Exhibit
      4.5

     

    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. 241

     

    WARRANT
      A TO PURCHASE SHARES OF COMMON STOCK

     

    OF

     

    NEOSTEM,
      INC.

     

    THIS
      CERTIFIES that, for value received, Wall Street Communications Group, Inc.
      is
      entitled to purchase from NEOSTEM, INC., a Delaware corporation (the
“Corporation”),
      subject to the terms and conditions hereof, two hundred and fifty thousand
      (250,000) 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 June 19, 2013 (the “Termination
      Date”).
      

     

    1. Exercise
      of Warrant and Vesting.
      

     

    (a) This
      Warrant shall vest and become exercisable as
      to
      41,667 Warrant Shares on each of the date of execution of that certain
      consulting agreement (the “Consulting Agreement”) dated as of June 11, 2008
      between Wall Street Communications Group, Inc. and the Corporation and each
      of
      the first, second, third, fourth and fifth month anniversaries of the execution
      of the Consulting Agreement (each a “Vesting Date”) (except it shall vest as to
      41,666 Warrant Shares on the fourth and fifth anniversaries); provided, however,
      that in the event the Consulting Agreement is terminated in accordance with
      Section IV of the Consulting Agreement prior to any Vesting Date, the Warrant
      shall remain exercisable in accordance with its terms as to the Warrant Shares
      as to which it vested prior to termination and the Warrant shall terminate
      and
      be of no further force or effect with respect to the remainder of the Warrant
      Shares. The
      Holder may, at any time prior to the Termination Date with respect to any
      Warrant Shares for which it has vested, exercise this Warrant in whole or in
      part at an exercise price per share as follows: (i) as to 50,000 Warrant
      Shares an exercise price of $1.00 per share, (ii) as to an additional 50,000
      Warrant Shares an exercise price of $1.30 per share, (iii) as to an additional
      50,000 Warrant Shares an exercise price of $1.75 per share; (iv) as to an
      additional 50,000 Warrant Shares an exercise price of $2.00 per share, and
      (v)
      as to an additional 50,000 Warrant Shares an exercise price of $3.00 per share,
      in each case 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.

     

    
      
         

      

      
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    This
      Warrant shall be deemed to have been exercised immediately prior to the close
      of
      business on the date of its surrender for exercise as provided above, and the
      person entitled to receive the Warrant Shares issuable upon exercise shall
      be
      treated for all purposes as the Holder of such shares of record as of the close
      of business on such date. As promptly as practicable after such date, the
      Corporation shall issue and deliver to the person or persons entitled to receive
      the same a certificate or certificates for the number of full Warrant Shares
      issuable upon such exercise. If the Warrant shall be exercised for less than
      the
      total number of shares of Warrant Shares then issuable upon exercise, promptly
      after surrender of the Warrant upon such exercise, the Corporation will execute
      and deliver a new Warrant, dated the date hereof, evidencing the right of the
      Holder to the balance of the Warrant Shares purchasable hereunder upon the
      same
      terms and conditions set forth herein.

     

    2. 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.

     

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

     

    4. 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.

     

    5. 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.

     

    
      
         

      

      
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    (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.

     

    6. 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:

     

    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.

     

    7. Registration
      Rights.
      The
      Company grants registration rights to the Holder as follows:

     

    (a) The
      Company will prepare and file (which may include the preparation and filing
      of
      one or more pre-effective amendments to any registration statements that relates
      to the Company’s securities, which may be currently on file or may be
      subsequently filed with the Securities and Exchange Commission (the
“Commission”)), at its own expense, a registration statement under the
      Securities Act (the “Registration
      Statement”)
      with the Commission no later than July 3, 2008 for the non-underwritten public
      offering and resale of the Warrant Shares (subject to adjustment as set forth
      in
      the Warrants) (the “Registrable
      Securities”)
      through the facilities of all appropriate securities exchanges, if any, on
      which
      the Company’s Common Stock is being sold or on the over-the-counter market if
      the Company’s Common Stock is quoted thereon. Such registration statement may
      include securities required to be included by the Company pursuant to
      registration rights granted by the Company prior to the date of the Consulting
      Agreement. Notwithstanding
      anything herein to the contrary, if the Commission refuses to declare a
      Registration Statement filed pursuant to this provision effective as a valid
      secondary offering under Rule 415 due to the number of securities included
      in
      such Registration Statement relative to the outstanding number of shares of
      Common Stock, then the Company shall be permitted to reduce the number of
      Registrable Securities included in such Registration Statement to an amount
      such
      that the number of securities included in such Registration Statement does
      not
      exceed an amount that the Commission allows for the offering thereunder to
      qualify as a valid secondary offering under Rule 415.  The Company shall
      have no liability as to any Registrable Securities which are not permitted
      by
      the Commission to be included in a Registration Statement due solely to SEC
      Guidance from the time that it is determined that securities are not permitted
      to be registered due to SEC Guidance or as to any delay occasioned by such
      SEC Guidance. To the extent any Registrable Securities are not permitted to
      by
      registered due to SEC Guidance, the Company will include such Registrable
      Securities in the Company’s next registration statement or in a previously filed
      registration statement pursuant to a post-effective amendment (other than a
      Form
      S-8 or S-4), if permissible, whichever is the first to occur.

     

    “SEC
      Guidance”
means
      (i) any written or oral guidance, comments, requirements or requests of the
      Commission staff and (ii) the Securities Act and rules and regulations
      thereunder. 

     

    
      
         

      

      
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    (b) The
      Company will use its reasonable best efforts to cause such Registration
      Statement to become effective. 

     

    


    
      
         

      

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

    
      	 	 	 
	 	 	NEOSTEM, INC.
	 
 	 
 	 
 
	 	 	/s/ Robin
              L.
              Smith
	 	
              
Robin
              L. Smith
	 	Chairman
              & Chief Executive Officer


    

     

    
      
         

      

      
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          5 -

        
          

        

      

      
         

      

    


    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:
	 	
            
	 	    
              


    

     

    
      
         

      

      
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          6 -

        
          

        

      

      
         

      

    


    ASSIGNMENT
      FORM

    


    (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.

     

    
      
         

      

      
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