Exhibit 4(b)


WARRANT AGREEMENT


THIS AGREEMENT, made as of July __, 2007 between NeoStem, Inc., a Delaware
corporation, with offices at 420 Lexington Avenue, Suite 450, New York, New
York 10170 (“Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, with offices at 17 Battery Place, New York, New York
10004 (“Warrant Agent”).


WHEREAS, the Company is engaged in a public offering (“Public Offering”) of
Units (“Units”), and in connection therewith, has determined to issue and deliver
up to 1,270,000 Units at a price of $_____ per unit [in the range of $5.00 - $5.50 per unit], through Mercer Capital Ltd. (the “Underwriter”)
and other broker/dealers (arranged by the Underwriter) who are members of the
National Association of Securities Dealers (NASD).  Each Unit consists of one share of the
Company’s common stock and one-half a Class A warrant to purchase one-half
share of the Company’s common stock, par value $0.001 per share.


WHEREAS, in connection with the Public Offering, the Company has determined to
issue and deliver up to  635,000
Class A Warrants (“Warrants”); and


WHEREAS, the Warrants will trade only as a part of a Unit for 60 days following
the final closing of the offering unless separate trading is authorized earlier
by the Underwriter.  Each Warrant will
entitle its owner to purchase one share of the Company’s common stock for
$_____ [in the range of $6.00 -
$6.50]; and


WHEREAS,  the Company has filed. on July
___, 2007 with the Securities and Exchange Commission a Registration Statement
on Form SB-2/A, No. 333-142923 as Pre-Effective Amendment No.3 (“Registration
Statement”), for the registration, under the Securities Act of 1933, as amended
(“Act”) of, among other securities, the Warrants and the common stock issuable
upon exercise of the Warrants; and


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,
registration, 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; and


WHEREAS, all acts and things have been done and performed which are necessary
to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding
and legal obligations of the Company, and to authorize the execution and
delivery of this Agreement.


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













 


SECTION 1:
APPOINTMENT OF WARRANT AGENT


1.1           Appointment
of Warrant Agent.  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.


SECTION
2:  WARRANTS


2.1.         Form of Warrant.  Each Warrant shall be issued in
registered form only, shall be in substantially the form of the Warrant
Certificate annexed as Exhibit A
hereto, the provisions of which are incorporated herein and shall be signed by,
or bear the facsimile signature of, the Chairman of the Board or President and
Treasurer or Secretary of the Company and shall bear a facsimile of the Company’s
seal. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the
same effect as if he or she had not ceased to be such at the date of issuance.


2.2.         Effect of Countersignature.  Unless
and until countersigned by the Warrant Agent pursuant to this Agreement, a
Warrant shall be invalid and of no effect and may not be exercised by the
holder thereof.


2.3.         Registration.


2.3.1.      Warrant
Register.  The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration of
transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


2.3.2.      Registered
Holder.  Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register (“registered holder”), as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the Warrant Certificate made by anyone other than the Company
or the Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


2.4.         Detachability of Warrants.  The
securities comprising the Units will not be separately transferable until 60
days after the date hereof unless the Underwriter informs the Company of its
decision to allow earlier separate trading.


SECTION
3:  TERMS AND EXERCISE OF WARRANTS


3.1.         Warrant Price.  Each Warrant shall, when countersigned by the Warrant Agent, entitle the
registered holder thereof, subject to the provisions of such Warrant and of
this Warrant Agreement, to purchase from the Company the number of shares of
Common Stock stated therein, at the price of $_____ per share [in the range of $6.00 - $6.50] (the “Warrant Price”), subject to (i) the adjustments provided in Section 4
hereof, and (ii) subject to
redemption as provided in Section 6 hereof. 
The term “Warrant Price” refers to the price per share at which common
stock may be purchased at the time a Warrant is exercised.


3.2          Duration of Warrants.  A
Warrant may be exercised only during the period (“Exercise Period”) commencing
on the date the Warrants become separately tradable pursuant to Section 2.4 of
this Warrant Agreement and thereafter until 5:00 PM New York time on  _____, 2012 [the date five (5) years after
the effective date of the Public Offering], unless earlier redeemed (“Expiration
Date”).  Except with respect to the right
to receive the Redemption Price (as set forth in Section 6 hereunder),
each Warrant not exercised on or before 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. The
Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date.


3.3.         Exercise of Warrants.


3.3.1.      Payment. 
Subject to the provisions of the Warrant and this Warrant Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant
Agent, or at the office of its successor as Warrant Agent, in the Borough of
Manhattan, City and State of New York, with the subscription form, as set forth
in the Warrant, duly executed, and by paying in full, in lawful money of the United













 


States, in cash, good
certified check or good bank draft payable to the order of the Company, the
Warrant Price for each full share of Common Stock as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Common Stock, and the
issuance of the Common Stock.


