WARRANT
AGREEMENT

     

    THIS
WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2011, is entered
into by and between NeoStem, Inc., a Delaware corporation ("NeoStem" or the
“Company”), and Continental Stock Transfer & Trust Company, a New York
corporation (the “Warrant Agent”).

     

    WHEREAS,
on January 19, 2011, the Company consummated a merger of its wholly-owned
subsidiary NBS Acquisition Company LLC ("Subco") with and into Progenitor Cell
Therapy, LLC, a Delaware limited liability company (“PCT”) (the "Merger")
pursuant to an Agreement and Plan of Merger, dated September 23, 2010 (as such
agreement may be amended from time to time, the “Merger Agreement”), among
NeoStem, PCT and Subco;

     

    WHEREAS,
the Merger Agreement provides that the Company will issue (i) warrants to
purchase one million (1,000,000) shares of the Company's common stock, par value
$0.001 per share, (the "NeoStem Common Stock") exercisable over a seven year
period at an exercise price of $7.00 per share (the “$7.00
Warrants”);  (ii) warrants to purchase one million (1,000,000) shares
of NeoStem Common Stock exercisable over a seven year term at an exercise price
of $3.00 per share (the “$3.00 Warrants”); and (iii) warrants to purchase one
million (1,000,000) shares of NeoStem Common Stock exercisable over a seven year
period at an exercise price of $5.00 per share (the “$5.00 Warrants" and
together with the $7.00 Warrants and the $3.00 Warrants, the
“Warrants”);

     

    WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, transfer,
exchange, redemption and exercise of the Warrants; and

     

    WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants.

     

    NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

     

    1.            Appointment of Warrant Agent
and Depository.  The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.  The Company
initially appoints the Warrant Agent to act as Depository with respect to the
Global Warrants as hereinafter defined.

     

    2.            Warrants.

     

    2.1           Issuance of
Warrants.  Each $3.00 Warrant, $5.00 Warrant and $7.00 Warrant
shall be (a) issued by book-entry registration only and (b) evidenced by the
Global $3.00 Warrant, the Global $5.00 Warrant and the Global $7.00 Warrant, as
applicable, in substantially the forms of Exhibit A, Exhibit B and Exhibit C hereto
(individually a "Global Warrant" and together, the "Global Warrants"),
respectively, the provisions of which are incorporated herein.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    2.2          Execution and Delivery of
the Global Warrants.

     

    2.2.1       Each
Global Warrant shall be dated and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement or the
respective Warrants, or as may be required to comply with any law or with any
rule or regulation made pursuant thereto.  The Global Warrants shall
be signed on behalf of the Company by its chairman or vice chairman of the Board
of Directors of the Company (the "Board of Directors"), the chief financial
officer, the president, any vice president, any assistant vice president, the
treasurer or any assistant treasurer of the Company, which may but need not be
attested by its secretary or one of its assistant secretaries.  Such
signatures may be manual or facsimile signatures of such authorized officers and
may be imprinted or otherwise reproduced on each Global Warrant.  From
time to time, in accordance with the Warrant Agent’s customary practices, the
Warrant Agent shall send to each Holder (as hereinafter defined) a statement
reflecting such Holder’s book-entry position in the Warrants and any changes
thereto (the “Warrant Statement”).  The terms and conditions of each
Global Warrant are incorporated herein by this reference and made a part
hereof.  Notwithstanding anything contained herein to the contrary, if
any terms or conditions of the Global Warrant or the Warrant Statement shall be
found to conflict with any terms or conditions of this Agreement, the terms and
conditions of the respective Global Warrants shall control except that the
Warrant Agent's procedures relating to the exercise of book-entry interests in
the Global Warrants shall control  the exercise of the
Warrants.

     

    2.2.2       Each
Global Warrant shall represent the respective number of outstanding Warrants
from time to time endorsed thereon and the respective number of outstanding
Warrants represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, exercises and other similar
transactions.

     

    2.2.3       No
Warrant shall be valid for any purpose, and no Warrant evidenced thereby shall
be exercisable, until the applicable Global Warrant has been countersigned by
the Warrant Agent by manual or facsimile signature.  Such signature by
the Warrant Agent upon the Global Warrant executed by the Company shall be
conclusive evidence, and the only evidence, that the Global Warrant so
countersigned has been duly issued hereunder.

     

    2.2.4       In
case any officer of the Company who shall have signed any of the Global Warrants
either manually or by facsimile signature shall cease to be such officer before
such Global Warrant so signed shall have been countersigned and delivered by the
Warrant Agent as provided herein, such Global Warrant may be countersigned and
delivered notwithstanding that the person who signed such Global Warrant ceased
to be such officer of the Company; and such Global Warrant may be signed on
behalf of the Company by such persons as, at the actual date of the execution of
such Global Warrant, shall be the proper officers of the Company, although at
the date of the execution of this Agreement any such person was not such
officer.


    
      
         


      

      
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    2.2.5       The
term "Holder," when used with respect to any Warrant, shall mean any person in
whose name at the time such Warrant shall be registered upon the books to be
maintained by the Warrant Agent for that purpose.

     

    3.            Terms and Exercise of
Warrants.

     

    3.1          Exercise
Price.  For purposes of this Agreement, "Exercise Price" shall
mean the initial exercise price for each Warrant as set forth in the applicable
Global Warrant, subject to adjustment as provided in the applicable Global
Warrant.

     

    3.2          Duration of
Warrants.  A Warrant may be exercised only during the period
(“Exercise Period”) specified in the respective Global Warrant or as the same
may be extended as hereinafter provided.  Except with respect to the
right to receive the Redemption Price if the Warrants have been redeemed (as set
forth in the applicable Global Warrant), each Warrant not exercised on or before
the expiration date, as set forth in the applicable Global Warrant, (the
"Expiration Date") shall become void, and all rights thereunder and all rights
in respect thereof under this Agreement shall cease at the close of business on
the Expiration Date.

     

    3.3          Exercise of
Warrants.  Warrants may be exercised, at the option of the
Holder, in whole or in part, at any time or from time to time during the
Exercise Period, by complying with the Warrant Agent's procedures relating to
the exercise of such book-entry interest in the Global Warrant.  In
addition, the Holder shall deliver to the Company at the then designated office
of the Warrant Agent (the "Warrant Agent Office") (i) the Exercise Form
substantially in the form attached to the applicable Global Warrant duly
executed by such Holder or its duly authorized agent or attorney (the “Exercise
Form) and (ii) payment of the aggregate Exercise Price.  In case an
exercise of Warrants is in part only, the Warrant Agent shall make an
appropriate adjustment to the account of the Holder to reflect a number of
Warrants for the number of shares of Common Stock equal (without giving effect
to any adjustment thereof) to the number of such shares called for by such
Holder's Warrants prior to such exercise, minus the number of shares designated
by the Holder upon such exercise.

     

    3.3.1       Payment.  The
Holder shall pay the applicable Exercise Price in accordance with the procedures
in the applicable Global Warrant and this Agreement.

     

    3.3.2       Procedures and
Validity.

     

    (a)         Any
exercise of a Warrant by a Holder pursuant to the terms of this Agreement shall be irrevocable and
shall constitute a binding agreement between the Holder and the Company,
enforceable in accordance with its terms.

