SUCH OFFER BY COUNTERSIGNING A COPY OF
THIS AGREEMENT, AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT
OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO THE COMPANY (OR A
PLACEMENT AGENT ON BEHALF OF THE COMPANY) SENDING (IN WRITING, FACSIMILE OR BY
ELECTRONIC MAIL) NOTICE OF ITS ACCEPTANCE OF SUCH OFFER.
AN INDICATION OF
INTEREST WILL INVOLVE NO OBLIGATION OR COMMITMENT OF ANY KIND UNTIL THIS
AGREEMENT IS ACCEPTED AND COUNTERSIGNED BY OR ON BEHALF OF THE COMPANY.
2
Number of Units:
Purchase Price Per Unit: $
Aggregate Purchase Price: $
CombiMatrix Signature Page
Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.
Name of Investor (if individual):
Signed:
Print Name:
Name of Investor (if entity):
Signed:
Print Name:
Title:
Contact Name:
The exact name that your Shares and Warrants are to be registered in.
You may
use a nominee name if appropriate:
Mailing
address:
Tax ID/SSN:
Telephone:
Fax:
Email:
Name of DTC Participant (broker/dealer at which the account or accounts to be
credited with the Shares are maintained); please include the name and telephone
number of the contact person at the broker dealer:
Name of Account at DTC Participant being credited with the
Shares:
Account Number at DTC Participant being credited with the
Shares:
Broker's DTC participant number:
AGREED AND ACCEPTED AS OF APRIL
, 2009:
COMBIMATRIX CORPORATION, a Delaware corporation
By:
Name:
Title:
3
ANNEX I
TERMS AND CONDITIONS FOR PURCHASE OF UNITS
1.
AUTHORIZATION AND SALE OF THE UNITS;
DEFINED TERMS.
1.1
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE COMPANY HAS AUTHORIZED THE SALE OF THE UNITS.
1.2
CAPITALIZED TERMS USED HEREIN BUT NOT
OTHERWISE DEFINED HAVE THE MEANINGS ASCRIBED TO THEM IN THE AGREEMENT.
2.
AGREEMENT TO SELL AND PURCHASE THE
UNITS; PLACEMENT AGENT.
2.1
AT THE CLOSING (AS DEFINED IN SECTION 3.1),
THE COMPANY WILL SELL TO THE INVESTOR, AND THE INVESTOR WILL PURCHASE FROM THE
COMPANY, UPON THE TERMS AND CONDITIONS SET FORTH HEREIN, THE NUMBER OF UNITS SET
FORTH ON THE LAST PAGE OF THE AGREEMENT TO WHICH THESE TERMS AND CONDITIONS FOR
PURCHASE OF UNITS ARE ATTACHED AS ANNEX I (THE "SIGNATURE PAGE") FOR THE
AGGREGATE PURCHASE PRICE THEREFOR SET FORTH ON THE SIGNATURE PAGE.
2.2
THE COMPANY PROPOSES TO ENTER INTO
SUBSTANTIALLY THIS SAME FORM OF SUBSCRIPTION AGREEMENT WITH CERTAIN OTHER
INVESTORS (THE "OTHER INVESTORS") AND EXPECTS TO COMPLETE SALES OF UNITS TO
THEM.
THE INVESTOR AND THE OTHER INVESTORS ARE HEREINAFTER SOMETIMES
COLLECTIVELY REFERRED TO AS THE "INVESTORS," AND THIS AGREEMENT AND THE
SUBSCRIPTION AGREEMENTS EXECUTED BY THE OTHER INVESTORS ARE HEREINAFTER
SOMETIMES COLLECTIVELY REFERRED TO AS THE "AGREEMENTS."
2.3
INVESTOR ACKNOWLEDGES THAT THE COMPANY
INTENDS TO PAY THE PLACEMENT AGENT A FEE (THE "PLACEMENT FEE") IN RESPECT OF THE
SALE OF UNITS TO THE INVESTOR, AND THAT THE PLACEMENT AGENT MAY IN ITS
DISCRETION USE SUB-PLACEMENT AGENTS IN THIS TRANSACTION.
2.4
THE COMPANY HAS ENTERED INTO