TERMINATION OF SUBSCRIPTION AGREEMENT
Exhibit 10.1
This Termination of Subscription Agreement (this “Termination”) is effective as of the 16th
day of November 2005 between Sangamo BioSciences, Inc. (the “Company”) and Xxxxxxx X. Xxxx
(“Xxxx”).
RECITALS:
The Company and Wood previously entered into a Subscription Agreement, dated November 10, 2005
(the “Subscription Agreement”), pursuant to which the Company agreed to sell and Wood agreed to buy
shares of common stock of the Company, subject to certain closing conditions. Subsequent to the
execution of the Subscription Agreement and prior to the satisfaction of the closing conditions of
the Subscription Agreement, the Nasdaq staff determined and advised the Company that the proposed
sale pursuant to the Subscription Agreement should be combined with the sales to the investors
pursuant to the Placement Agency Agreement, dated November 10, 2005, among the Company, JMP
Securities, Xxxxx Xxxxxxx & Co. and Leerink Xxxxx & Company (the “Placement Agency Agreement”) and
consequently the Company would be required under the Nasdaq Marketplace Rules to obtain prior
shareholder approval. The Company and Wood believe it is in the best interest of the Company to
immediately terminate the Subscription Agreement on the terms and conditions set forth below.
NOW, THEREFORE, the Company and Wood hereby agree as follows:
1. The Subscription Agreement is hereby terminated effective as of date hereof and prior to
the closing of the sale of shares pursuant to the Placement Agency Agreement, and the parties
hereto shall have no further rights or obligations under the Subscription Agreement from and after
said time and date.
2. This Termination shall be construed and governed by the laws of the State of California.
[Followed by Signature Page]
IN WITNESS WHEREOF, the parties hereto have executed this Termination the day and year first
written above.
| SANGAMO BIOSCIENCES, INC. |
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| By: | /s/ Xxxxxx X. Xxxxxxxx | ||||
| Xxxxxx X. Xxxxxxxx | |||||
| Chief Executive Officer | |||||
| XXXXXXX X. XXXX |
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| /s/ Xxxxxxx X. Xxxx | ||||
