined by the number of shares of
Class A Common Stock outstanding which are, and the number of shares of Class A Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities; 
  
 (d) The term “Holder” means any person
owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.12 of this Agreement; 
  
 (e) The term “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor form
under the Securities Act; 
  
 (f) The term
“SEC” means the Securities and Exchange Commission; and 
  
 (g) The term “Qualified IPO” means a firm commitment underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement under the Securities Act, with a
public offering price per share of not less than $2 and which results in aggregate cash proceeds to the Company of an amount equal to or greater than $10,000,000 (net of underwriting discounts and commissions). 
  

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 1.2 Request for Registration. 
  
 (a) If the Company shall receive at any time after the
earlier of (i) May          , 2006 or (ii) six (6) months after the effective date of the first registration statement for a public offering of securities of the Company (other than a registration
statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan approved by the Board of Directors of the Company or an SEC Rule 145 transaction approved by the Board of
Directors of the Company), a written request from the Holders of at least 30% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of not less than 30% of
the Registrable Securities then outstanding with an anticipated aggregate gross offering price of at least $10,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and
shall, subject to the limitations of subsection 1.2(b), use reasonable efforts to effect as soon as practicable, and in any event within 90 days of the receipt of such request, the registration under the Securities Act of all Registrable Securities
which the Holders request to be registered within fifteen (15) days of the mailing of such notice by the Company in accordance with Section 3.3. Subject to the limitations of this Section 1.2, the Company may also include shares of its capital stock
in such registration. 
  
 (b) If the Holders
initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request
made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably
acceptable to the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this
Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which
would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as
practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other
securities are first entirely excluded from the underwriting; provided, further, that notwithstanding the foregoing, if the University of Washington (the “University”) requests pursuant to the Restricted Stock Purchase
Agreement dated October 20, 2000 between the University and the Company to include in a registration pursuant to this Section 1.2 shares of the Company’s Class A Common Stock held by 

  

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the University (the “UW Shares”), the number of securities to be registered in such registration shall be allocated to each Holder and the
University in proportion (as nearly as practicable) to the amount of the Company’s securities held by each Holder exercising its rights hereunder and the University, provided that the number of UW Shares is not reduced below twenty
percent (20%) of the number of securities to be registered in such registration, unless such registration is the Company’s initial public offering. 
  
 (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section
1.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, the filing would interfere with a material financing, corporate reorganization, acquisition, merger,
consolidation or other material fact or event, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not
utilize this right more than once in any twelve-month period. 
  
 (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: 
  
 (i) After the Company has effected two (2) registrations pursuant to this Section 1.2 and such registrations
have been declared or ordered effective; 
  
 (ii)
During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3
hereof; provided that the Company is in good faith using reasonable efforts to cause such registration statement to become effective; or 
  
 (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3
pursuant to a request made pursuant to Section 1.4 below. 
  
 1.3
Company Registration. After the Company’s initial public offering, if (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan approved by the Board of Directors of the Company or a transaction covered by Rule 145 under the
Securities Act approved by the Board of Directors of the Company, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form
which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of
such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance 

  

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with Section 3.3, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable
Securities that each such Holder has requested to be registered. If a Holder decides not to include any or all of its Registrable Securities in any registration statement filed by the Company, such holder shall nevertheless continue to have the
right to include any Registrable Securities in any subsequent registration statement or statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. 
  
 1.4 Form S-3 Registration. In case the Company shall receive
from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3, with an anticipated aggregate gross offering price of not less than $2,000,000, and any related qualification or compliance with respect to
all or a part of the Registrable Securities owned by such Holder or Holders, the Company will: 
  
 (a) promptly give written notice of the proposed registration, and any, related qualification or compliance, to all other Holders; and

  
 (b) as soon as practicable, effect such
registration, up to one (1) per year, and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities
as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such
written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the
Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate gross price to the
public of less than $2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, the filing would interfere with
a material financing, corporate reorganization, acquisition, merger, consolidation or other material fact or event, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more
than 90 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the
twelve (12) month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do
business or to execute a general consent to service of process in effecting such registration, qualification or compliance, and in which the Company is not already qualified to do business or subject to service of process; or (vi) during the period
ending one hundred eighty (180) days after the effective date of (x) a registration statement filed pursuant to Section 1.2 or a registration statement subject to Section 1.3 or (y) the registration statement for the Company’s initial public
offering. 
  

