Strike Price means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.
Warrant Exercise Price means $0.04 per share.
Warrant Share means a Common Share issuable upon exercise of one Warrant;
Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date.
Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.
Initial Exercise Price shall have the meaning set forth in Section 2.4.1.
Exercise Price means the initial exercise price or the adjusted exercise price, depending on the context.
Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.
Underlying Reference Strike Price means, in respect of an Underlying Reference, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date.
Total Exercise Price shall have the meaning set forth in Section 4(a) hereof.
Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:
Exercise Price Per Share hereinafter “Exercise Price” means the exercise price with respect to all Shares acquired pursuant to each exercise of the Option).
Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Other Financing, determined by using a standard Black-Scholes option-pricing model using an expected volatility percentage as shall be mutually agreed by the Investor and the Company. In the case of a dispute relating to such expected volatility assumption, the Investor shall obtain applicable volatility data from three investment banking firms of nationally recognized reputation, and the parties hereto shall use the average thereof for purposes of determining the expected volatility percentage in connection with the Black-Scholes calculation referred to in the immediately preceding sentence. EXHIBIT A TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF FIXED REQUEST NOTICE Reference is made to the Common Stock Purchase Agreement dated as of May 19, 2010, (the “Purchase Agreement”) between NeoStem, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Commerce Court Small Cap Value Fund, Ltd., a business company incorporated under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested: Optional Amount Dollar Amount: Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: Optional Amount Threshold Price: Dollar Amount of Common Stock Currently Unissued under the Registration Statement Dollar Amount of Common Stock Currently Available under the Aggregate Limit: Dated: ____________________ By: Name: Title: Address: Facsimile No.: AGREED AND ACCEPTED By: Name: Title: EXHIBIT B TO THE COMMON STOCK PURCHASE AGREEMENT FORM OF OPTIONAL AMOUNT NOTICE To: Fax#: Reference is made to the Common Stock Purchase Agreement dated as of May 19, 2010 (the “Purchase Agreement”) between NeoStem, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Commerce Court Small Cap Value Fund, Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 2.1 of the Purchase Agreement, the Investor hereby issues this Optional Amount Notice to exercise an Optional Amount for the Optional Amount Dollar Amount indicated below. Optional Amount Dollar Amount Exercised Number of Shares to be purchased VWAP on the date hereof: Discount Price: Settlement Date: Threshold Price: Dated: ____________________ By: Name: Title: Address: Facsimile No.: EXHIBIT C TO THE COMMON STOCK PURCHASE AGREEMENT CERTIFICATE OF THE COMPANY CLOSING CERTIFICATE _________ 200__ The undersigned, the [___________] of NeoStem, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of May 19, 2010 (the “Agreement”), by and between the Company and Commerce Court Small Cap Value Fund, Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):
Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.
SAR Price means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR.
Number of Warrants For each Component, as provided in Annex A to this Confirmation. Warrant Entitlement: One Share per Warrant
Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.
Initial Warrant Exercise Date means __________, 1997.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
SAR Exercise Price means the per share exercise price of a SAR granted to a Grantee under Section 9 hereof.
Purchase Option Price means the amount payable by a Lessee upon the exercise of its option to purchase a related Vehicle which amount equals (a) with respect to a Matured Vehicle, the Contract Residual Value plus any fees, taxes and other charges imposed in connection with such purchase and (b) with respect to a related 2011-1 Vehicle for which the related 2011-1 Lease has been terminated early by the Lessee, the sum of (i) any unpaid Monthly Payments due, (ii) any fees, taxes and other charges imposed in connection with the related Lease, (iii) an early termination fee and (iv) the Actuarial Payoff.
Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.
Issuance Price means the Sales Price less the Selling Commission.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.