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 Athersys, 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. Section 1. Compensation
12/34/56
