EXHIBIT 1.1
[vFinance Investments, Inc. logo]
FINDER'S AGREEMENT
FINDER'S AGREEMENT dated as of June 14, 2005 (this "Agreement") by and
between Combimatrix Corporation (the "Company") and vFinance Investments, Inc.
(the "Finder").
WHEREAS, the Finder has organized a series of meetings between the Company
and various Institutional Investors ("Targets") as described in Section 3 below
with the main objective of increasing the Company's visibility among investors
and identifying potential sources of financing for the Company. These meetings
are free of cost for the Company and the Company has the right to accept and/or
reject the meetings scheduled by the Finder.
NOW THEREFORE, for good and valuable consideration the parties hereto agree
as follows:
1. In the event the Company receives financing of any form from the
Institutional Investors ("Targets") listed below, their subsidiaries,
partners, and/or related parties (individually or collectively, a
"Transaction"), for a period of 12 months from the date of this
Agreement, the Company shall pay the Finder a five percent (5%) fee on
any form of equity funding and/or one percent (1%) fee on any form of
debt funding with respect to a Transaction. The fee is calculated by
applying the above mentioned rate to the Aggregate Consideration (as
defined in Section 2 below) in a Transaction, and it is due within 30
days of each such Transaction.
2. Aggregate Consideration is defined and computed as the total proceeds
paid by the targets to the Company in connection with a Transaction.
3. Targets: Redacted
4. The Finder assumes no obligations, other than to identify said
Target(s) and organize meetings for the Company. The Finder does not
undertake any other duties beyond the same, nor shall it obtain or
assemble any information, render any analytical support or inputs or
spend any time in furtherance of this Agreement beyond what has been
described herein.
5. The Company shall provide to the Finder full, timely, complete and
accurate information regarding any Transaction that is completed with
any of the Target (s) that were introduced by the Finder.
6. The Finder hereby represents and warrants that it is a broker-dealer
registered under the United States Securities Act of 1933, as amended,
and regulations thereunder, as well as applicable state securities
laws and regulations. The Finder further represents and warrants that
its activities in connection with this Agreement shall be in
accordance with and in compliance with such laws and regulations.
7. Any controversy or claim arising out of, or relating to, this
Agreement, to the making, performance, or interpretation of it, shall
be settled by arbitration in New York, New York, or as otherwise
mutually agreed upon by the parties, under the commercial arbitration
rules of the American Arbitration Association then existing, and any
judgment on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy. If any legal
action or any arbitration or other proceeding is brought for the
enforcement of this Agreement or because of an alleged dispute,
breach, default, or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing party or
parties shall recover reasonable attorney's fees and other costs
incurred in that action or proceeding, in addition to any other relief
to which it or they may be entitled.
IN WITNESS WHEREOF, the parties' duly authorized agents hereto have
executed this Finder's Agreement on the day and year first above written.
VFINANCE INVESTMENTS, INC. COMBIMATRIX CORPORATION
By:______________________________ By:_______________________________
Name: Xxxxxxxx X. Xxxx Name:
Title: EVP - Investment Banking Title:
Date: Date:
