SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2014 • Stemcells Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2014, between StemCells, 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”).
WARRANT STEMCELLS, INC.Stemcells Inc • July 15th, 2014 • Biological products, (no disgnostic substances)
THIS WARRANT (the “Warrant”) certifies that, for value received, or its permitted 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 6 month anniversary of the Issue Date (the “Initial Exercise Date”) and prior to the close of business on the 13 month anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from StemCells, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (the “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).
July 14, 2014 StemCells, Inc. Newark, CA 94560 Thank you for the opportunity to work with you and your company, StemCells, Inc.Letter Agreement • July 15th, 2014 • Stemcells Inc • Biological products, (no disgnostic substances) • California
This letter agreement (the “Agreement”) confirms that StemCells, Inc., inclusive of its subsidiaries, (“Client”) has engaged Ascendiant Capital Markets, LLC (“Ascendiant”) to act on a best efforts basis as financial advisor and exclusive placement agent (as defined in Section 4 below) for the Client in connection with the structuring, issuance, and sale of equity “Securities” to “Investors” (pursuant to the definitions of Transaction, Securities and Investors below). Ascendiant Capital Markets, LLC is an investment banking firm registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), and member of the FINRA and SIPC.
