5,080,000 Shares SANGAMO BIOSCIENCES, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 14th, 2005 • 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 contained herein to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), an aggregate of up to 5,080,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company directly to the Investors. The aggregate of 5,080,000 shares of Common Stock so proposed to be sold is hereinafter referred to as the “Shares.” The Company desires to engage JMP Securities LLC and Piper Jaffray & Co. as its joint lead placement agents (the “Joint Lead Placement Agents”) and Leerink Swann & Company as its co-placement agent (the “Co-Placement Agent” and, collectively with the Joint Lead Placement Agents, the “Placement Agents”) in connection with such issuance and sale. The Shares are more fully described in the Registration Statement (as hereinafter defined).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2005 • Sangamo Biosciences Inc • Biological products, (no disgnostic substances) • California
The term “Registration Statement” as used in this Agreement means the registration statement, as amended at the time it became effective, including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement at the time of effectiveness pursuant to Rule 430A or 434(d) under the Securities Act. No stop order preventing or suspending the effectiveness of the Registration Statement has been issued and, to the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. If the Company has filed an abbreviated registration statement to register additional securities pursuant to Rule 462(b) under the Rules (the “462(b) Registration Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement.