     

    (b)         The
Warrant Agent shall:

     

    (i)           examine
all Exercise Forms and all other documents delivered to it by or on behalf of
Holders as contemplated hereunder to ascertain whether or not, on their face,
such Exercise Forms and any such other documents have been executed and
completed in accordance with their terms and the terms hereof;


    
      
         


      

      
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    (ii)          where
an Exercise Form or other document appears on its face to have been improperly
completed or executed or some other irregularity in connection with the exercise
of the Warrants exists, the Warrant Agent shall endeavor to inform the
appropriate parties (including the person submitting such instrument) of the
need for fulfillment of all requirements, specifying those requirements which
appear to be unfulfilled;

     

    (iii)         inform
the Company of and cooperate with and assist the Company in resolving any
reconciliation problems between the Exercise Forms received and the crediting of
Warrant Shares to the respective Holders’ accounts; and

     

    (iv)         advise
the Company no later than two (2) business days after receipt of an Exercise
Form, of (i) the receipt of such Exercise Form and the number of Warrants
exercised in accordance with the terms and conditions of this Agreement, (ii)
the percentage of the then outstanding Warrants represented by such exercise and
(iii) such other information as the Company shall reasonably
require.

     

    (c)         All
questions as to the validity, form and sufficiency (including time of receipt)
of an exercised Warrant and any Exercise Form will be determined by the Company
in good faith.  The Company reserves the right to reject any and all
Exercise Forms not in proper form or for which any corresponding agreement by
the Company to exchange would, in the opinion of the Company, be
unlawful.  Moreover, the Company reserves the absolute right to waive
any of the conditions to the exercise of Warrants or defects in the exercise
thereof with regard to any particular exercise of Warrants.  Other
than as required in Section 3.3.2(b)(ii) above, neither the Company nor the
Warrant Agent shall be under any duty to give notice to the Holders of the
Warrants of any irregularities in any exercise of Warrants or any Exercise Form,
nor shall it incur any liability for the failure to give such
notice.

     

    3.3.3       Issuance of
Certificates.  As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Exercise Price, the
Company shall cause its Transfer Agent to issue to the Holder of such Warrant a
certificate or certificates representing the number of full shares of Common
Stock to which he, she or it is entitled, registered in such name or names as
may be directed by him, her or it.   Notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities pursuant
to the exercise of a Warrant unless (a) a registration statement under the
Securities Act of 1933 (the "Securities Act") with respect to the Common Stock
issuable upon exercise of such Warrants is effective and a current prospectus
relating to the shares of Common Stock issuable upon exercise of the Warrants is
available for delivery to the Holders or (b) in the opinion of counsel to the
Company, the exercise of the Warrants is exempt from the registration
requirements of the Securities Act and such securities are qualified for sale or
exempt from qualification under applicable securities laws of the states or
other jurisdictions in which the registered holder resides.  Warrants
may not be exercised by, or securities issued to, any Holder in any state in
which such exercise or issuance would be unlawful.   In the event
that a registration statement under the Securities Act with respect to the Common
Stock underlying the Warrants is not effective or a current prospectus is not
available, the registered holder shall not be entitled to exercise such Warrants
unless an exemption from registration is available.  In the event that
during the last 20 business days immediately prior to the Expiration Date both
(i) a registration statement with respect to the Common Stock underlying the
Warrants is not effective or a current prospectus is not available and (ii) the
Exercise Price of the Warrants is less than the price at which the Common Stock
is trading on the NYSE Amex (or if the Common Stock is no longer trading on the
NYSE Amex, such other stock exchange on which the shares of Common Stock
trades), the Exercise Period shall automatically be extended for a period of 20
business days after the date that the Company causes a registration statement
covering the Common Stock underlying the Warrants to be effective and a current
prospectus is made available.  In no event will
the Company be required to “net cash settle” the warrant
exercise.


    
      
         


      

      
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    3.3.4       Valid
Issuance.  All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.

     

    3.3.5       Date of
Issuance.  All shares of Common Stock so issued shall be
registered in the name of the Holder or such other name as shall be designated
in the Exercise Form delivered by the Holder.  Such shares of Common
Stock shall be deemed to have been issued and any person so designated to be
named therein shall be deemed to have become the holder of record of such shares
of Common Stock as of the date of delivery of the Exercise Form to the Warrant
Agent Office duly executed by the Holder thereof and upon the Company’s receipt
of payment of the Exercise Price.

     

    4.            Adjustments.

     

    4.1          Adjustments
Generally.  The Exercise Price, the number of shares of Common
Stock issuable upon exercise of the Warrants and the number of Warrants
outstanding are subject to adjustment from time to time upon the occurrence of
certain events in accordance with the provisions of the applicable Global
Warrant.

     

    4.2          Notices of Changes in
Warrant.  Upon every adjustment of the Exercise Price, the
number of shares of Common Stock issuable upon exercise of the Warrants and the
number of Warrants outstanding, the Company shall give written notice thereof to
the Warrant Agent, which notice shall state the Exercise Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.  Upon the occurrence of any event specified in
the applicable Global Warrant then, in any such event, the Company shall give
written notice to each Holder, at the last address set forth for such Holder in
the Warrant Register, of the record date or the effective date of the
event.  Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

     

    4.3          No Fractional
Shares.  Notwithstanding any provision contained in
this  Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants.  If, by reason of any
adjustment made pursuant to this Section 4, the Holder of any Warrant would be
entitled, upon the exercise of such Warrant, to receive a fractional interest in
a share, the Company shall, upon such exercise, round up or down to the nearest
whole number the number of shares of Common Stock to be issued to the
Holder.


    
      
         


      

      
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    4.4          Form of
Warrant.  The form of Global Warrant need not be changed
because of any adjustment pursuant to this Section 4.  However, the
Company may, at any time, in its sole discretion, make any change in the form of
Global Warrant that the Company may deem appropriate and that does not affect
the substance thereof.

     

    5.            Transfer and Exchange of
Warrants.

     

    5.1          Exchange and
Transfer.

     

    5.1.1       The
Warrant Agent shall keep, at the Warrant Agent Office, books in which, subject
to such reasonable regulations as it may prescribe, it shall register Warrants
and exchanges and transfers of outstanding Warrants upon request to exchange or
transfer such Warrants, provided, that the Warrant Agent shall have received a
written instruction of transfer or exchange in form satisfactory to the
Warrant Agent, duly executed by the Holder thereof or by  his duly
authorized agent or attorney,  providing all information required to
be delivered hereunder,  such signature to be guaranteed by an eligible
guarantor institution to the extent required by the Warrant Agent or the
Depository.  Upon any such registration of transfer, a Warrant
Statement shall be issued to the transferee.

     

    5.1.2       No
service charge shall be made for any exchange or registration of transfer of
Warrants; however, the Warrant Agent and/or the Company may require payment of a
sum sufficient to cover any stamp or other tax or other charge that may be
imposed in connection with any such exchange or registration of
transfer.  Neither the Warrant Agent nor the Company shall be required
to pay any stamp or other tax or other charge required to be paid in connection
with such transfer, and neither the Warrant Agent nor the Company shall be
required to issue or deliver any Warrant Share until it has been established to
the Company's and the Warrant Agent's satisfaction that such tax or other charge
has been paid or that no such tax or other charge is due.

