3,278,689 Shares SANGAMO BIOSCIENCES, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 17th, 2007 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • New York
Sangamo BioSciences, Inc. a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 3,278,689 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Shares are more fully described in the Registration Statement (as defined herein). This is to confirm the agreement between the Company and the several Placement Agents set forth on Schedule I hereto (the “Placement Agents”) for whom JMP Securities LLC and Piper Jaffray & Co. are acting as representatives (in such capacity, the “Representatives”) concerning the offering, issuance and sale of the Shares.
