9,005,000 Shares VASOGEN INC. Common Shares (without nominal or par value) PLACEMENT AGENT AGREEMENTAgent Agreement • January 28th, 2005 • Vasogen Inc • Surgical & medical instruments & apparatus • New York
Vasogen Inc., a corporation continued under the Canada Business Corporations Act (the "Company"), proposes to sell to the Purchasers (as defined below), pursuant to the terms of this Placement Agent Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements") entered into with the purchasers identified therein (each a "Purchaser" and, collectively, the "Purchasers"), an aggregate of 9,005,000 common shares, without nominal or par value (the "Common Shares"), of the Company. The aggregate of 9,005,000 common shares so proposed to be sold is hereinafter referred to as the "Shares." The Company hereby confirms its agreement with the placement agents named in Schedule I attached hereto (the "Placement Agents"). SG Cowen & Co., LLC is acting as the representative of the Placement Agents and in such capacity is hereinafter referred to as the "Representative." Certain terms used herein are defined in Section 13 hereof.
