January 17, 2006 Pacific Growth Equities, LLC One Bush Street, Suite 1700 San Francisco, CA 94104 Attn: George J. Milstein Re: Advisory Fee Arrangement Ladies and Gentlemen:Advisory Fee Agreement • January 18th, 2006 • Cytokinetics Inc • Pharmaceutical preparations • California
This letter agreement confirms the advisory fee arrangement between Cytokinetics, Incorporated, a Delaware corporation (“Cytokinetics”) and Pacific Growth Equities, LLC (“PacGrow”), pursuant to which Cytokinetics will pay PacGrow a $1,000,000 advisory fee out of the gross offering proceeds received by Cytokinetics for an investment in Cytokinetics’ common stock in a registered direct transaction that is expected to close the week of January 15, 2006 (the “Offering”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 18th, 2006 • Cytokinetics Inc • Pharmaceutical preparations • California
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 18, 2006, by and among Cytokinetics, Incorporated, a Delaware corporation, (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
