Athersys, Inc / New Sample Contracts

COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.
Common Stock Purchase Warrant • July 26th, 2023 • Athersys, Inc / New • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____] (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 13th, 2014 • Athersys, Inc / New • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2014, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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Exchange Agent" ss.2.05(a) "Exchange Fund" ss.2.05(a) "Exchange Ratio" ss.2.02(a) "14f-1 Information Statement" ss.5.08 "GAAP" ss.3.01(e) "Governmental Entity" ss.3.01(d) "Hazardous Materials" ss.3.02(aa) "Indemnified Party" ss.5.04(c) "Joinder...
Merger Agreement • May 24th, 2007 • BTHC VI Inc • Non-operating establishments • Delaware
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SERIES B COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.
Warrant Agreement • August 7th, 2023 • Athersys, Inc / New • Pharmaceutical preparations

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2025 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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PRE-FUNDED COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.
Pre-Funded Common Stock Purchase Warrant • July 26th, 2023 • Athersys, Inc / New • Pharmaceutical preparations

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to [●] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • May 30th, 2019 • Athersys, Inc / New • Pharmaceutical preparations • New York
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COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.
Common Stock Purchase Warrant • January 13th, 2014 • Athersys, Inc / New • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to the close of business on July 15, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Athersys, Inc. Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • February 1st, 2017 • Athersys, Inc / New • Pharmaceutical preparations • New York

Athersys, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 19,802,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 2,970,300 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

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COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.
Securities Agreement • October 30th, 2023 • Athersys, Inc / New • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 30, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to 20,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.
Security Agreement • April 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 19, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 19, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to 3,689,600 shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 17, 2023, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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ATHERSYS, INC. Common Stock PURCHASE AGREEMENT
Purchase Agreement • October 23rd, 2012 • Athersys, Inc / New • Pharmaceutical preparations • New York

Athersys, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [17,000,000] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [2,550,000] additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

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Athersys, Inc. Attention: Mr. Daniel Camardo
Placement Agent Agreement • April 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations • New York
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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • May 12th, 2022 • Athersys, Inc / New • Pharmaceutical preparations • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2022, by and between ATHERSYS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 12th, 2022 • Athersys, Inc / New • Pharmaceutical preparations • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2022, by and between ATHERSYS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2012 • Athersys, Inc / New • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 9, 2012, by and among Athersys, Inc., a Delaware corporation (the “Company”), and the several signatories hereto.

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PLACEMENT AGENCY AGREEMENT January 27, 2011
Placement Agency Agreement • January 28th, 2011 • Athersys, Inc / New • Pharmaceutical preparations • New York

Athersys, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of up to (i) an aggregate of 4,366,667 shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”), and (ii) warrants to purchase up to an additional 1,310,000 shares of Common Stock (the “Warrants”), to certain investors (each an “Investor” and collectively the “Investors”), in an offering under its registration statement on Form S-3 (Registration No. 333-164336). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares” and the Shares, the Warrants and the Warrant Shares are hereinafter referred to as the “Securities.” The Securities are more fully described in the Prospectus (as defined in Section 2(a)(iii) hereof). The Company desires to engage William Blair & Company, L.L.C. and First Analysis Securities Corporation in connection with such issuance and

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ARTICLE I MERGER
Merger Agreement • July 6th, 2006 • BTHC VI Inc
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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations • New York
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 17th, 2022 • Athersys, Inc / New • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2022, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2023, between Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 15th, 2012 • Athersys, Inc / New • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2012 by and among Athersys, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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SERIES A COMMON STOCK PURCHASE WARRANT ATHERSYS, INC.
Series a Common Stock Purchase Warrant • August 7th, 2023 • Athersys, Inc / New • Pharmaceutical preparations

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Athersys, Inc., a Delaware corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Mr. Gil Van Bokkelen Chief Executive Officer Athersys, Inc.
Placement Agent Agreement • January 13th, 2014 • Athersys, Inc / New • Pharmaceutical preparations • New York
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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 22nd, 2022 • Athersys, Inc / New • Pharmaceutical preparations • New York

This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of September [●], 2022, by and among Athersys, Inc., a Delaware corporation (the “Company”), and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

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LOAN AND SECURITY AGREEMENT Dated as of November 2, 2004 among ATHERSYS, INC., a Delaware corporation and ADVANCED BIOTHERAPEUTICS, INC., a Delaware corporation each sometimes individually as a “Borrower”, and sometimes collectively as “Borrowers”,...
Loan and Security Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • California

The Borrowers, Agent and Lenders identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which each Lender severally, but not jointly, agrees to make available to Borrowers a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrowers, Agent and Lenders which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement among the parties (collectively referred to as this “Agreement”).