     

    5.1.3       The
Warrant Agent shall not effect any exchange or registration of transfer which
will result in the issuance of a Warrant evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant.

     

    5.1.4       All
Warrants credited to a Holder's or transferee's  account upon any
exchange or transfer of Warrants in accordance with the provisions of this
Agreement shall be the valid obligations of the Company evidencing the same
obligations, and entitled to the same benefits under this Agreement, as the
Warrants that were so exchanged or transferred. 

     

    5.2          Treatment of Holders of
Warrants.  Each Holder of Warrants, by accepting the same,
consents and agrees with the Company, the Warrant Agent and every subsequent
Holder of such Warrants that until the transfer of such Warrants is registered
on the books of such Warrant Agent, the Company and the Warrant Agent may treat
the registered Holder of such Warrants as the absolute owner thereof for any
purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary
notwithstanding.


    
      
         


      

      
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    5.3          Restrictions on
Transfers.  Notwithstanding anything in this Agreement to the
contrary, in no event may any Holder transfer any Warrant Shares until after the
first annual anniversary of the date of issuance of the applicable Global
Warrant.

    


    5.4          Cancellation of Global
Warrant.  Promptly following the Expiration Date or at such
earlier time that there are no longer outstanding any Warrants, the applicable
Global Warrant shall be cancelled or destroyed and the Warrant Agent shall
deliver a certificate of such cancellation or destruction to the
Company.

     

    6.           
Redemption.  The
Warrants may be redeemed, at the option of the Company, in accordance with the
provisions of the applicable Global Warrant.

     

    7.            Other Provisions Relating to
Rights of Holders of Warrants.

     

    7.1          No Rights as
Stockholder.  No Warrant shall, and nothing contained in this
Agreement, in the Global Warrants or in the Warrant Statement shall be construed
to, entitle the Holder or any beneficial owner thereof to any of the rights of a
holder or beneficial owner of Warrant Shares, including, without limitation, the
right to vote or to consent or to receive notice as a stockholder in respect of
any meeting of stockholders for the election of directors of the Company or any
other matter, to receive dividends on Warrant Shares or any rights whatsoever as
stockholders of the Company, until such Warrant is duly exercised in accordance
with this Agreement and such Holder is issued the Warrant Shares to which it is
entitled in connection therewith.

     

    7.2          Reservation of Common
Stock.  The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Agreement.

     

    7.3          Registration of Common
Stock.  The Company included the shares of Common Stock
underlying the Warrants in the registration statement on Form S-4 that was filed
with the Securities and Exchange Commission in connection with the Merger (the
"Registration Statement").  The Company will use its commercially
reasonable efforts to maintain the effectiveness of such Registration Statement
or file and maintain the effectiveness of another registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants at
any time that both (a) the Warrants are exercisable and (b) the Exercise Price
of the Warrants is less than 105% of the price at which the Common Stock is
trading on the NYSE Amex (or if the Common Stock is no longer trading on the
NYSE Amex, such other stock exchange on which the shares of Common Stock
trades). In no event will any Holder of a Warrant be entitled to receive a “net
cash settlement” in lieu of physical settlement in shares of Common Stock
regardless of whether the Company complies with this Section 7.3.

     

    7.4          Limitation on Monetary
Damages. In no event shall the Holder of a Warrant be entitled to receive
monetary damages for failure to settle any Warrant exercise if the Common Stock
issuable upon exercise of the Warrants has not been registered with the SEC
pursuant to an effective registration statement or if a current prospectus is
not available for delivery by the Warrant Agent, provided the Company has
fulfilled its obligations under Section 7.3 to use its commercially reasonable
efforts to effect the registration under the Securities Act of the Common Stock
issuable upon exercise of the Warrants. The foregoing limitation on damages
shall not apply to an exercise in connection with a Redemption.


    
      
         


      

      
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    8.           
Concerning the Warrant
Agent and Other Matters.

     

    8.1         Payment of
Taxes.  The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

     

    8.2         Resignation, Consolidation,
or Merger of Warrant Agent.

     

    8.2.1       Appointment of Successor
Warrant Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company and to each Holder. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant
Agent.  If the Company shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such resignation or
incapacity by the Warrant Agent or by any Holder of a Warrant, then the Holder
of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the
Company’s cost.  Any successor Warrant Agent, whether appointed by the
Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority.  After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.

     

    8.2.2       Notice of Successor Warrant
Agent.  In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to each Holder, the predecessor
Warrant Agent and the transfer agent for the Common Stock not later than the
effective date of any such appointment.

     

    8.2.3       Merger or Consolidation of
Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further
act.


    
      
         


      

      
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    8.3         Fees and Expenses of Warrant
Agent.

     

    8.3.1       Remuneration.  The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.

     

    8.3.2       Further
Assurances.  The Company agrees to perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.

     

    8.4         Liability of Warrant
Agent.

     

    8.4.1       Reliance on Company
Statement.  Whenever in the performance of its duties under
this Agreement the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the General
Counsel, President or Chairman of the Board of the Company and delivered to the
Warrant Agent.  The Warrant Agent may rely upon such statement for any
action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.

     

    8.4.2       Indemnity.  The
Warrant Agent shall be liable hereunder only for its own gross negligence,
willful misconduct or bad faith.  The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct or bad faith.

     

    8.4.3       Exclusions.  The
Warrant Agent shall have no responsibility with respect to the validity of this
Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant or
as to whether any shares of Common Stock will when issued be valid and fully
paid and nonassessable.

     

    8.5         Acceptance of
Agency.  The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and, among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of Common Stock through the exercise of Warrants.


    
      
         


      

      
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    9.           Miscellaneous
Provisions.

     

    9.1         Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.

     

    9.2         Notices.  Any
notice, statement or demand authorized by this Agreement to be given or made by
the Warrant Agent or by the holder of any Warrant to or on the Company shall be
delivered by hand or sent by registered or certified mail or overnight courier
service, addressed (until another address is filed in writing by the Company
with the Warrant Agent) as follows:

     

    NeoStem,
Inc.

    420
Lexington Avenue, Suite 450

    New York,
New York 10170

    Attention:  General
Counsel


     

    Any
notice, statement or demand authorized by this Agreement to be given or made by
the holder of any Warrant or by the Company to or on the Warrant Agent shall be
delivered by hand or sent by registered or certified mail or overnight courier
service, addressed (until another address is filed in writing by the Company
with the Warrant Agent) as follows:

     

    Continental
Stock Transfer & Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:   Compliance
Department

     

    with a
copy in each case to:

     

    Lowenstein
Sandler PC

    65
Livingston Avenue

    Roseland,
NJ 07068

    Telephone:
973-597-2564

    Facsimile:  973-597-2565

    Attention:
Alan Wovsaniker, Esq.

    


    Any
notice, sent pursuant to this Agreement shall be effective, if delivered by
hand, upon receipt thereof by the party to whom it is addressed, if sent by
overnight courier, on the next business day of the delivery to the courier, and
if sent by registered or certified mail on the third day after registration or
certification thereof.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    9.3          Notices to Holders of
Warrants.  Any notice to Holders of Warrants which by any
provisions of this Warrant Agreement is required or permitted to be given shall
be given by first class mail prepaid at such Holder's address as it appears on
the books of the Warrant Agent.

     

    9.4          Applicable
Law.  The validity, interpretation and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that
would result in the application of the substantive laws of another
jurisdiction.  The Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient
forum.  Any such process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof.  Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or
claim.

     

    9.5          Persons Having Rights under
this Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants, any right,
remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof.  All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the registered holders of the
Warrants.

     

    9.6          Examination of the Warrant
Agreement.  A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the Holder of any
Warrant.  The Warrant Agent may require any such Holder to submit his,
her or its Warrant Statements for inspection by it.

     

    9.7          Counterparts.  This
Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

     

    9.8          Effect of
Headings.  The section headings herein are for convenience only
and are not part of this Agreement and shall not affect the interpretation
thereof.

     

    9.9          Amendments.  This
Agreement may be amended by the parties hereto without the consent of any Holder
for the purpose of curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as
the parties may deem necessary or desirable and provided such amendment shall
not adversely affect the interest of the Holders.  All other
modifications, adjustments or amendments of this Agreement, shall require the
written consent of the registered holders of a majority of the then outstanding
Warrants provided that no amendment to the Global Warrant shall be effective to
charge any Holder who has not consented thereto.  The Warrant Agent
may request from either the Company or the Holders an opinion of counsel with
respect to the validity of any amendment as a condition to its exercise of any
amendment.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    9.10        Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.

     

    [Signature
page follows]


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the day and year first above written.

     

    
      
        	 
      	
                NEOSTEM,
      INC.

              
	 
      	 
      
	 
      	
                By: 

              	
                /s/ Robin L. Smith

              
	 
      	
                Name:  Robin
      L. Smith

              
	 
      	
                Title:  CEO

              
	 
      	 
      
	 
      	
                CONTINENTAL
      STOCK TRANSFER &

                TRUST
      COMPANY

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ John W. Comer, Jr.

              
	 
      	
                Name:  John
      W. Comer, Jr.

              
	 
      	
                Title:  Vice
      President

              


      

    

     

    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM OF
GLOBAL WARRANT CERTIFICATE FOR $3.00 WARRANTS


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    [FORM OF
GLOBAL WARRANT CERTIFICATE FOR $3.00 WARRANTS]

     

    EXERCISABLE
ONLY IF AUTHENTICATED BY THE

    WARRANT
AGENT AS PROVIDED HEREIN

     

    VOID
AFTER THE CLOSE OF BUSINESS ON JANUARY 18, 2018

     

    NEOSTEM,
INC.

     

    Global
Warrant Certificate representing

    Warrants
to purchase 1,000,000 shares of common stock, par value $0.001 per
share

    as
described herein

     

    
      
        

      

       

    

    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.

     

    Each
$3.00 Warrant (each a "Warrant") represented hereby, entitles the holder to
purchase one share (the "Warrant Share") of common
stock, $.001 par value (the “Common Stock”) of NeoStem,
Inc., a Delaware corporation, (the "Corporation") for the benefit
of certain Holders (as defined in the Warrant Agreement) of such Warrants on the
following terms.  This Global Warrant Certificate represents the
number of outstanding Warrants from time to time endorsed hereon and the number
of outstanding Warrants represented hereby may from time to time be reduced or
increased, as appropriate to reflect exchanges, redemptions, exercises and other
similar transactions.  This Global Warrant Certificate is issued under
and in accordance with the Warrant Agreement, and is subject to the terms and
provisions contained therein, all of which terms and provisions the Holders
consent to by acceptance of their book-entry interests in the Global Warrant
Certificate.  Copies of the Warrant Agreement are on file at the
Corporation's headquarters.  In the event of any conflict or
inconsistency between this Global Warrant Certificate and the Warrant Agreement,
this Global Warrant Certificate shall control.  Capitalized terms used
and not otherwise defined herein shall have the meanings set forth in that
certain Warrant Agreement dated as of January 19, 2011 by and between the
Corporation and Continental Stock Transfer & Trust Company (as such
agreement may be amended from time to time, the “Warrant
Agreement”).

     

    1.          
Exercise
Period.  The Warrants shall vest in full and become exercisable
on January 19, 2011 (the “Vesting Date”) and,
notwithstanding anything to the contrary contained herein, shall expire at 5:00
p.m. (Eastern Time) on January 18, 2018 (the “Termination
Date”).


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    2.           Exercise of
Warrants.  Each Holder may, at any time on or after the Vesting
Date and prior to the Termination Date, exercise his, her or its Warrant in
whole or in part at an exercise price per share equal to $3.00  per
share, subject to adjustment as provided herein (the “Exercise Price”), by the
delivery of the Warrant Exercise Form annexed hereto duly completed and executed
to the Warrant Agent at the Warrant Agent Office 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 certified check or
wire transfer for each share of Common Stock being purchased.  Upon
any partial exercise of a Warrant, the Warrant Agent shall make an appropriate
adjustment to the account of the Holder to reflect a number of warrants for the
account of the Holder equal (without giving effect to any adjustment thereof) to
the number of shares called for by such Holder's Warrants prior to such
exercise, minus the number of shares designated by the Holder upon such
exercise.  In the event of the exercise of the rights represented by
any 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 such
Warrant shall have been so exercised.

     

    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 all
outstanding Warrants represented by this Global Warrant Certificate, 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; No
Rights to Net Cash Settled.  No Warrant shall entitle the
holder hereof to any voting rights or other rights as a stockholder of the
Corporation.  In no event may any Warrant be net cash
settled.

     

    5.           Transferability of Warrant
and Underlying Shares.  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 Corporation by the Holder in person or by
duly authorized attorney in accordance with the provisions of the Warrant
Agreement and upon delivery of the Assignment Form annexed hereto properly
endorsed for transfer.  The Corporation or the Warrant Agent shall be
entitled to require, as a condition of any such transfer, that the Holder and
the transferee execute or provide such documents and make such representations
and warranties as the Corporation or the Warrant Agent may deem appropriate to
evidence compliance with applicable law or otherwise.  None of the
Warrant Shares, if issued, may be transferred by the Holder until after the date
that is one year after the date of issuance of this Warrant.

     

    6.           Certain
Adjustments.  With respect to any rights that any Holder has to
exercise any 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 each 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 each Warrant would have been entitled in such merger or consolidation if each
Warrant had been exercised immediately before such transaction.  In
any such case, appropriate adjustment shall be made in the application of the
provisions of each Warrant with respect to the rights and interests of the
holder hereof as the holder of each 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 each Warrant exist into the same or
a different number of securities of any other class or classes, each 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 each Warrant
immediately prior to such subdivision, combination, reclassification or other
change.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


    (c)          Split or Combination of
Common Stock and Stock Dividend.  In case the Corporation shall
at any time subdivide, redivide, recapitalize, split (forward) 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 of a reverse stock
split or 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.           Compliance with Securities
Laws; Legend
and Stop Transfer Orders.  Unless the Warrant Shares are
subject to an effective registration statement under the Securities Act, upon
exercise of any part of any Warrant represented hereby, (i) the Corporation
shall be entitled to require that the Holder make such representations and
warranties as may be reasonably required by the Corporation to assure that the
issuance of Warrant Shares is exempt from the registration requirements of
applicable securities laws and (ii) 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.

     

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

     

    (a)          Each
Warrant may be redeemed, at the option of the Corporation, in whole and not in
part, at a redemption price of $.0001 per Warrant (the “Redemption Price”),
provided 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 $5.00 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 Corporation desires to exercise its right to redeem each Warrant, it
shall mail a notice (the “Redemption Notice”)
to the registered holder of each Warrant by first class mail, postage prepaid,
at least fourteen (14) business days prior to the date fixed by the Corporation
for redemption of the Warrants (the “Redemption
Date”).

     

    (c
)         The Redemption Notice
shall specify (i) the Redemption Price, (ii) the Redemption Date, (iii) the
redemption price payable, and (iv) that the right to exercise each 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 Corporation that the Redemption Notice has been
mailed shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    


    (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 each Warrant shall have no further rights except
to receive the Redemption Price.

     

    (e)          From
and after the Redemption Date, the Corporation shall, at the place specified in
the Redemption Notice, upon presentation and surrender to the Corporation by or
on behalf of the holder thereof the warrant certificates evidencing each 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 each Warrant.
From and after the Redemption Date, each Warrant shall expire and become void
and all rights hereunder, except the right to receive payment of the Redemption
Price, shall cease.

     

    9.           Miscellaneous.  This
Global Warrant Certificate and each Warrant represented hereby shall be governed
by and construed in accordance with the laws of the State of New
York.  All the covenants and provisions of this Global Warrant
Certificate and each 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 Global Warrant Certificate shall be
construed to give to any person or corporation other than the Corporation and
the holder of each Warrant represented hereby any legal or equitable right,
remedy, or claim under this Global Warrant Certificate and each Warrant
represented hereby.  This Global Warrant Certificate and each Warrant
represented hereby 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 Global Warrant Certificate and shall
not affect the interpretation hereof.

     

    10.          Validity.  This
Global Warrant Certificate shall not be valid or obligatory for any purpose
until authenticated by the Warrant Agent.

     

    
      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by its
duly authorized officer, this ______ day of January 2011.

     

    
      
        
          	 
      	
                  NEOSTEM,
      INC.

                
	 
      	
                    

                
	 
      	
                  Robin
      L. Smith

                
	 
      	
                  Chairman
      & Chief Executive
Officer

                


        

      

    

    


    Certificate
of Authentication

    


    This is
the Global Warrant Certificate for the $3.00 Warrants referred to in the
within-mentioned Warrant Agreement.

    


    
      
        	
                CONTINENTAL
      STOCK TRANSFER

              	 
      
	
                &
      TRUST COMPANY, As Warrant Agent

              	 
      
	 
      	 
      
	
                By: 

              	
                  

              	 
      
	 
      	
                Authorized
      Signature

              	 
      


      

    


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    


    [TO BE
ATTACHED TO GLOBAL WARRANT CERTIFICATE]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL WARRANT CERTIFICATE

     

    $3.00
WARRANT

     

    The
following increases or decreases in this Global Warrant have been
made:

     

    
      
        	
                Date

              	
                  

              	
                Amount
      of decrease in the number of Warrants represented by this Global
      Warrant

              	
                  

              	
                Amount
      of increase in number of Warrants represented by this Global
      Warrant

              	
                  

              	
                Number
      of Warrants represented by this Global Security following such decrease or
      increase

              	
                  

              	
                Signature
      of authorized officer of the
Depositary

              


      

    

     

    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    

     

     

    FORM
OF EXERCISE FORM

     

    To
Be Executed by the Holder in Order to Exercise $3.00 Warrant

     

    
      	
               
      

            	
              The
      undersigned hereby irrevocably elects to exercise the right, represented
      by the book-entry Warrant(s), to purchase ____________ shares of the
      Common Stock of NeoStem, Inc. (the "Warrant Shares")
      and  undersigned herewith makes payment of the full purchase
      price for such shares at the price per share provided for in such Warrant
      in accordance with the terms of the Warrant Agreement.  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:

                    
	 	 
	 
      	 
      
	 
      	 
      


            

          

        

      

    

    


    This
Warrant may be exercised by delivering the Exercise Form to Continental Stock
Transfer & Trust Company at the following addresses:

    


    
      	
              By
      mail at

            	
              Continental
      Stock Transfer & Trust Company

            


    

    17
Battery Place

    New York,
New York 10004

    Attn:    [_______________]


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    [FORM OF
ASSIGNMENT]

    


    (TO BE
EXECUTED TO TRANSFER THE WARRANT)

    


    For value
received, ______________________________ hereby sells, assigns and transfers
unto the Assignee(s) named below the rights represented by such number of $3.00
Warrants listed opposite the respective name(s) of the Assignee(s) named below
and all other rights of the Holder with respect to such Warrants, and does
hereby irrevocably constitute and appoint _____________________________
attorney, to transfer said Warrant on the books of the Depositary and/or the
Warrant Agent with respect to the number of Warrants set forth below, with full
power of substitution:

    


    
      
        
          
            
              
                	
                        Name(s)
      of

                        Assignee(s)

                      	 	
                        Address

                      	 	
                        No. of Warrants

                      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


              

            

          

        

      

    

    


    
      
        
          	
                  Dated:

                	 
      	 
      


        

      

    

    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  Signature

                
	 
      	
                  (Signed
      exactly as name appears in the

                
	 
      	
                  records
      of the Depositary)

                


        

      

    

    


    
      
        
          	
                  Signature
      Guarantee:

                
	 
      
	 
      
	 
      	 
      


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    FORM OF
GLOBAL WARRANT CERTIFICATE FOR $5.00 WARRANTS


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    


    [FORM OF
GLOBAL WARRANT CERTIFICATE FOR $5.00 WARRANTS]

     

    EXERCISABLE
ONLY IF AUTHENTICATED BY THE

    WARRANT
AGENT AS PROVIDED HEREIN

     

    VOID
AFTER THE CLOSE OF BUSINESS ON JANUARY 18, 2018

     

    NEOSTEM,
INC.

     

    Global
Warrant Certificate representing

    Warrants
to purchase 1,000,000 shares of common stock, par value $0.001 per
share

    as
described herein

     

      
        

      

    

     

    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.

     

    Each
$5.00 Warrant (each a "Warrant") represented hereby,
entitles the holder to purchase one share (the "Warrant Share") of common
stock, $.001 par value (the “Common Stock”) of NeoStem,
Inc., a Delaware corporation, (the "Corporation") for the benefit
of certain Holders (as defined in the Warrant Agreement) of such Warrants on the
following terms.  This Global Warrant Certificate represents the
number of outstanding Warrants from time to time endorsed hereon and the number
of outstanding Warrants represented hereby may from time to time be reduced or
increased, as appropriate to reflect exchanges, redemptions, exercises and other
similar transactions.  This Global Warrant Certificate is issued under
and in accordance with the Warrant Agreement, and is subject to the terms and
provisions contained therein, all of which terms and provisions the Holders
consent to by acceptance of their book-entry interests in the Global Warrant
Certificate.  Copies of the Warrant Agreement are on file at the
Corporation's headquarters.  In the event of any conflict or
inconsistency between this Global Warrant Certificate and the Warrant Agreement,
this Global Warrant Certificate shall control.  Capitalized terms used
and not otherwise defined herein shall have the meanings set forth in that
certain Warrant Agreement dated as of January 19, 2011 by and between the
Corporation and Continental Stock Transfer & Trust Company (as such
agreement may be amended from time to time, the “Warrant
Agreement”).

     

    1.           Exercise
Period.  The Warrants shall vest in full and become exercisable
on January 19, 2011 (the “Vesting Date”) and,
notwithstanding anything to the contrary contained herein, shall expire at 5:00
p.m. (Eastern Time) on January 18, 2018 (the “Termination
Date”).


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    


    2.           Exercise of
Warrant.   Each Holder may, at any time on or after the
Vesting Date and prior to the Termination Date, exercise his, her or its Warrant
in whole or in part at an exercise price per share equal to $5.00  per
share, subject to adjustment as provided herein (the “Exercise Price”), by the
delivery of the Warrant Exercise Form annexed hereto duly completed and executed
to the Warrant Agent at the Warrant Agent Office 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 certified check or
wire transfer for each share of Common Stock being purchased.  Upon
any partial exercise of a Warrant, the Warrant Agent shall make an appropriate
adjustment to the account of the Holder to reflect a number of warrants for the
account of the Holder equal (without giving effect to any adjustment thereof) to
the number of shares called for by such Holder's Warrants prior to such
exercise, minus the number of shares designated by the Holder upon such
exercise.  In the event of the exercise of the rights represented by
any 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 such
Warrant shall have been so exercised.

     

    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 all
outstanding Warrants represented by this Global Warrant Certificate, 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; No
Rights to Net Cash Settled.  No Warrant shall entitle the
holder hereof to any voting rights or other rights as a stockholder of the
Corporation.  In no event may any Warrant be net cash
settled.

     

    5.           Transferability of Warrant
and Underlying Shares.  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 Corporation by the Holder in person or by
duly authorized attorney in accordance with the provisions of the Warrant
Agreement and upon delivery of the Assignment Form annexed hereto properly
endorsed for transfer.  The Corporation or the Warrant Agent shall be
entitled to require, as a condition of any such transfer, that the Holder and
the transferee execute or provide such documents and make such representations
and warranties as the Corporation or the Warrant Agent may deem appropriate to
evidence compliance with applicable law or otherwise.  None of the
Warrant Shares, if issued, may be transferred by the Holder until after the date
that is one year after the date of issuance of this Warrant.

     

    6.           Certain
Adjustments.  With respect to any rights that any Holder has to
exercise any 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 each 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 each Warrant would have been entitled in such merger or consolidation if each
Warrant had been exercised immediately before such transaction.  In
any such case, appropriate adjustment shall be made in the application of the
provisions of each Warrant with respect to the rights and interests of the
holder hereof as the holder of each 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 each Warrant exist into the same or
a different number of securities of any other class or classes, each 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 each Warrant
immediately prior to such subdivision, combination, reclassification or other
change.


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    

     

    (c)           Split or Combination of
Common Stock and Stock Dividend.  In case the Corporation shall
at any time subdivide, redivide, recapitalize, split (forward) 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 of a reverse stock
split or 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.           Compliance with Securities
Laws; Legend
and Stop Transfer Orders.  Unless the Warrant Shares are
subject to an effective registration statement under the Securities Act, upon
exercise of any part of any Warrant represented hereby, (i) the Corporation
shall be entitled to require that the Holder make such representations and
warranties as may be reasonably required by the Corporation to assure that the
issuance of Warrant Shares is exempt from the registration requirements of
applicable securities laws and (ii) 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.

     

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

     

    (a)           Each
Warrant may be redeemed, at the option of the Corporation, in whole and not in
part, at a redemption price of $.0001 per Warrant (the “Redemption Price”),
provided 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 $7.00 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 Corporation desires to exercise its right to redeem each Warrant, it
shall mail a notice (the “Redemption Notice”)
to the registered holder of each Warrant by first class mail, postage prepaid,
at least fourteen (14) business days prior to the date fixed by the Corporation
for redemption of the Warrants (the “Redemption
Date”).

     

    (c
)          The Redemption
Notice shall specify (i) the Redemption Price, (ii) the Redemption Date, (iii)
the redemption price payable, and (iv) that the right to exercise each 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 Corporation that the Redemption Notice has been
mailed shall, in the absence of fraud, be prima facie evidence of the
facts stated therein.


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    

     

    (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 each Warrant shall have no further rights except
to receive the Redemption Price.

     

    (e)           From
and after the Redemption Date, the Corporation shall, at the place specified in
the Redemption Notice, upon presentation and surrender to the Corporation by or
on behalf of the holder thereof the warrant certificates evidencing each 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 each Warrant.
From and after the Redemption Date, each Warrant shall expire and become void
and all rights hereunder, except the right to receive payment of the Redemption
Price, shall cease.

     

    9.           Miscellaneous.  Miscellaneous.  This
Global Warrant Certificate and each Warrant represented hereby shall be governed
by and construed in accordance with the laws of the State of New
York.  All the covenants and provisions of this Global Warrant
Certificate and each 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 Global Warrant Certificate shall be
construed to give to any person or corporation other than the Corporation and
the holder of each Warrant represented hereby any legal or equitable right,
remedy, or claim under this Global Warrant Certificate and each Warrant
represented hereby.  This Global Warrant Certificate and each Warrant
represented hereby 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 Global Warrant Certificate and shall
not affect the interpretation hereof.

     

    10.         Validity.  This
Global Warrant Certificate shall not be valid or obligatory for any purpose
until authenticated by the Warrant Agent.


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Corporation has caused this $5.00 Warrant to be executed by
its duly authorized officer, this ______ day of January, 2011.

     

    
      
        
          
            	 
      	
                    NEOSTEM,
      INC.

                  
	 	 
	 
      	 
      
	 
      	
                    Robin
      L. Smith

                  
	 
      	
                    Chairman
      & Chief Executive
Officer

                  


          

        

      

    

    


    Certificate
of Authentication

    


    This is
the Global Warrant Certificate for the $5.00 Warrant referred to in the
within-mentioned Warrant Agreement.

    


    CONTINENTAL
STOCK TRANSFER

    &
TRUST COMPANY, As Warrant Agent

    


    
      
        
          	
                  By:

                	 
      	 
      
	 
      	
                  Authorized
      Signature

                


        

      

    


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


    [TO BE
ATTACHED TO GLOBAL WARRANT CERTIFICATE]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL WARRANT CERTIFICATE

     

    $5.00
WARRANTS

     

    The
following increases or decreases in this Global Warrant have been
made:

     

    
      
        	
                Date 

              	
                Amount of decrease

                in the number of

                Warrants

                represented by this

                Global Warrant

              	
                Amount of increase

                in number of

                Warrants

                represented by this

                Global Warrant

              	
                Number of

                Warrants

                represented by this

                Global Security

                following such

                decrease or increase

              	
                Signature of

                authorized officer

                of the Depositary

              


      

    


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    


    FORM
OF EXERCISE FORM

     

    To
Be Executed by the Holder in Order to Exercise $5.00 Warrant

     

    
      	
               
      

