COMBIMATRIX CORPORATION Common Stock and Warrants PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 29th, 2009 • CombiMatrix Corp • Laboratory analytical instruments • Pennsylvania
CombiMatrix Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 1,100,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and warrants (the “Warrants” and, together with the Shares, the “Securities”) to purchase up to an aggregate of 1,100,000 shares of Common Stock (the “Warrant Shares”). The Company desires to engage Emerging Growth Equities, Ltd. as its placement agent (the “Placement Agent”) in connection with the issuance and sale of the Securities to the Investors.
April 28, 2009 The Benchmark Company LLC 19th Floor New York, NY 10038 Ladies and Gentlemen:CombiMatrix Corp • April 29th, 2009 • Laboratory analytical instruments
Reference is made to (i) that certain Placement Agent Agreement (the “First Placement Agent Agreement”), dated April 2, 2009, between Emerging Growth Equities, Ltd. (“EGE”), as placement agent and CombiMatrix Corporation (the “Company”), (ii) that certain Placement Agent Agreement (the “Second Placement Agent Agreement”) between EGE as Placement Agent and the Company, dated April 28, 2009, with respect to the issuance and sale (the “Offering”) of up to an aggregate of 1,100,000 shares of the Company’s common stock, $0.001 par value (the “Common Stock”) and warrants to purchase up to 1,100,000 shares of Common Stock (the “Warrants”, and together with the Common Stock, the “Securities”), and (iii) that certain Selected Dealer Agreement (the “Selected Dealer Agreement”), dated April 13, 2009, between EGE as placement agent and The Benchmark Company LLC (“Benchmark”) as a selected dealer for EGE in connection with the Offering. Capitalized terms used and not defined herein shall have the m
SUBSCRIPTION AGREEMENTSubscription Agreement • April 29th, 2009 • CombiMatrix Corp • Laboratory analytical instruments • Delaware
