PLACEMENT AGENCY AGREEMENT January 27, 2011Placement 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
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • January 28th, 2011 • Athersys, Inc / New • Pharmaceutical preparations • New York
The undersigned (the “Investor”) hereby confirms its agreement with Athersys, Inc., a Delaware corporation (the “Company”), as follows:
