EX-1.2
from S-3
39 pages
Pluristem Therapeutics Inc., a Nevada Corporation (The “Company”), Proposes, Subject to the Terms and Conditions Stated Herein, to Issue and Sell From Time to Time Through Jefferies LLC, as Sales Agent and/or Principal (The “Agent”), Shares of the Company’s Common Stock, Par Value $0.00001 Per Share (The “Common Shares”), on the Terms Set Forth in This Agreement (This “Agreement”). Section 1. Definitions (A) Certain Definitions. for Purposes of This Agreement, Capitalized Terms Used Herein and Not Otherwise Defined Shall Have the Following Respective Meanings
12/34/56
EX-1.1
from 8-K
13 pages
This Letter (The “Agreement”) Constitutes the Agreement Between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Pluristem Therapeutics Inc. (The “Company”), That Maxim Shall Serve as the Lead Placement Agent for the Company, on a “Reasonable Best Efforts” Basis, in Connection With the Proposed Placement (The “Placement”) of (I) Registered Shares (The “Shares”) of the Company’s Common Stock, Par Value $0.001 Per Share (The “Common Stock”), and (II) Warrants (The “Warrants”) to Purchase Shares of Common Stock (The Shares of Common Stock Underlying the Warrants, “Warrant Shares” And, Together With the Shares and the Warrants, the “Securities”). the Terms of the Placement and the Securities Shall Be Mutually Agreed Upon by the Company and the Purchasers (Each, a “Purchaser” and Collectively, the “Purchasers”) and Nothing Herein Constitutes That Maxim Would Have the Power or Authority to Bind the Company or Any Purchaser or an Obligation for the Company to Issue Any Securities or Complete the Placement. This Agreement and the Documents Executed and Delivered by the Company and the Purchasers in Connection With the Placement Shall Be Collectively Referred to Herein as the “Transaction Documents.” the Date of the Closing of the Placement Shall Be Referred to Herein as the “Closing Date.” the Company Expressly Acknowledges and Agrees That Maxim’s Obligations Hereunder Are on a Reasonable Best Efforts Basis Only and That the Execution of This Agreement Does Not Constitute a Commitment by Maxim to Purchase the Securities and Does Not Ensure the Successful Placement of the Securities or Any Portion Thereof or the Success of Maxim With Respect to Securing Any Other Financing on Behalf of the Company. the Placement Agent May Retain Other Brokers or Dealers to Act as Sub-Agents or Selected-Dealers on Its Behalf in Connection With the Placement
12/34/56