26,667,000 SHARES OF COMMON STOCK 26,667,000 SERIES A COMMON STOCK PURCHASE WARRANTS AND 26,667,000 SERIES B COMMON STOCK PURCHASE WARRANTS OF STEMCELLS, INC. UNDERWRITING AGREEMENTStemcells Inc • March 11th, 2016 • Biological products, (no disgnostic substances) • New York
The undersigned, StemCells, Inc., a company incorporated under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of StemCells, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
