4 Park Plaza, Suite 1900 Irvine, California 92614 TEL: 949 ###-###-#### FAX: 949 ###-###-#### TOLL -FREE: 888 ###-###-#### ***@***
Exhibit 10.4
March 14, 2013
CONFIDENTIAL
COMBIMATRIX CORPORATION
310 Goddard,Suite 150
Irvine, CA 92618
Attention: Scott Burell
RE: Proposed Capital Formation
Dear Mr. Burell:
Pursuant to the Engagement Agreement dated July 13, 2012 and the Addendum Letter dated September 10, 2012, entered into by and between C.K. Cooper & Company, Inc. (“CKCC”) and CombiMatrix Corporation (the “Company”), the Company agrees to pay CKCC the agreed upon 6.0% (six percent) cash placement agent fee for the contemplated capital formation transaction with Alpha Capital and its affiliates. As a gesture of good faith, CKCC will forego any further right of first refusal as it relates to the Agreements.
If this letter is acceptable, please acknowledge by signing below. No other terms or conditions of the Agreements are being modified as a result of the execution of this letter.
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| Very truly yours, | |||||
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| C.K. COOPER & COMPANY, INC. | |||||
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| By: | /s/ Alexander G. Montano | ||||
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| Name: | Alexander G. Montano | |||
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| Title: | Managing Director | |||
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| Accepted and agreed to as of the date first written above: |
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| COMBIMATRIX CORPORATION |
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| By: | /s/ Scott Burell |
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| Name: | Scott Burell |
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| Title: | Chief Financial Officer |
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4 Park Plaza, Suite 1900 · Irvine, California 92614
TEL: 949 ###-###-#### · FAX: 949 ###-###-#### · TOLL -FREE: 888 ###-###-#### · ***@***
