0001144204-08-064313 Sample Contracts

WARRANT CLARIFICATION AGREEMENT
Warrant Clarification Agreement • November 14th, 2008 • NeoStem, Inc. • Services-misc health & allied services, nec • New York

This Warrant Clarification Agreement (this “Agreement”), dated as of __________, 2008, to the Restated Warrant Agreement, made as of August 14, 2007 (the “Warrant Agreement”) is made and entered into by and between NeoStem, Inc., a Delaware corporation with offices at 420 Lexington Avenue, 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”).

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UNDERWRITER WARRANT CLARIFICATION AGREEMENT
Underwriter Warrant Clarification Agreement • November 14th, 2008 • NeoStem, Inc. • Services-misc health & allied services, nec • New York

This Underwriter Warrant Clarification Agreement (this “Agreement”), dated as of ______ ____, 2008, to the Underwriter Warrants issued as of August 14, 2007 (the “Underwriter Warrants”) is made and entered into by and between NeoStem, Inc., a Delaware corporation with offices at 420 Lexington Avenue, New York, New York 10170 (“Company”) and the holders of Underwriter Warrant numbers UW-1, UW-2, UW-3, UW-4, and UW-5, being all of the holders of the Underwriter Warrants issued in connection with the Company’s August 2007 public offering (each, a “Holder”), with each Holder acting with respect to the Underwriter Warrant issued to it.

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