PUBLIC OFFERING UNDERWRITING AGREEMENT NEOSTEM, INC. Units Consisting of Common stock and Warrants ($0.001 par value) _______, 2007 , 2007 CONFIDENTIAL DRAFT NO. 2 FOR DISCUSSION PURPOSES ONLYPublic Offering Underwriting Agreement • June 27th, 2007 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
NEOSTEM, INC., a Delaware corporation (the “Company”) hereby confirms its agreement with Mercer Capital Ltd., (the “Underwriter”) regarding the participation by the Underwriter in the Public Offering (hereinafter defined), and agrees, as follows:
UNDERWRITER’S WARRANT AGREEMENTUnderwriter’s Warrant Agreement • June 27th, 2007 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
THIS AGREEMENT, made as of June , 2007 between NeoStem, Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 450, New York, New York 10170 (“Company”), and Mercer Capital Ltd., a , with offices at 40 Wall Street, 31st Floor, New York, NY 10005 (“Underwriter”).
WARRANT AGREEMENTWarrant Agreement • June 27th, 2007 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
THIS AGREEMENT, made as of June __, 2007 between NeoStem, Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 450, New York, New York 10170 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
