Investor's name and address as set forth below, and released
by Mellon Investor Services LLC, the Company's transfer agent (the "Transfer
Agent") (attention: Tom Cooper (206) 674-3031), to the Investor at the Closing
(as defined in Section 3.1 of Annex A hereto).
NO LATER THAN TWO (2) BUSINESS
DAYS AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE
INVESTOR SHALL:
(I)
DIRECT THE BROKER-DEALER AT WHICH THE
ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A
DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC") INSTRUCTING THE TRANSFER AGENT TO
CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND
(II)
REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS
EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE
INVESTOR TO THE FOLLOWING ACCOUNT:
Bank:
Wells Fargo Bank
Account Name:
CombiMatrix Corporation
ABA:
121000248
Account #:
4433713575
F/B/O:
[Name of Investor]
IT IS THE INVESTOR'S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR
CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR
SETTLEMENT BY WAY OF DWAC IN A TIMELY MANNER.
IF THE INVESTOR DOES NOT DELIVER
THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS
FOR SETTLEMENT IN A TIMELY MANNER, THE UNITS MAY NOT BE DELIVERED AT CLOSING TO
THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.
6.
THE EXECUTED WARRANT SHALL BE DELIVERED
IN ACCORDANCE WITH THE TERMS SET FORTH IN ANNEX I HERETO.
7.
THE INVESTOR REPRESENTS THAT, EXCEPT AS
SET FORTH BELOW, (A) IT HAS HAD NO POSITION, OFFICE OR OTHER MATERIAL
RELATIONSHIP WITHIN THE PAST THREE YEARS WITH THE COMPANY OR PERSONS KNOWN TO IT
TO BE AFFILIATES OF THE COMPANY, (B) IT IS NOT A NASD MEMBER OR AN ASSOCIATED
PERSON (AS SUCH TERM IS DEFINED UNDER THE FINRA MEMBERSHIP AND REGISTRATION
RULES SECTION 1011) AS OF THE CLOSING, AND (C) NEITHER THE INVESTOR NOR ANY
GROUP OF INVESTORS (AS IDENTIFIED IN A PUBLIC FILING MADE WITH THE COMMISSION)
OF WHICH THE INVESTOR IS A PART IN CONNECTION WITH THE OFFERING OF THE UNITS,
ACQUIRED, OR OBTAINED THE RIGHT TO ACQUIRE, 20% OR MORE OF THE COMMON STOCK (OR
SECURITIES CONVERTIBLE INTO OR EXERCISABLE FOR COMMON STOCK) OR THE VOTING POWER
OF THE COMPANY ON A POST-TRANSACTION BASIS.
EXCEPTIONS:
(IF NO EXCEPTIONS,
WRITE "NONE."
IF LEFT BLANK, RESPONSE WILL BE DEEMED TO BE "NONE.")
NONE.
8.
THE INVESTOR REPRESENTS THAT IT HAS
RECEIVED OR CAN OBTAIN ON THE SEC'S EDGAR AND/OR IDEA FILING SYSTEM THE BASE
PROSPECTUS, WHICH IS PART OF THE COMPANY'S REGISTRATION STATEMENT, THE DOCUMENTS
INCORPORATED BY REFERENCE THEREIN, THE PROSPECTUS SUPPLEMENT AND ANY FREE
WRITING PROSPECTUS (COLLECTIVELY, THE "DISCLOSURE PACKAGE"), PRIOR TO OR IN
CONNECTION WITH THE RECEIPT OF THIS AGREEMENT ALONG WITH THE COMPANY'S
COUNTERPART TO THIS AGREEMENT.
9.
NO OFFER BY THE INVESTOR TO BUY UNITS
WILL BE ACCEPTED AND NO PART OF THE PURCHASE PRICE WILL BE DELIVERED TO THE
COMPANY UNTIL THE COMPANY HAS ACCEPTED