8,000,000 SHARES OF COMMON STOCK, 8,000,000 SERIES A WARRANTS AND 8,000,000 SERIES B WARRANTS OF STEMCELLS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2011 • Stemcells Inc • 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 several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Chardan Capital Markets, LLC and Roth Capital Partners, LLC are acting as representatives to the several Underwriters (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT STEMCELLS, INC.Common Stock Purchase • December 16th, 2011 • Stemcells Inc • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on the fifth anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from StemCells, Inc., a Delaware corporation (the “Company”), up to 1 shares (the “Warrant Shares”) of common stock of the Company (“Common Stock”).