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DIRECTOR][OFFICER][DIRECTOR AND OFFICER] INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 6th, 2007 • BTHC VI Inc • Pharmaceutical preparations • Delaware

This [Director][Officer][Director and Officer] Indemnification Agreement, dated as of ___, ___ (this “Agreement”), is made by and between BTHC VI, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
Non-Competition and Confidentiality Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio

This Non-Competition and Confidentiality Agreement (“Agreement”), is made as of the 25th day of September, 2000 between Kurt Brunden, an individual (“Employee”), Advanced Biotherapeutics, Inc. (“ABT”), a wholly-owned subsidiary of Athersys, Inc., and Athersys, Inc., a Delaware corporation (“Athersys”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio

This Amendment No. 1 (this “Amendment”), dated as of May 31, 2007, to the Employment Agreement (“Agreement”), dated as of September 25, 2000, between Kurt Brunden (“Employee”) and ADVANCED BIOTHERAPEUTICS, INC. (“Employer”).

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ATHERSYS, INC. NONQUALIFIED STOCK OPTION INDUCEMENT AGREEMENT
Nonqualified Stock Option Inducement Agreement • March 18th, 2022 • Athersys, Inc / New • Pharmaceutical preparations • Delaware

This Nonqualified Stock Option Inducement Agreement (“Agreement”) is made as of February 14, 2022 (the “Date of Grant”) by and between Athersys, Inc., a Delaware corporation (the “Company”), and Daniel Camardo (the “Optionee”) with respect to the grant of a nonqualified stock option by the Company to the Optionee (the “Grant”). This Grant is intended to be an inducement that is material to Optionee, who is entering into employment with the Company, and to encourage stock ownership by Optionee, thereby aligning Optionee’s interests with those of the stockholders of the Company. This Agreement is intended to comply with Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, which provide an exception to the Nasdaq Stock Market Listing Rules’ shareholder approval requirement for the issuance of securities with regards to grants to employees of the Company as an inducement material to such individuals entering into employment with the Company, and shall be administered and interpreted c

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Athersys, Inc. Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • April 20th, 2020 • Athersys, Inc / New • Pharmaceutical preparations • New York

Athersys, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom BofA Securities, Inc. (“BofA”) is acting as representative (the “Representative” or “you”) an aggregate of 22,250,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 3,337,500 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

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CELL LINE COLLABORATION AND LICENSE AGREEMENT
Cell Line Collaboration and License Agreement • September 27th, 2007 • Athersys, Inc / New • Pharmaceutical preparations • New York

This Cell Line Collaboration and License Agreement (the “Agreement”) is made and entered into as of July 1, 2002 (the “Effective Date”), by and between Athersys, Inc., a Delaware corporation having its principal offices at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Bristol-Myers Squibb Company, a Delaware corporation having offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Athersys and BMS may be referred to herein individually as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • April 18th, 2023 • Athersys, Inc / New • Pharmaceutical preparations

This AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of April 17, 2023, by and between Athersys, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”).

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ATHERSYS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 6th, 2011 • Athersys, Inc / New • Pharmaceutical preparations • Delaware

This Agreement (“Agreement”) is made as of _____, _____ (the “Date of Grant”) by and between Athersys, Inc., a Delaware corporation (the “Company”) and (“Optionee”) with respect to the grant of a Nonqualified Stock Option by the Company to Optionee pursuant to the Athersys, Inc. Amended and Restated 2007 Long-Term Incentive Plan (As Amended and Restated Effective June 16, 2011) (the “Plan”). (Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Plan).

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EXTENDED COLLABORATION AND LICENSE AGREEMENT
Extended Collaboration and License Agreement • September 27th, 2007 • Athersys, Inc / New • Pharmaceutical preparations • New York

This Extended Collaboration and License Agreement (the “Agreement”) is made and entered into as of January 1, 2006 (the “Effective Date”), by and between Athersys, Inc., a Delaware corporation having its principal offices at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Bristol-Myers Squibb Company, a Delaware corporation having offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Athersys and BMS may be referred to herein individually as a “Party” and collectively as the “Parties.”

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