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 (c) Subject to the foregoing, the Company shall file a registration statement covering
the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for
registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively. 
  
 1.5 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  
 (a) Prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for up to ninety (90) days. The Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement that contemplates a distribution of
securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, except for registrations pursuant to Section 1.4; provided, however, that the Company will only be required to keep such registration statement
effective for up to ninety (90) days. 
  
 (b)
Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement for up to ninety (90) days. 
  
 (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 
  

(d) Use reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service
of process in any such states of jurisdictions, and in which the Company is not already qualified to do business or subject to service of process. 
  
 (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 
  
 (f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such 

  

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registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for ninety (90) days. 
  
 (g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or over-the-counter
market on which similar securities issued by the Company are then listed. 
  
 (h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such
registration. 
  
 (i) Use reasonable efforts to
furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to
this Section 1, being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters and to the Holders requesting registration of Registrable Securities. 
  
 1.6 Furnish Information. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities
held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. The Company shall have no obligation with respect to any registration requested
pursuant to Section 1.2 or Section 1.4 of this Agreement if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration
does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in subsection 1.2(a) or Section 1.4, whichever is
applicable. • 
  
 1.7 Expenses of Registration.

  
 (a) Demand Registration.
All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees,
printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable and documented fees and disbursements of one counsel for the selling Holders selected by them not to exceed $15,000 shall be borne by the
Company; provided, however, that the Company shall 

  

 -7- 








 
not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at
the request of the Holders of a majority of the Registrable Securities to be registered and the Company is in compliance with this Agreement (in which case all participating Holders shall bear all such reasonable expenses in proportion to the number
of shares for which registration was requested), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2; provided further, however, that if at the time of such
withdrawal, the Holders have learned of a material adverse change in the condition, results, business, or prospects of the Company that would adversely affect the offering and have withdrawn the request with reasonable promptness following
disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2. 
  
 (b) Company Registration. All expenses other than underwriting discounts and
commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder, including (without limitation) all registration, filing, and qualification fees, printers’ and
accounting fees, fees and disbursements of counsel for the Company and the reasonable and documented fees and disbursements of one counsel for the selling Holder or Holders selected by them not to exceed $15,000 shall be borne by the Company.

  
 (c) Registration on Form
S-3. All expenses, other than any underwriters’ discounts or commissions associated with Registrable Securities, incurred in connection with registrations requested pursuant to Section 1.4, including (without limitation) all
registration, filing, qualification, printers’ and accounting fees and the reasonable and documented fees and disbursements of one counsel for the selling Holder or Holders selected by them not to exceed $15,000 and counsel for the Company, and
shall be borne by the Company. 
  
 1.8 Underwriting
Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such
underwriting unless they accept the usual and customary terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the
underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds
the amount of securities to be sold, other than by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders
according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) any shares being sold
by a shareholder exercising a 

  

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demand registration right similar to that granted in Section 1.2 be excluded from such offering; (ii) or any securities held by an officer or director of the
Company (or an affiliate thereof, other than Microvision, Inc. or the University of Washington) be included if any securities held by any selling Holder are excluded; provided, however, that in a registration subsequent to the
Company’s initial public offering the number of UW Shares is not reduced below twenty percent (20%) of the number of securities to be registered in such registration. For purposes of the preceding parenthetical concerning apportionment, for any
selling shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such holder, or the estates and family members of any such partners and retired partners
and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate
amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. 
  
 1.9 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining
or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1. 
  
 1.10 Indemnification. In the event any Registrable Securities are included in a registration statement
under this Section 1: 
  
 (a) To the extent
permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act
or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each, a “Violation”): (i) any
untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.10(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder,
underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises 

  

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out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with
such registration by any such Holder, underwriter or controlling person. 
  
 (b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in
connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person indemnified pursuant to this subsection 1.10(b), in connection with investigating or defending any such
loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this subsection 1.10(b) exceed the net proceeds from the offering received by such
Holder, except in the case of fraud by such Holder. 
  
 (c) Promptly after receipt by an indemnified party under this Section 1.10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 1.10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable and documented fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section
1.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.10. 
  

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 (d) If the indemnification provided for in this Section 1.10 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any
contribution by a Holder under this subsection 1.10(d) exceed the net proceeds from the offering received by such Holder, except in the case of fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the
parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. 
  
