11,170,000 Shares of Common Stock Warrants to Purchase 5,585,000 Shares of Common Stock And 1,675,500 Over-Allotment Shares Over-Allotment Warrants to Purchase 837,750 Shares of Common Stock STEMCELLS, INC. UNDERWRITING AGREEMENTStemcells Inc • October 4th, 2013 • Biological products, (no disgnostic substances) • New York
The undersigned, StemCells, Inc., a company formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of StemCells, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the underwriters (such underwriters, including as the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Chardan Capital Markets, LLC is acting as representative (the “Representative,” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