            	
              The
      undersigned hereby irrevocably elects to exercise the right, represented
      by the book-entry Warrant(s), to purchase ____________ shares of the
      Common Stock of NeoStem, Inc. (the "Warrant Shares")
      and  undersigned herewith makes payment of the full purchase
      price for such shares at the price per share provided for in such Warrant
      in accordance with the terms of the Warrant Agreement.  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:

                    
	 
      	 
      
	 	 
	 
      	 
      


            

          

        

      

    

    


    This
Warrant may be exercised by delivering the Exercise Form to Continental Stock
Transfer & Trust Company at the following addresses:

    


    
      	
              By
      mail at

            	
              Continental
      Stock Transfer & Trust Company

            


    

    17
Battery Place

    New York,
New York 10004

    Attn:  [_______________]


    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    


    [FORM OF
ASSIGNMENT]

    


    (TO BE
EXECUTED TO TRANSFER THE WARRANT)

    


    For value
received, ______________________________ hereby sells, assigns and transfers
unto the Assignee(s) named below the rights represented by such number of $5.00
Warrants listed opposite the respective name(s) of the Assignee(s) named below
and all other rights of the Holder with respect to such Warrants, and does
hereby irrevocably constitute and appoint _____________________________
attorney, to transfer said Warrant on the books of the Depositary and/or the
Warrant Agent with respect to the number of Warrants set forth below, with full
power of substitution:

    


    
      
        
          	
                  Name(s) of

                  Assignee(s)

                	 
      	
                  Address

                	 
      	
                  No. of Warrants

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    

                	 
      	
                    

                	 
      


        

      

    

    


    
      
        
          	
                  Dated:

                	 
      	 
      


        

      

    

    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  Signature

                
	 
      	
                  (Signed
      exactly as name appears in the

                
	 
      	
                  records
      of the Depositary)

                


        

      

    

    


    
      
        
          	
                  Signature
      Guarantee:

                
	 
      
	 
      
	 
      	 
      


        

      

    


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    FORM OF
GLOBAL WARRANT CERTIFICATE FOR $7.00 WARRANTS


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    


    [FORM OF
GLOBAL WARRANT CERTIFICATE FOR $7.00 WARRANTS]

     

    EXERCISABLE
ONLY IF AUTHENTICATED BY THE

    WARRANT
AGENT AS PROVIDED HEREIN

     

    VOID
AFTER THE CLOSE OF BUSINESS ON JANUARY 18, 2018

     

    NEOSTEM,
INC.

     

    Global
Warrant Certificate representing

    Warrants
to purchase 1,000,000 shares of common stock, par value $0.001 per
share

    as
described herein

     

      
        

      

    

     

    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.

     

    Each
$7.00 Warrant (each a "Warrant") represented hereby,
entitles the holder to purchase one share (the "Warrant Share") of common
stock, $.001 par value (the “Common Stock”) of NeoStem,
Inc., a Delaware corporation, (the "Corporation") for the benefit
of certain Holders (as defined in the Warrant Agreement) of such Warrants on the
following terms.  This Global Warrant Certificate represents the
number of outstanding Warrants from time to time endorsed hereon and the number
of outstanding Warrants represented hereby may from time to time be reduced or
increased, as appropriate to reflect exchanges, redemptions, exercises and other
similar transactions.  This Global Warrant Certificate is issued under
and in accordance with the Warrant Agreement, and is subject to the terms and
provisions contained therein, all of which terms and provisions the Holders
consent to by acceptance of their book-entry interests in the Global Warrant
Certificate.  Copies of the Warrant Agreement are on file at the
Corporation's headquarters.  In the event of any conflict or
inconsistency between this Global Warrant Certificate and the Warrant Agreement,
this Global Warrant Certificate shall control.  Capitalized terms used
and not otherwise defined herein shall have the meanings set forth in that
certain Warrant Agreement dated as of January 19, 2011 by and between the
Corporation and Continental Stock Transfer & Trust Company (as such
agreement may be amended from time to time, the “Warrant
Agreement”).

     

    1.           Exercise
Period.  The Warrants shall vest in full and become exercisable
upon achievement of the $7.00 Warrant Condition set forth in Section 9 below
(the “Vesting Date”)
and, notwithstanding anything to the contrary contained herein, shall expire at
5:00 p.m. (Eastern Time) on January 18, 2018 (the “Termination
Date”).


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    


    2.           Exercise of
Warrants.  Each Holder may, at any time on or after the Vesting
Date and prior to the Termination Date, exercise his, her or its Warrant in
whole or in part at an exercise price per share equal to $7.00  per
share, subject to adjustment as provided herein (the “Exercise Price”), by the
delivery of the Warrant Exercise Form annexed hereto duly completed and executed
to the Warrant Agent at the Warrant Agent Office 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 certified check or
wire transfer for each share of Common Stock being purchased.  Upon
any partial exercise of a Warrant, the Warrant Agent shall make an appropriate
adjustment to the account of the Holder to reflect a number of warrants for the
account of the Holder equal (without giving effect to any adjustment thereof) to
the number of shares called for by such Holder's Warrants prior to such
exercise, minus the number of shares designated by the Holder upon such
exercise.  In the event of the exercise of the rights represented by
any 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 such
Warrant shall have been so exercised.

     

    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 all
outstanding Warrants represented by this Global Warrant Certificate, 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; No
Rights to Net Cash Settled.  No Warrant shall entitle the
holder hereof to any voting rights or other rights as a stockholder of the
Corporation.  In no event may any Warrant be net cash
settled.

     

    5.           Transferability of Warrant
and Underlying Shares.  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 Corporation by the Holder in person or by
duly authorized attorney in accordance with the provisions of the Warrant
Agreement and upon delivery of the Assignment Form annexed hereto properly
endorsed for transfer.  The Corporation or the Warrant Agent shall be
entitled to require, as a condition of any such transfer, that the Holder and
the transferee execute or provide such documents and make such representations
and warranties as the Corporation or the Warrant Agent may deem appropriate to
evidence compliance with applicable law or otherwise.  None of the
Warrant Shares, if issued, may be transferred by the Holder until after the date
that is one year after the date of issuance of this Warrant.

     

    6.           Certain
Adjustments.  With respect to any rights that any Holder has to
exercise any 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 each 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 each Warrant would have been entitled in such merger or consolidation if each
Warrant had been exercised immediately before such transaction.  In
any such case, appropriate adjustment shall be made in the application of the
provisions of each Warrant with respect to the rights and interests of the
holder hereof as the holder of each 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 each Warrant exist into the same or
a different number of securities of any other class or classes, each 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 each Warrant
immediately prior to such subdivision, combination, reclassification or other
change.


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    

     

    (c)           Split or Combination of
Common Stock and Stock Dividend.  In case the Corporation shall
at any time subdivide, redivide, recapitalize, split (forward) 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 of a reverse stock
split or 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.           Compliance with Securities
Laws; Legend
and Stop Transfer Orders.  Unless the Warrant Shares are
subject to an effective registration statement under the Securities Act, upon
exercise of any part of any Warrant represented hereby, (i) the Corporation
shall be entitled to require that the Holder make such representations and
warranties as may be reasonably required by the Corporation to assure that the
issuance of Warrant Shares is exempt from the registration requirements of
applicable securities laws and (ii) 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.