 (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 
  
 (f) The obligations of the Company and Holders under this Section 1.10 shall survive the completion of any
offering of Registrable Securities in a registration statement and the termination of this Agreement. 
  
 1.11 Reports Under Securities Exchange Act of 1034. With a view to making available to the Holders the benefits of Rule 144 promulgated
under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

  
 (a) make and keep public information
available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so
long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; 
  
 (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to
enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of
its securities to the general public is declared effective; 
  

 -11- 








 (c) file with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and 
  
 (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. 
  
 1.12 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee if (i) to parent corporation of or a subsidiary of such Holder or (ii) any
trust for the benefit of the Holder or a spouse or family member or (iii) to a transferee or assignee of at least 500,000 shares of such securities, provided the Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such affiliate, transferee or assignee and the securities with respect to which such registration rights are being assigned, provided such transferee shall agree to be subject to all restrictions set forth in this
Agreement; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For
the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and
ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by sift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who
would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1. 
  
 1.13 Limitations on Subsequent Registration Rights. Except for
registration rights to be granted to Microvision, Inc. covering Class A Common Stock issuable upon conversion of shares of Series A Preferred Stock issuable upon exercise of warrants to be issued under the terms of the Company’s Convertible
Promissory Note dated February 28, 2001 payable to Microvision, Inc. (the “Convertible Note”), from and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the
outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under
Section 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount 

  

 -12- 








 
of the Registrable Securities of the Holders which is included, (b) to make a demand registration which could result in such registration statement being
declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 1.2. 
  
 1.14 “Market Stand-Off”
Agreement. Each Holder hereby agrees that, during the period of duration (up to, but not exceeding, one hundred eighty (180) days) specified by the Company and an underwriter of Common Stock or other securities of the Company,
following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any “securities of the Company held by it at any time during such period
except Common Stock included in such registration; provided, however, that: 
  
 (a) such agreement shall be applicable only to the first such registration statement of the Company which covers Common Stock (or other
securities) to be sold on its behalf to the public in an underwritten offering; and 
  
 (b) all officers and directors of the Company and all one-percent (1%) securityholders, and all other persons with registration rights
(whether or not pursuant to this Agreement) enter into similar agreements, except that the University of Washington shall only be required to do so to the extent required under the terms of the Restricted Stock Purchase Agreement between the Company
and the University of Washington dated October 20, 2000. 
  
 In
order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the
end of such period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.14. 

 
 Notwithstanding the foregoing, the obligations described in this Section
1.14 shall not apply to a registration relating solely to employee benefit plans on Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which
may be promulgated in the future. 
  
 1.15 Termination of
Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) three (3) years following the consummation of a Qualified IPO, (ii) August     ,
2010, or (iii) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares during a ninety (90) day period without registration. 
  

 -13- 








 2. Covenants of the Company. 
  
 2.1 Delivery of Financial Statements. The Company shall deliver to each Holder of at least 500,000 shares of
Registrable Securities: 
  
 (a) as soon as
practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company ending after the date hereof, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder’s equity
as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and
certified by an independent public accounting firm of nationally recognized standing selected by the Company; 
  
 (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each
fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter, a summary of bookings and backlog and an unaudited balance sheet as of the end of such fiscal quarter; 
  
 (c) within thirty (30) days of the beginning of each fiscal
year, monthly financial projections for such fiscal year, operating budgets for such fiscal year and a fiscal business plan in reasonable detail; and 
  
 (d) with respect to the financial statements called for in subsections (b) of this Section 2.1, an instrument executed by the Chief
Financial Officer or President of the Company and certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and
fairly present the financial condition of the Company and its results of operation for the period specified, subject to normal and recurring year-end audit adjustment, provided that the foregoing shall not restrict the right of the Company to change
its accounting principles consistent with GAAP. 
  
 2.2
Inspection. The Company shall permit each Holder of at least 500,000 shares of Registrable Securities, at such Holder’s expense and at reasonable times and with advance notice, to visit and inspect the Company’s
properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall
not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information. 
  
 2.3 Right of Participation. Subject to the terms and conditions specified in this paragraph 2.3, the Company
hereby grants to each Holder who holds at least 250,000 shares of Registrable Securities (a “Major Investor”) a right of participation with respect to future sales by the Company of its shares of, or securities convertible into or
exercisable for any shares of, any class of its capital stock (“Shares”). 
  

