REPRESENTATION AND WARRANTIES OF NEOSTEM AND SUBCO. Except as set forth in the disclosure statement delivered by NeoStem to CBH at or prior to the execution of this Agreement (the “NeoStem Disclosure Statement”) (each section of which qualifies the correspondingly numbered representation and warranty, regardless of whether such representation or warranty expressly refers to or is qualified by reference to such NeoStem Disclosure Statement) or as disclosed in the NeoStem SEC Reports, NeoStem and Subco, jointly and severally, represent and warrant to CBH as follows (it being understood and agreed that each representation and warranty with respect to any payment obligation of NeoStem that is qualified hereunder as to materiality, shall refer to any such obligation (i) having a dollar value of more than $50,000, to the extent such value is quantifiable, and (ii) not made or incurred in the ordinary course of business):
