SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2009 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
The undersigned investor (the “Investor”) under the following terms and conditions, offers to subscribe (the “Offer”) for the securities of NeoStem, Inc., a Delaware corporation. (the “Company” or “NeoStem”). The Company is issuing units (“Units”) at a per Unit price of $12.50 with each Unit consisting of (a) one share (the “Preferred Shares”) of Series D Convertible Redeemable Preferred Stock, $0.01 par value (the “Preferred Stock”) (the shares of Common Stock issuable upon conversion of the Preferred Shares (10 Common Shares for each Preferred Share) are referred to as the “Conversion Shares”)and (b) one accompanying warrant (each, a “Warrant” and together the “Warrants”) for the purchase of ten shares of the Company’s common stock, $0.001 par value (the “Common Stock”) at an exercise price equal to $2.50 per share, subject to adjustment, expiring five years from the date of issuance (the shares of Common Stock issuable under the Warrants are referred to as the “Warrant Shares”). The
