Exhibit 10.1
SUBSCRIPTION AGREEMENT
CombiMatrix Corporation
6500 Harbour Heights Pkwy, Suite 303
Mukilteo, WA 98275
Gentlemen:
The undersigned (the "Investor") hereby confirms its agreement with you as
follows:
1.
THIS SUBSCRIPTION AGREEMENT (THIS
"AGREEMENT") IS MADE AS OF THE DATE SET FORTH BELOW BETWEEN COMBIMATRIX
CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), AND THE INVESTOR.
2.
THE COMPANY HAS AUTHORIZED THE SALE AND
ISSUANCE TO CERTAIN INVESTORS OF UP TO AN AGGREGATE OF 1,100,000 UNITS (THE
"UNITS"), EACH CONSISTING OF (I) ONE SHARE (EACH A "SHARE" AND COLLECTIVELY, THE
"SHARES") OF ITS COMMON STOCK, PAR VALUE $0.001 PER SHARE (THE "COMMON STOCK"),
AND (II) ONE CALLABLE WARRANT (THE "WARRANT RATIO"), EACH FULL CALLABLE WARRANT
("WARRANT," COLLECTIVELY, THE "WARRANTS") TO PURCHASE ONE SHARE OF COMMON STOCK
FOR $9.00 PER SHARE, SUBJECT TO ADJUSTMENT AS SET FORTH BELOW, FOR A PURCHASE
PRICE OF $7.50 PER UNIT (THE "PURCHASE PRICE").
THE SHARES ISSUABLE UPON
EXERCISE OF THE WARRANTS ARE REFERRED TO HEREIN AS "WARRANT SHARES" AND,
TOGETHER WITH THE UNITS, THE SHARES AND THE WARRANTS, ARE COLLECTIVELY REFERRED
TO HEREIN AS THE "SECURITIES."
3.
THE COMPANY HAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") A REGISTRATION STATEMENT
(REGISTRATION NO 333-153434) ON FORM S-3 RELATING TO THE SECURITIES BEING
OFFERED BY THE COMPANY, INCLUDING A BASE PROSPECTUS RELATING TO THE SECURITIES
BEING OFFERED BY THE COMPANY (THE "BASE PROSPECTUS") REFLECTING THE OFFERING OF
THE SHARES AND THE WARRANTS BY THE COMPANY, INCLUDING ALL AMENDMENTS THERETO,
THE EXHIBITS AND ANY SCHEDULES THERETO, THE DOCUMENTS OTHERWISE DEEMED TO BE A
PART THEREOF OR INCLUDED THEREIN BY THE RULES AND REGULATIONS OF THE COMMISSION
(THE "RULES AND REGULATIONS"), AND ANY REGISTRATION STATEMENT RELATING TO THE
OFFERING CONTEMPLATED BY THIS AGREEMENT AND FILED PURSUANT TO RULE 462(B) UNDER
THE RULES AND REGULATIONS (COLLECTIVELY, THE "REGISTRATION STATEMENT"), IN
CONFORMITY WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
INCLUDING RULE 424(B) THEREUNDER.
THE INVESTOR HEREBY CONFIRMS THAT IT HAD FULL
ACCESS TO THE BASE PROSPECTUS, A PROSPECTUS SUPPLEMENT TO THE BASE PROSPECTUS
(THE "PROSPECTUS SUPPLEMENT") AND THE COMPANY'S PERIODIC REPORTS AND OTHER
INFORMATION INCORPORATED BY REFERENCE THEREIN, AND WAS FULLY ABLE TO READ,
REVIEW, DOWNLOAD AND PRINT SUCH MATERIALS.
4.
THE COMPANY AND THE INVESTOR AGREE THAT
THE INVESTOR WILL PURCHASE FROM THE COMPANY AND THE COMPANY WILL ISSUE AND SELL
TO THE INVESTOR THE UNITS SET FORTH BELOW FOR THE AGGREGATE PURCHASE PRICE SET
FORTH BELOW.
THE UNITS SHALL BE PURCHASED PURSUANT TO THE TERMS AND CONDITIONS
FOR PURCHASE OF UNITS ATTACHED HERETO AS ANNEX I AND INCORPORATED HEREIN BY THIS
REFERENCE AS IF FULLY SET FORTH HEREIN.
THE INVESTOR ACKNOWLEDGES THAT THE
OFFERING IS NOT BEING UNDERWRITTEN BY THE PLACEMENT AGENT (THE "PLACEMENT
AGENT") NAMED IN THE BASE PROSPECTUS AND THAT THERE IS NO MINIMUM OFFERING
AMOUNT.
5.
THE MANNER OF SETTLEMENT OF THE SHARES
INCLUDED IN THE UNITS PURCHASED BY THE INVESTOR SHALL BE DETERMINED BY SUCH
INVESTOR AS FOLLOWS:
Delivery by electronic book-entry at The Depository Trust Company ("DTC"),
registered in the