5,147,059 Shares* ASTERIAS BIOTHERAPEUTICS, INC. Series A Common Stock and Warrants to Purchase up to 2,573,530 Shares of Series A Common Stock* UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2016 • Asterias Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Asterias Biotherapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of (i) 5,147,059 shares (the “Firm Shares”) of its Series A Common Stock, par value $0.0001 per share (the “Common Stock”) and (ii) warrants to purchase 2,573,530 shares of Common Stock on the terms and conditions set forth in the Warrant Agreement (as defined herein) (the “Firm Warrants,” and together with the Firm Shares, the “Firm Securities”). All of the Firm Securities are to be issued and sold by the Company. The respective amounts of the Firm Securities to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company has agreed to sell to the Underwriters or Raymond James & Associates, Inc. (“Raymond James”), as the case may be, upon the terms and conditions stated herein, u
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • May 10th, 2016 • Asterias Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May , 2016, is entered into by and between Asterias Biotherapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company LLC (the “Warrant Agent”).
