UNDERWRITER WARRANT
CLARIFICATION AGREEMENT
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.
WHEREAS , the Underwriter Warrants do not contain any
provisions granting registered holders of Underwriter Warrants the
right to receive any cash or other consideration or otherwise
“net cash settle” the Underwriter Warrants in the event
securities cannot be issued upon exercise of the Underwriter
Warrants because a registration statement is not
effective.
WHEREAS , as a result of certain questions that have
arisen regarding the accounting treatment applicable to the
Underwriter Warrants, the parties hereto deem it necessary and
desirable to amend the Underwriter Warrants to clarify and confirm
that the registered holders do not have the right to receive a net
cash settlement in the event the Company does not maintain a
current prospectus relating to the common stock issuable upon
exercise of the Underwriter Warrants at the time such Underwriter
Warrants are exercisable.
NOW, THEREFORE , in consideration of the mutual agreements
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree to
amend the Underwriter Warrants as set forth herein (each Holder
acting with respect to the Underwriter Warrant issued to
it).
1. Underwriter Warrants: Each
Underwriter Warrant is hereby amended by adding the following
sentence as the penultimate sentence of Section 2.3.3:
‘‘Furth
