6,337,980 Shares Warrants to Purchase 3,168,990 Shares NEOSTEM, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2010 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
SECURITIES PURCHASE AGREEMENT Dated as of November 16, 2010 by and among Neostem, Inc., JGB Management Inc. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • November 16th, 2010 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
At no time during the period beginning five years prior to [date] and ending on [date] was Neostem, Inc. a “United States real property holding corporation,” as such term is defined by Section 897(b)(2) of the Internal Revenue Code of 1986, as amended.
10,582,011 Convertible Preferred Shares Warrants to Purchase 1,322,486 Shares 164,418 Common Shares NEOSTEM, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 16th, 2010 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
NeoStem, Inc., a Delaware corporation (the “Company”), proposes to sell to certain purchasers (each a “Purchaser” and collectively, the “Purchasers”), pursuant to the terms of this Agreement and that certain securities purchase agreement in the form of Exhibit I attached hereto (the “Subscription Agreement”), (i) an aggregate of 10,582,011 shares of convertible preferred stock, $0.01 par value (the “Preferred Stock”), of the Company, (ii) an aggregate of 164,418 shares of common stock, $0.001 par value (the “Common Stock”), of the Company (the “Stock”) and (iii) warrants to purchase an aggregate of 1,322,486 shares of Common Stock (the “Warrants”) in the form attached hereto as Exhibit H. The shares of Common Stock underlying the Preferred Stock are hereinafter referred to as the “Conversion Shares” and the shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Company hereby confirms that Cowen and Company, LLC (“Cowen”) and LifeTech Ca
ESCROW AGREEMENTEscrow Agreement • November 16th, 2010 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
This Escrow Agreement dated this [__] day of November 2010 (the “Escrow Agreement”), is entered into by and among Neostem Inc., a Delaware Corporation (“Neostem”), JGB Management Inc., a Delaware Corporation, as agent (“Agent,” and together with Neostem, the “Parties,” and each individually, a “Party”) for the purchasers under that certain Securities Purchase Agreement dated as of November 16, 2010 (the “Purchase Agreement”) among Neostem and the purchasers party thereto (the “Purchasers”), and Wells Fargo Bank, National Association, as escrow agent (“Escrow Agent”).
