StemCells, Inc. 13,793,104 Shares of Common Stock And Warrants to Purchase 10,344,828 Shares of Common Stock Placement Agency AgreementStemcells Inc • November 12th, 2008 • 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 13,793,104 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 0.75 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 Susquehanna Financial Group, LLLP (“Susquehanna”) and Dawson James Securities, Inc. (“Dawson James”) as the exclusive placement agents (collectively, the “Placement Agents”) in connection with such issuance and sale. The Securities are described in the Prospectus which is referred to below.
Subscription AgreementSubscription Agreement • November 12th, 2008 • Stemcells Inc • Biological products, (no disgnostic substances) • New York