     

     

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

     

    (a)           Each
Warrant may be redeemed, at the option of the Corporation, in whole and not in
part, at a redemption price of $.0001 per Warrant (the “Redemption Price”),
provided 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 $9.00 per
share (taking into account all adjustments) for twenty (20) out of thirty (30)
consecutive trading days.  Notwithstanding the foregoing, the
Corporation may not redeem such Warrant (a) unless it waives (if then
applicable) the last sentence of Section 5 of the Warrant, (b) unless the
issuance of the Warrant Shares is registered or there is an effective resale
registration statement available to the Holders with respect to the Warrant
Shares and (c) unless the $7.00 Warrant Condition has been achieved or the
Corporation waives the $7.00 Warrant Condition concurrently with its provision
of the Redemption Notice (as defined below).

     

    (b)           If
the conditions set forth in Section 8(a) are met,
and the Corporation desires to exercise its right to redeem each Warrant, it
shall mail a notice (the “Redemption Notice”)
to the registered holder of each Warrant by first class mail, postage prepaid,
at least fourteen (14) business days prior to the date fixed by the Corporation
for redemption of the Warrants (the “Redemption
Date”).


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    

     

    (c
)           The
Redemption Notice shall specify (i) the Redemption Price, (ii) the Redemption
Date, (iii) the redemption price payable, and (iv) that the right to exercise
each 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 Corporation 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 each Warrant shall have no further rights except
to receive the Redemption Price.

     

    (e)           From
and after the Redemption Date, the Corporation shall, at the place specified in
the Redemption Notice, upon presentation and surrender to the Corporation by or
on behalf of the holder thereof the warrant certificates evidencing each 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 each Warrant.
From and after the Redemption Date, each Warrant shall expire and become void
and all rights hereunder, except the right to receive payment of the Redemption
Price, shall cease.

     

    9.           $7.00 Warrant
Condition. The $7.00 Warrants will not vest and will not become
exercisable unless the Surviving Company secures, prior to the third annual
anniversary of the Closing Date, one or more material binding commercial
manufacturing contracts with one or more third parties, each on an arm’s length
basis, which commercial manufacturing contracts result in aggregate revenues to
the Surviving Company in excess of $5 million per year over a period of at least
3 years and in the reasonable judgment of the Corporation’s Board of Directors
the manufacturing contracts will be profitable each year during the term of such
contracts in accordance with GAAP (the “$7.00 Warrant
Condition”).   The $7.00 Warrant Condition will be deemed to have
been achieved, and the $7.00 Warrants will vest, upon certification by the
Corporation's Board of Directors that all the elements of the $7.00 Warrant
Condition have been met, which certification shall be provided as soon as
practicable following the presentation by the PCT Representative to the
Corporation's Board of Directors of all appropriate supporting documents and
materials necessary to determine whether each of the elements of the $7.00
Warrant Condition has been met.

     

    10.         Miscellaneous.  This
Global Warrant Certificate and each Warrant represented hereby shall be governed
by and construed in accordance with the laws of the State of New
York.  All the covenants and provisions of this Global Warrant
Certificate and each 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 Global Warrant Certificate shall be
construed to give to any person or corporation other than the Corporation and
the holder of each Warrant represented hereby any legal or equitable right,
remedy, or claim under this Global Warrant Certificate and each Warrant
represented hereby.  This Global Warrant Certificate and each Warrant
represented hereby 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 Global Warrant Certificate and shall
not affect the interpretation hereof.

     

    11.         Validity.  This
Global Warrant Certificate shall not be valid or obligatory for any purpose
until authenticated by the Warrant Agent.


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Corporation has caused this $7.00 Warrant to be executed by
its duly authorized officer, this ______ day of January 2011.

     

    
      
        
          
            
              
                	 
      	
                        NEOSTEM,
      INC.

                      
	 	 
	 
      	 
      
	 
      	
                        Robin
      L. Smith

                      
	 
      	
                        Chairman
      & Chief Executive
Officer

                      


              

            

          

        

      

    

    


    Certificate
of Authentication

    


    This is
the Global Warrant Certificate for the $7.00 Warrants referred to in the
within-mentioned Warrant Agreement.

    


    CONTINENTAL
STOCK TRANSFER

    &
TRUST COMPANY, As Warrant Agent

    


    
      
        
          	
                  By:

                	 
      	 
      
	 
      	
                  Authorized
      Signature

                


        

      

    


    
      
         


      

      
        -37-

        
          

        

      

      
         


      

    


    [TO BE
ATTACHED TO GLOBAL WARRANT CERTIFICATE]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL WARRANT CERTIFICATE

     

    $7.00
WARRAMT

     

    The
following increases or decreases in this Global Warrant have been
made:

     

    
      
        
          	
                  Date 

                	 
      	
                  Amount of decrease

                  in the number of

                  Warrants

                  represented by this

                  Global Warrant

                	 
      	
                  Amount of increase

                  in number of

                  Warrants

                  represented by this

                  Global Warrant

                	 
      	
                  Number of

                  Warrants

                  represented by this

                  Global Security

                  following such

                  decrease or increase

                	 
      	
                  Signature of

                  authorized officer

                  of the Depositary

                	 


        

      

    


    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    


    FORM
OF EXERCISE FORM

     

    To
Be Executed by the Holder in Order to Exercise $7.00 Warrant

     

    
      	
               
      

            	
              The
      undersigned hereby irrevocably elects to exercise the right, represented
      by the book-entry Warrant(s), to purchase ____________ shares of the
      Common Stock of NeoStem, Inc. (the "Warrant Shares") and undersigned
      herewith makes payment of the full purchase price for such shares at the
      price per share provided for in such Warrant in accordance with the terms
      of the Warrant Agreement.  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:

                
	 
      	 
      
	 
      	 
      
	 
      	 
      


        

      

    

    


    This
Warrant may be exercised by delivering the Exercise Form to Continental Stock
Transfer & Trust Corporation at the following addresses:

    


    
      	
              By
      mail at

            	
              Continental
      Stock Transfer & Trust Company

            


    

    17
Battery Place

    New York,
New York 10004

    Attn:  [_______________]


    
      
         


      

      
        -39-

        
          

        

      

      
         


      

    


    [FORM OF
ASSIGNMENT]

    


    (TO BE
EXECUTED TO TRANSFER THE $7.00 WARRANT)

    


    For value
received, ______________________________ hereby sells, assigns and transfers
unto the Assignee(s) named below the rights represented by such number of
Warrants listed opposite the respective name(s) of the Assignee(s) named below
and all other rights of the Holder with respect to such Warrants, and does
hereby irrevocably constitute and appoint _____________________________
attorney, to transfer said Warrant on the books of the Depositary and/or the
Warrant Agent with respect to the number of Warrants set forth below, with full
power of substitution:

    


    
      
        
          
            	
                    Name(s) of

                    Assignee(s)

                  	 
      	
                    Address

                  	 
      	
                    No. of Warrants

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      

                  	 
      	
                      

                  	 
      


          

        

      

    

    


    
      
        
          	
                  Dated:

                	 
      	 
      


        

      

    

    


    
      
        
          	 
      	 
      	 
      
	 
      	
                  Signature

                
	 
      	
                  (Signed
      exactly as name appears in the

                
	 
      	
                  records
      of the Depositary)

                


        

      

    

    


    
      
        
          	
                  Signature
      Guarantee: