Exhibit
      4.1

     

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      U.S.
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER
      APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
      SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
      AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS NOT REQUIRED.

     

    Warrant
      No. _____

     

    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

     

    OF

     

    NEOSTEM,
      INC.

     

    THIS
      CERTIFIES that, for value received, __________is entitled to purchase from
      NEOSTEM, INC., a Delaware corporation (the “Corporation”),
      subject to the terms and conditions hereof, __________ (__________) shares
      (the
“Warrant
      Shares”)
      of
      common stock, $.001 par value (the “Common
      Stock”).
      This
      warrant, together with all warrants hereafter issued in exchange or substitution
      for this warrant, is referred to as the “Warrant”
and
      the
      holder of this Warrant is referred to as the “Holder.”
The
      number of Warrant Shares is subject to adjustment as hereinafter provided.
      Notwithstanding anything to the contrary contained herein, this Warrant shall
      expire at 5:00 p.m. (Eastern Time) on May 19, 2013 (the “Termination
      Date”).
      

     

    1. Exercise
      of Warrants.
      The
      Holder may, at any time six months after the date of issuance (i.e. on November
      20, 2008) and prior to the Termination Date, exercise this Warrant in whole
      or
      in part at an exercise price per share equal to $1.75 per share, subject to
      adjustment as provided herein (the “Exercise
      Price”),
      by
      the surrender of this Warrant (properly endorsed) at the principal office of
      the
      Corporation, or at such other agency or office of the Corporation in the United
      States of America as the Corporation may designate by notice in writing to
      the
      Holder at the address of such Holder appearing on the books of the Corporation,
      and by payment to the Corporation of the Exercise Price in lawful money of
      the
      United States by check or wire transfer for each share of Common Stock being
      purchased. Upon any partial exercise of this Warrant, there shall be executed
      and issued to the Holder a new Warrant in respect of the shares of Common Stock
      as to which this Warrant shall not have been exercised. In the event of the
      exercise of the rights represented by this Warrant, a certificate or
      certificates for the Warrant Shares so purchased, as applicable, registered
      in
      the name of the Holder, shall be delivered to the Holder hereof as soon as
      practicable after the rights represented by this Warrant shall have been so
      exercised. 

    


    2. Cashless
      Exercise.
       Notwithstanding any provision herein to the contrary, if as of the date of
      exercise of all or a part of this Warrant, the closing sales price of the Common
      Stock is greater than the Warrant Price, as adjusted, then in lieu of exercising
      this Warrant for cash, the holder may elect to receive, without the cash payment
      by the holder of the Exercise Price, shares of Common Stock equal to the value
      of this Warrant or any portion hereof by the surrender of this Warrant (or
      such
      portion of this Warrant being so exercised) together with the Net Issue Election
      Notice annexed hereto duly executed and completed, at the office of the Company.
      Thereupon, the Company shall issue to the holder such number of shares of Common
      Stock, equal to the quotient obtained by dividing [(A-B)(X)] by (A),
      where:

     

    (A) = the
      closing sales price on the trading day immediately preceding the date that
      the
      holder delivers the Net Issue Election Notice to the Company as provided
      herein;

     

    
      
        
        

      

      
        -
          1 -

        
          

        

      

      
        
        

      

    

    (B) = the
      Exercise Price of this Underwriter Warrant, as adjusted, in effect on the date
      that the holder delivers the Net Issue Election Notice to the Company as
      provided herein; and

     

    (X) = the
      total number of shares of Common Stock covered by this Underwriter Warrant
      which
      the holder has surrendered for cashless exercise.

     

    3.
       Reservation
      of Warrant Shares.
      The
      Corporation agrees that, prior to the expiration of this Warrant, it will at
      all
      times have authorized and in reserve, and will keep available, solely for
      issuance or delivery upon the exercise of this Warrant, the number of Warrant
      Shares as from time to time shall be issuable by the Corporation upon the
      exercise of this Warrant.

     

    4. No
      Stockholder Rights.
      This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a stockholder of the Corporation.

     

    5. Transferability
      of Warrant.
      Prior
      to the Termination Date and subject to compliance with applicable Federal and
      State securities and other laws, this Warrant and all rights hereunder are
      transferable, in whole or in part, at the office or agency of the Company by
      the
      Holder in person or by duly authorized attorney, upon surrender of this Warrant
      together with the Assignment Form annexed hereto properly endorsed for transfer.
      Any registration rights to which this Warrant may then be subject shall be
      transferred together with the Warrant to the subsequent Investor.

     

    6. Certain
      Adjustments.
      With
      respect to any rights that Holder has to exercise this Warrant and convert
      into
      shares of Common Stock, Holder shall be entitled to the following
      adjustments:

     

    (a) Merger
      or Consolidation.
      If at any time there shall be a merger or a consolidation of the Corporation
      with or into another entity when the Corporation is not the surviving
      corporation, then, as part of such merger or consolidation, lawful provision
      shall be made so that the holder hereof shall thereafter be entitled to receive
      upon exercise of this Warrant, during the period specified herein and upon
      payment of the aggregate Exercise Price then in effect, the number of shares
      of
      stock or other securities or property (including cash) of the successor
      corporation resulting from such merger or consolidation, to which the holder
      hereof as the holder of the stock deliverable upon exercise of this Warrant
      would have been entitled in such merger or consolidation if this Warrant had
      been exercised immediately before such transaction. In any such case,
      appropriate adjustment shall be made in the application of the provisions of
      this Warrant with respect to the rights and interests of the holder hereof
      as
      the holder of this Warrant after the merger or consolidation.

     

    (b) Reclassification,
      Recapitalization, etc.
      If the Corporation at any time shall, by subdivision, combination or
      reclassification of securities, recapitalization, automatic conversion, or
      other
      similar event affecting the number or character of outstanding shares of Common
      Stock, or otherwise, change any of the securities as to which purchase rights
      under this Warrant exist into the same or a different number of securities
      of
      any other class or classes, this Warrant shall thereafter represent the right
      to
      acquire such number and kind of securities as would have been issuable as the
      result of such change with respect to the securities that were subject to the
      purchase rights under this Warrant immediately prior to such subdivision,
      combination, reclassification or other change.

     

    (c) Split
      or Combination of Common Stock and Stock Dividend.
      In case
      the Corporation shall at any time subdivide, redivide, recapitalize, split
      (forward or reverse) or change its outstanding shares of Common Stock into
      a
      greater number of shares or declare a dividend upon its Common Stock payable
      solely in shares of Common Stock, the Exercise
      Price
      shall be
      proportionately reduced and the number of Warrant Shares proportionately
      increased. Conversely, in case the outstanding shares of Common Stock of the
      Corporation shall be combined into a smaller number of shares, the Exercise
      Price
      shall be
      proportionately increased and the number of Warrant Shares proportionately
      reduced.

     

    7. Legend
      and Stop Transfer Orders.
      Unless
      the Warrant Shares have been registered under the Securities Act, upon exercise
      of any part of the Warrant, the Corporation shall instruct its transfer agent
      to
      enter stop transfer orders with respect to such Warrant Shares, and all
      certificates or instruments representing the Warrant Shares shall bear on the
      face thereof substantially the following legend:

     

    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      U.S.
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER
      APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
      SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
      MAY BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
      AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH
      REGISTRATION IS NOT REQUIRED.

     

     

    8.Redemption
      of Warrant.
      This
      Warrant is subject to redemption by the Company as provided in this Section
      8.

     

    (a) This
      Warrant may be redeemed, at the option of the Company, in whole and not in
      part,
      at a redemption price of $.0001 per Warrant (the “Redemption
      Price”),
      provided (i) the average closing price of the Common Stock as quoted by
      Bloomberg, LP., or the Principal Trading Market (as defined below) on which
      the
      Common Stock is included for quotation or trading, shall equal or exceed $2.40
      per share (taking into account all adjustments) for twenty (20) out of thirty
      (30) consecutive trading days. 

     

    (b) If
      the
      conditions set forth in Section
      8(a)
      are met,
      and the Company desires to exercise its right to redeem this Warrant, it shall
      mail a notice (the “Redemption
      Notice”)
      to the
      registered holder of this Warrant by first class mail, postage prepaid, at
      least
      ten (10) business days prior to the date fixed by the Company for redemption
      of
      the Warrants (the “Redemption
      Date”).

     

    (c
      ) The
      Redemption Notice shall specify (i) the Redemption Price, (ii) the Redemption
      Date, (iii) the place where the Warrant certificates shall be delivered and
      the
      redemption price paid, and (iv) that the right to exercise this Warrant shall
      terminate at 5:00 p.m. (New York time) on the business day immediately
      preceding the Redemption Date. No failure to mail such notice nor any defect
      therein or in the mailing thereof shall affect the validity of the proceedings
      for such redemption except as to a holder (a) to whom notice was not mailed,
      or
      (b) whose notice was defective. An affidavit of the Secretary or an
      Assistant Secretary of the Company that the Redemption Notice has been mailed
      shall, in the absence of fraud, be prima
      facie
      evidence
      of the facts stated therein.

     

    (d) Any
      right
      to exercise a Warrant shall terminate at 5:00 p.m. (New York time) on the
      business day immediately preceding the Redemption Date. On and after the
      Redemption Date, the holder of this Warrant shall have no further rights except
      to receive, upon surrender of this Warrant, the Redemption Price.

     

    (e) From
      and
      after the Redemption Date, the Company shall, at the place specified in the
      Redemption Notice, upon presentation and surrender to the Company by or on
      behalf of the holder thereof the warrant certificates evidencing this Warrant
      being redeemed, deliver, or cause to be delivered to or upon the written order
      of such holder, a sum in cash equal to the Redemption Price of this Warrant.
      From and after the Redemption Date, this Warrant shall expire and become void
      and all rights hereunder and under the warrant certificates, except the right
      to
      receive payment of the Redemption Price, shall cease. 

     

    9. Miscellaneous.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York. All the covenants and provisions of this Warrant by or for
      the benefit of the Corporation shall bind and inure to the benefit of its
      successors and assigns hereunder. Nothing in this Warrant shall be construed
      to
      give to any person or corporation other than the Corporation and the holder
      of
      this Warrant any legal or equitable right, remedy, or claim under this Warrant.
      This Warrant shall be for the sole and exclusive benefit of the Corporation
      and
      the Holder. The section headings herein are for convenience only and are not
      part of this Warrant and shall not affect the interpretation hereof. Upon
      receipt of evidence satisfactory to the Corporation of the loss, theft,
      destruction, or mutilation of this Warrant, and of indemnity reasonably
      satisfactory to the Corporation, if lost, stolen, or destroyed, and upon
      surrender and cancellation of this Warrant, if mutilated, the Corporation shall
      execute and deliver to the Holder a new Warrant of like date, tenor, and
      denomination.

     

    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by
      its
      duly authorized officers under its seal, this 20th day of May 2008.

    
      	 	 	 
	 	 	NEOSTEM, INC.
	 
 	 
 	 
 
	 	 	/s/
              Robin L. Smith
	 	
              

              Robin
                L. Smith, Chairman & & Chief ExecutiveOfficer

            


    

     

    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    


    WARRANT
      EXERCISE FORM

     

    To
      Be Executed by the Holder in Order to Exercise Warrant

     

    To: NeoStem,
      Inc.      Dated:
      ________________ __, 20__

    420
      Lexington Avenue

    Suite
      450

    New
      York,
      New York 10170

    Attn:
      Chairman and CEO

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      No. ______, hereby irrevocably elects to purchase ____________ shares of
      the Common Stock of NeoStem, Inc. covered by such Warrant.

     

    
      	 ̈  	
              The
                undersigned herewith makes payment of the full purchase price for
                such
                shares at the price per share provided for in such Warrant. Such
                payment
                takes the form of $__________ in lawful money of the United
                States.

            


    

     

    The
      undersigned hereby requests that certificates for the Warrant Shares purchased
      hereby be issued in the name of:

     

    
      	          
              	 
	               
              	 
	
              (please
                print or type name and
                address)

            	 
	 	 
	   
              	 


    

    (please
      insert social security or other identifying number)

     

    and
      be
      delivered as follows:

     

    
      	      	 
	      	 
	(please print or type name and
              address)	 
	 	 
	   
              	 


    

     

    (please
      insert social security or other identifying number)

     

    and
      if
      such number of shares of Common Stock shall not be all the shares evidenced
      by
      this Warrant Certificate, that a new Warrant for the balance of such shares
      be
      registered in the name of, and delivered to, Holder.

     

    
      	 	 	 
	 	  	               
              
	 	Signature of Holder
	 	 
	 	SIGNATURE GUARANTEE:
	 	 
	 	                   
              


    

     

    
      
        
        

      

      
        -
          5 -

        
          

        

      

      
        
        

      

    

    


    (To
      assign the foregoing warrant, execute

    this
      form. Do not use this form to exercise the warrant.)

    


    


    


    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to

     

     

    
      	             
              	whose
              address is
	             
              
	                   
              


    

    
 

    Dated:
      ________ __, 200_

    


    


    
      	 	Holder’s
              Signature:	          
              
	 	Holder’s
              Address:	            
              
	 	 	               
              


    

     

     

    Signature
      Guaranteed: __________________________

    


    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust Corporation. Officers
      of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.

    


    
      
        
        

      

      
        -
          6 -

        
          

        

      

      
        
        

      

    

    


    NET
      ISSUE ELECTION NOTICE

    


    


    To
      Be Executed by the Registered Holder in Order to Make a Cashless Exercise of
      Underwriter Warrants

    


    
      	TO:	
              NeoStem,
                Inc.

            


    

    420
      Lexington Avenue

    Suite
      450

    New
      York, NY 10170

    Attention:
      Chairman and CEO

    


    The
      undersigned hereby elects under Section 2.3.2 of the attached Underwriter
      Warrant No. ____, to surrender the right to purchase __________ shares of Common
      Stock pursuant to the Underwriter Warrant and hereby requests the issuance
      of
      the number of shares of Common Stock determined in accordance with Section
      2.3.2.

    


    The
      undersigned hereby requests that Certificates for the shares issuable upon
      such
      net issue election shall be issued in the name of:

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    ________________________________________

    ________________________________________

    ________________________________________

    


    [please
      print or type name and address]

    


    and
      be delivered to:

    


    ________________________________________

    ________________________________________

    ________________________________________

    


    [please
      print or type name and address]

     

    


    and
      if there shall be remaining Underwriter Warrants after such net issue election,
      that a new Underwriter Warrant Certificate for the balance of such Underwriter
      Warrants be registered in the name of, and delivered to, the Registered Holder
      at the address stated below.

    


    


    Dated:
      ______________

    


    X_________________________

    ___________________________

    ___________________________

    ___________________________

    Address

    


    ___________________________

    Taxpayer
      Identification Number

    


    ___________________________

    Signature
      Guaranteed

     

    
      
        
        

      

      
        -
          7 -