StemCells, Inc. 10,000,000 Shares of Common Stock And Warrants to Purchase 4,000,000 Shares of Common Stock Placement Agency AgreementPlacement Agency Agreement • October 28th, 2009 • Stemcells Inc • Biological products, (no disgnostic substances) • New York
StemCells, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 10,000,000 shares (the “Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. In addition, together with each Share sold, the Company shall issue and sell to each Investor a warrant substantially in the form the warrant attached as Annex I to Exhibit A hereto to purchase 0.40 shares of the Company’s Common Stock per each share issued to such Investor (the “Warrants”). The Shares and the Warrants are collectively referred to herein as the “Securities.” The Company desires to engage Chardan Capital Markets, LLC (“Chardan”) as the exclusive placement agent (the “Placement Agent”) in connection with such issuance and sale. The Securities are described in the Prospectus which is referred to below.
Form of Subscription AgreementSubscription Agreement • October 28th, 2009 • Stemcells Inc • Biological products, (no disgnostic substances) • New York