 -14- 








 Each time the Company proposes to issue and sell any Shares, the Company shall first make an offering of
such Shares to each Major Investor in accordance with the following provisions: 
  
 (a) The Company shall deliver a notice by certified mail (“Notice”) to the Major Investors stating (i) its bona fide
intention to offer such Shares and (ii) the number of such Shares. 
  
 (b) Within fifteen (15) calendar days after receiving the Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares that
equals the proportion that the number of shares of common stock issued and held, or issuable upon conversion of the Registrable Securities then held, by such Major Investor bears to the total number of shares of common stock issued and held, or
issuable upon conversion of all convertible or exercisable securities then held, by all the Major Investors. 
  
 (c) If not all Shares that Investors are entitled to obtain pursuant to this Section 2.3(b) are elected to be obtained as provided in
Section 2.3(b), the Company may, during the sixty (60) day period following the expiration of the period provided in Section 2.3(b) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than,
and upon terms no more favorable to the offeree than, those specified in the Notice. If the Company does not sell such Shares or enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within
sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith. 
  
 (d) The right of participation set forth in this Section 2.3
shall not apply to Shares issued or issuable: (i) upon conversion of shares of Series A Preferred Stock or Series B Preferred Stock; (ii) upon conversion of Class B Common Stock into Class A Common Stock; (iii) to officers, directors or employees
of, or consultants to, the Company pursuant to stock option or stock purchase plans or agreements on terms approved by the Board of Directors; (iv) in connection with equipment financings or similar transactions, or in connection with strategic
investments or corporate partnering transactions, the terms of which are approved by the Board of Directors of the Corporation; (v) as a dividend or distribution on Series A Preferred Stock; (vi) under the terms of the Convertible Note; (vii) for
which adjustment of the Conversion Price of the Series A Preferred Stock or Series B Preferred Stock (as defined in the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”)) is made
pursuant to the Articles of Incorporation; (viii) in connection with a Qualified IPO; (ix) pursuant to the acquisition of another business entity or business segment of any such entity by the Company by merger, purchase of substantially all the
assets or other reorganization whereby the Company will own more than fifty percent (50%) of the voting power of such business entity or business segment of any such entity; (x) upon the exercise, conversion or exchange of any security outstanding
as of the date hereof or securities issued or issuable pursuant to subsections 

  

 -15- 








 
(i) through (ix) above; or (xi) any right, option or warrant to acquire any security convertible into the securities issued or issuable pursuant to
subsections (i) through (x) above. 
  
 The right of first offer
set forth in this Section 2.3 may not be assigned or transferred, except that (a) such right is assignable by each Holder to any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Act,
controlling, controlled by or under common control with, any such Holder, and (b) such right is assignable between and among any of the Holders. 
  
 2.4 Stock Vesting. All stock options and other stock equivalents issued after the date of this Agreement to employees, directors,
consultants and other service providers shall be subject to vesting as determined by the Board of Directors or a committee thereof composed of non-employee directors. 
  
 2.5 Employee Non-Disclosure and Assignment of Inventions Agreement. Except as provided in the Purchase
Agreement, the Company and each of its employees shall have entered into the Company’s standard form Employee Agreement, in substantially the form provided to the Investors. 
  
 2.6 [Reserved] 
  
 2.7 Termination of Covenants. 
  
 (a) The covenant set forth in Section 2.1, Section 2.2, Section 2.3 and Section 2.5 shall terminate as to each. Holder and be of no
further force or effect (i) immediately prior to the consummation of a Qualified IPO, or (ii) when the Company shall sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate
with any other corporation (other than a wholly-owned subsidiary corporation) or effect any other transaction or series of related transactions in which the holders of the Company’s outstanding voting stock immediately prior to such transaction
own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation of the acquiring, surviving or continuing corporation or corporations, as applicable, provided that this
subsection (ii) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company. 
  
 (b) The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or effect when the
Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.7(a) above. 
  
 3. Miscellaneous. 
  
 3.1 Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of any of the 

  

 -16- 








 
Series A Preferred Stock, Series B Preferred Stock or any Class A Common Stock issued upon conversion thereof). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this
Agreement. 
  
