0001193125-14-008992 Sample Contracts

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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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).

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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