0001144204-10-006579 Sample Contracts

Shares NEOSTEM, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 11th, 2010 • NeoStem, Inc. • Services-misc health & allied services, nec • New York

NeoStem, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC, Maxim Group LLC and Gilford Securities (the “Underwriters”) an aggregate of __________ authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to ___________ additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and the Additional Shares are collectively referred to as the “Shares.”

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