 3.2 Amendments and Waivers. Any term
of this Agreement may be amended or waived only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder or Holder of any Registrable Securities then outstanding, each future holder or Holder of all such Registrable Securities, and the Company. Notwithstanding the foregoing, this Agreement may be amended with only the written consent
of the Company for the sole purpose of including additional purchasers of Series B Preferred Stock as “Investors” and “Holders” as contemplated by the Purchase Agreement. The Company shall provide a copy of any amendment to this
Agreement pursuant to this Section 3.2 to all other parties hereto. 
  
 3.3 Notices. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by telegram or fax, or forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address or fax number as set forth below or on Exhibit A hereto or as subsequently modified by written notice. 
  
 3.4 Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision
shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms. 
  
 3.5 Governing Law. This Agreement and all acts and transactions
pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles or conflicts of laws. 
  
  
 3.6 Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  

3.7 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and not to be considered in
construing or interpreting this Agreement. 
  
 3.8
Aggregation of Stock. All shares of the Preferred Stock held or acquired by (i) affiliated entities or persons or (ii) persons or entities under common investment management, 

  

 -17- 








 
shall be aggregated together for the purpose of determining the availability of any rights as a Holder under this Agreement. 
  
 3.9 Specific Enforcement. It is agreed and understood
that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the
proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach. 
  
 (signature page follows) 
  

 -18- 








 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	 By:
	 	 /s/ Thomas D. Mino
	 	 	 	 By:
	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 MICROVISION

					
	 By:
	 	 	 	 	 	 By:
	 	 /s/ Richard F. Rutkowski

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Richard F. Rutkowski

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 CEO


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 Acorn Ventures, Inc.

					
	 By:
	 	 	 	 	 	 By:
	 	 /s/ Gregory W. Forge

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Gregory W. Forge

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 General Counsel


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	8/18/03
					
	 By:
	 	 	 	 	 	 By:
	 	 /s/ Jacqueline Brandwynne

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Jacqueline Brandwynne

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 Investor


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
	 	 	 	 	 
	LUMERA CORPORATION	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ Gary D. Glouner, Jr.

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Gary D. Glouner, Jr.

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 Trustee

	 	 	 	 	 	 	 	 	 D.C. Glouner Trust


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
	 	 	 	 	 
	LUMERA CORPORATION	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ James A. Nordstrom

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 James A. Nordstrom

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 

  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
	 	 	 	 	 
	LUMERA CORPORATION	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ James A. Nordstrom

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 James A. Nordstrom

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 Manager

	 	 	 	 	 	 	 	 	 

  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
	 	 	 	 	 
	LUMERA CORPORATION	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ Michael Norinsberg

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Michael Norinsberg

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 

  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
	 	 	 	 	 
	LUMERA CORPORATION	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ Wayne M. Perry

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Wayne M. Perry

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 

  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
	 	 	 	 	 
	LUMERA CORPORATION	 	 	 	 Spanish Caravan Investments, LLC

					
	By:	 	 	 	 	 	 By:
	 	 /s/ C. James Judson

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 C. James Judson

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 Member/Manager

	 	 	 	 	 	 	 	 	 

  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 	 	 	 	 VITERBI GROUP, LLC

	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	/s/ Andrew J. Viterbi
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Andrew J. Viterbi
	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	President

  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	/s/ Walter J. Lack
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Walter J. Lack
	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	/s/ Brien Stafford
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Brien Stafford
	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	/s/ Kenneth S. Elie
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Kenneth S. Elie
	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	/s/ Thomas M. Walker
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Thomas M. Walker
	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	/s/ Ronald D. Baunsgard
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Ronald D. Baunsgard
	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	Individual

  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	/s/ David J. Martinson
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	David J. Martinson
	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	Investor

  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	 By:
	 	 	 	 	 	 By:
	 	 /s/ Charles H. Putney

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Charles H. Putney

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	 By:
	 	 	 	 	 	 By:
	 	 /s/ Robert Faust

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Robert & Judith Faust Trust

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 Trustees


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	By:	 	 /s/ Peter R. Marsh

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	Peter R. Marsh
	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ George M. Galpin

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 George M. Galpin

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ James W. Foster

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 James W. Foster

					
	 	 	 	 	 	 	 By:
	 	 /s/ Margaret A. Foster

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Margaret A. Foster

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
			
	 LUMERA CORPORATION
	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ Suzanne McAnena

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Suzanne McAnena

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 Investor


  
 [SIGNATURE PAGE TO
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 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
	 	 	 	 	 
	LUMERA CORPORATION	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ Stephan Chase

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 Stephan Chase

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
 [SIGNATURE PAGE TO
LUMERA CORPORATION 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 
  









 The parties have executed this Investors’ Rights Agreement as of the date first above written.

  

									
	COMPANY:	 	 	 	INVESTORS:
	 	 	 	 	 
	LUMERA CORPORATION	 	 	 	 
					
	By:	 	 	 	 	 	 By:
	 	 /s/ R. A. Clyborne

	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	 R. A. Clyborne

	 	 	 	 	 	 	 	 	(print)
	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	


  
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 EXHIBIT A  
  

INVESTORS 
  
 Investor Name and Address 
  
 Cisco Systems, Inc. 
 170 W. Tasman Dr. 
 San Jose, CA 95134 
  
 Microvision, Inc. 
 Richard F. Rutkowski, President 
 19910 North Creek Parkway 
 Bothell, WA 98011 
  
 AAQ Investments, LLC 
 Andrew Quartner, Managing
Member 
 6921 Mountain Gate Dr. 
 Bethesda, MD 20817 

 
 Acorn Ventures, Inc. 
 Rufus W. Lumry, President 
 1309 114th Avenue SE, Suite 200 
 Bellevue, WA 98004 
  
 Acorn Ventures IS, LLC 
 Rufus M. Lumry,
Managing Member 
 1309 114th Avenue SE, Suite 200 
 Bellevue, WA 98004 
  
 ADS 1212 Trust 
 1301 5th Ave., Suite 300 
 Seattle, WA 98101 
  
 The Barksdale Group, LLC 
 c/o Peter L.S. Currie, Managing Member 
 2730 Sand Hill Rd., Suite 100 
 Menlo Park, CA 94025 
  
 Barksdale Group Ventures I, LP 
 c/o Peter L.S. Currie, General Partner 
 2730 Sand Hill Rd., Suite 100 
 Menlo Park, CA 94025 
  









 Investor Name and Address 
  
 Barksdale Investments, LLC 
 c/o James L.
Barksdale, Managing Member 
 2730 Sand Hill Rd., Suite 100 
 Menlo Park, CA 94025 
  
 Barksdale Ventures, LLC 
 c/o James L. Barksdale, Managing Member 
 2730 Sand Hill Rd., Suite 100

 Menlo Park, CA 94025 
  
 Kenneth Steven Blakeslee 
 Regatta View 
 River Road 
 Taplow, Berkshire SL6 0BG 
 U.K. 
  
 Jacqueline Brandwynne 
 649 Stone Canyon Rd. 
 Los
Angeles, CA 90077 
  
 Chais Investments, Ltd. 
 Stanley Chais, President 
 611 N. Oakhurst Dr. 
 Beverly Hills, CA 90210 
  
 Peter L.S. Currie 
 2730 Sand Hill Rd., Suite 100 
 Menlo Park, CA 94025 
  
 Gian F. DeCaro

 1637 Broadmoor Dr. E 
 Seattle, WA 98112 
  
 Margaret Elardi Revocable Living Trust 
 c/o Margaret Elardi, Trustee 
 3411 Las Vegas Blvd. S 
 Las Vegas, NV 89109 
  
 David Elliman 
 923 Fifth Ave. 
 New York, NY 10021-2649 
  

 -2- 








 Investor Name and Address 
  
 Robert D. Ferry 
 1221 S. Congress Ave. #524

 Austin, TX 78704 
  
 Gregory W. Forge 
 c/o Acorn Ventures, Inc. 
 1309 114th Avenue SE, Suite 200 
 Bellevue, WA 98004 
  
 D.C. Glouner Trust 
 c/o Gary D. Glouner, Jr., Trustee 
 14491 NE 57th St. 
 Bellevue, WA 98007 
  
 Judy Grossman 

277 N. Ave 
 Westport, CT 06880 
  
 Arthur W. Harrigan, Jr. 
 999 3rd Ave., Suite 4400 
 Seattle, WA 98104 
  
 Steven W. Hooper 
 11400 SE 6th St., Suite 100 
 Bellevue, WA 98004 
  
 Nicolas Kauser 
 2825 96th Ave. NE 
 Bellevue, WA 98004 
  
 Koala Venture Partners I, LLC 
 Rene Matthews,
Managing Member 
 700 East Blvd., Suite One 
 Charlotte, NC 28203

