Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). If the PBRSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code and avoid any additional taxes thereunder, payment for the PBRSUs shall be made on the earlier of the first business day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death.

Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Grant comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Grant shall be administered in a manner consistent with this intent and, for the avoidance of doubt, in accordance with terms substantially similar to the terms that apply under Section 17 of the Plan.

Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) do not apply to the Optionee. This Agreement shall be administered in a manner consistent with this intent and, for the avoidance of doubt, in accordance with the terms that apply under Section 18 of the Plan. Executed in the name and on behalf of the Company, at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, 00000, as of the 14th day of February 2022. _/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer Inducement Grant The undersigned Optionee hereby accepts the Option evidenced by this Nonqualified Stock Option Inducement Agreement on the terms and conditions set forth herein. Dated: February 14, 2022 _/s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Option Price: $ 0.86 The Option will vest and become exercisable as follows, subject to the Optionee’s continuous employment with the Company through each applicable date: (1) with respect to 4,000,000 of the Option Shares (the “Service-Based Option Shares”); (a) 1,000,000 of such Service-Based Option Shares will vest on the first anniversary of the Date of Grant (the “First Vesting Date”), and (b) with respect to the remaining 3,000,000 of such Service-Based Option Shares, in substantially equal installments on each of the 36 monthly anniversaries of the First Vesting Date; and (2) with respect to the remaining 6,000,000 of the Option Shares (the “Performance-Based Option Shares”), vesting will generally occur upon the achievement of certain milestones as provided on Exhibit B. 0000 Xxxxxxxx Xxxxxx Cleveland, Ohio 44115-2634 Re: Registration Statement on Form S-8 Filed by Athersys, Inc. Ladies and Gentlemen: We have acted as counsel for Athersys, Inc., a Delaware corporation (the “Company”), in connection with the Nonqualified Stock Option Inducement Agreement, dated February 14, 2022 (the “Agreement”), entered into by and between the Company and Xx. Xxxxxx Xxxxxxx. In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, that may be issued or delivered and sold pursuan...

Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with or be exempt from Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). References herein to “termination of employment” and other similar terms shall mean a “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. If the RSUs granted hereunder become payable on the Grantee’s termination of employment, the RSUs are determined to be nonqualified deferred compensation within the meaning of Section 409A of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, notwithstanding Section 5, payment for the RSUs shall be made on the earlier of the fifth business day of the seventh month after the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death.

Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the

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