  
 LCM Partners, LLC 
 Jeff E. Flohr, Managing Member

 4314 E. Madison 
 Seattle, WA 98112 
  
  

 46 








 Investor Name and Address 
  
 James A. Nordstrom 
 P.O. Box 676 
 Medina, WA 98039 
  
 Northern Stream Capital 
 P.O. Box 676 
 Medina, WA 98039 
  
 Michael Norinsberg 
 Suite 145A NYC Terminal Market 
 Bronx, NY 10474 
  
 Christopher O’Donnell 
 3 Pine Lane 
 Rye, NY 10580 
  
 Wayne M. Perry 
 11400 SE 6th Street, Suite 100 
 Bellevue, WA 98009 
  
 Pickwick Group, LP 
 c/o James L. Barksdale, General Partner 
 2730 Sand Hill Road., Suite 100 
 Menlo Park, CA 94025 
  
 Pomeroy Investments, L.L.C. 
 Darla Pomeroy, Manager 
 1519 Barley Mill Rd. 
 Wilmington, DE 19807 
  
 David M. Ransom 
 2269 Cathedral Ave. NW

 Washington, DC 20008 
  
 John C. Rosling 
 4214 53rd Ave. NE 
 Seattle, WA 98105 
  
 SMS Trust 
 1301 5th Ave., Suite 3000 
 Seattle, WA 98101 
  

 -4- 








 Investor Name and Address 
  
 Stephen Scherba, Jr. and Elain P. Scherba, 
     as Tenants in Common 
 509 Crockett St. 
 Seattle, WA 98109-2136 
  
 Spanish Caravan Investments, L.L.C.

 c/o C. James Judson, Managing Member 
 2300 Carillon Point

 Kirkland, WA 98033-7353 
  
 Andrew Viterbi and Erna Viterbi 
 Viterbi Family Venture Capital 

4370 La Jolla Village Dr., #675 
 San Diego, CA 92122 
  
 Washington Research Foundation 
 Ronald S. Howell, President 
 2815 Eastlake Ave. E, Suite 300 
 Seattle, WA 98102 
  
 Weibling Family Trust U/A
dtd 7/24/00 
 c/o Dennis M. Weibling, Trustee 
 P.O. Box 2789

 Kirkland, WA 98083-2789 
  
 You Lucky Dog Trust 
 1301 5th Ave., Suite 3000 
 Seattle, WA 98101 
  
 Larry Zalk 
 51 Falmouth St. 
 Short Hills, NJ 07078 
  
 Walter Lack 
 10100 Santa Monica Boulevard

 16th Floor 

Los Angeles, CA 90067 
  

 -5- 








 Investor Name and Address 
  
 Brien Stafford 
 10407 SE 30th Street 
 Bellevue, WA 98004

  
 K.S. and Deborah Elie 
 7 Forest Trail 
 Petaluma, CA 94952 
  
 Tom Walker 
 19910 North Creek Parkway 
 Bothell, WA 98011 
  
 Ronald D. Baunsgard 
 941 Utsalady Road

 Camano Island, WA 98282 
  
 David J. Martinson 
 1900 W. Nickerson St. 
 #116-11 
 Seattle, WA 98119 
  
 Charles H. Putney and Marla J. Putney, 
 TTEES, u/a 1/4/96 The Charles H. Putney 
 Trust 
 c/o UBS Financial Services Inc. 
 805 SW Broadway 
 Suite 26000 
 Portland, OR 97205 
  
 Robert & Judith Faust Trust 
 4321 Lemp Avenue 
 Studio City, CA 91604-2814 
  
 Peter Marsh and Barbara Jo Marsh, 
 Joint
Tenants in Common 
 c/o Adair Homes, Inc. 
 1111 SW 170 St.

 Beaverton, OR 97006 
  
 George M. Galpin 
 23426 Woodway Park Rd. 
 Woodway, WA 98020 
  

 -6- 








 Investor Name and Address 
  
 James W. Foster, Jr. and Margaret A. Foster 
 5236 South Parview Drive 
 Charlotte, NC 28226 
  
 Suzanne B. McAnena 
 4132 Maloney Road 
 Knoxville, TN 37920 
  
 Stephan Chase 
 4 Savannah Court 
 Bethesda, MD 20817 
  
 R.A. Clyborne 
 9325 Olympic Drive 
 Edmonds, WA 98020 
  

 -7-