3.3.2.      Issuance of
Certificates.  As soon as practicable after the exercise of
any Warrant and the clearance of the funds in payment of the Warrant Price, the
Company shall issue to the registered holder of such Warrant a certificate or
certificates for the number of full shares of Common Stock to which he is
entitled, registered in such name or names as may be directed by him, and if
such Warrant shall not have been exercised in full, a new countersigned Warrant
for the number of shares as to which such Warrant shall not have been
exercised. Notwithstanding the foregoing, the Company shall not be obligated to
deliver any securities pursuant to the exercise of a Warrant unless a
registration statement under the Act with respect to the Common Stock is
effective. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful.


3.3.3.      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.


3.3.4.      Date of
Issuance.  Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which
the stock transfer books are open.


SECTION
4:  ADJUSTMENTS


4.1.         Stock
Dividends—Split-Ups.  If after the date hereof, and subject to the provisions of
Section 4.6 below, the number of outstanding shares of Common Stock is
increased by a stock dividend payable in shares of Common Stock, or by a
split-up of shares of Common Stock, or other similar event, then, on the
effective date of such stock dividend, split-up or similar event, the number of
shares issuable on exercise of each Warrant shall be increased in proportion to
such increase in outstanding shares.


4.2           Aggregation of Shares.  If after the date hereof, and subject to
the provisions of Section 4.6, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares issuable on exercise of
each Warrant shall be decreased in proportion to such decrease in outstanding
shares.


4.3          Adjustments in Exercise Price. 
Whenever the number of shares of Common Stock purchasable upon the
exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


4.4          Replacement
of Securities upon Reorganization, etc.  In
case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or
that solely affects the par value of such shares of Common Stock), or in the
case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety in connection with which
the Company is dissolved, the Warrant holders shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, by a Warrant holder of the number of shares of Common
Stock of the Company obtainable upon exercise of the Warrants
immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 4.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
Section 4.4. The provisions of this Section 4.4 shall similarly apply
to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers.













 


4.5.         Notices of Changes in Warrant.  Upon every
adjustment of the Warrant Price or the number of shares issuable on exercise of
a Warrant, the Company shall give written notice thereof to the Warrant Agent,
which notice shall state the Warrant 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 Sections 4.1, 4.2, or 4.4, then, in
any such event, the Company shall give written notice to the Warrant 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.


4.6.         Fractional Shares.  Notwithstanding any provision contained
in this Warrant Agreement to the contrary, the Company shall retain the option
not to 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 may, upon such exercise, either deliver
fractional shares of Common Stock to be issued to the Warrant holder, or round
to the nearest whole share, or pay the fractional share in cash at the market
price at the close of business on the date the Warrant is exercised.


4.7.         Form of Warrant.  The form of Warrant need not be
changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same
number of shares as is stated in the Warrants initially issued pursuant to this
Agreement. However, the Company may at any time in its sole discretion make any
change in the form of Warrant that the Company may deem appropriate and that
does not affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant
or otherwise, may be in the form as so changed.


SECTION
5:  TRANSFER AND EXCHANGE OF WARRANTS


5.1           Registration of Transfer.  The Warrant Agent shall register
the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by
the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant
Agent to the Company from time to time upon request.


5.2.         Procedure for Surrender of
Warrants.  Warrants
may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the registered holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants;
provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and
issue new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


5.3.         Fractional Warrants.  The Warrant Agent shall issue nor be
required to effect any registration of transfer or exchange which will result
in the issuance of a warrant certificate for a fraction of a warrant.


5.4.         Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


5.5.         Warrant Execution and Countersignature.  The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company, whenever required by the Warrant Agent,
will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.


SECTION
6:  REDEMPTION


6.1.         Redemption.  Subject to Section 6.4 hereof, all or
any part of the outstanding Warrants may be redeemed , at the option of the
Company, at any time after they become exercisable and prior to their
expiration, at the office of the Warrant Agent, upon the notice referred to in
Section 6.2, at the price of $.001 per Warrant (“Redemption Price”), provided
that the Company’s stock closes at a price equal to or exceeding $________ [in the range of $8.00 - $8.50] for 20 consecutive trading days on its
principal trading market.













 


6.2.         Date Fixed for, and Notice of,
Redemption.  In the event the Company shall elect to redeem
all of the Warrants, the Company shall fix a date for the redemption. Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the date fixed for redemption to the
registered holders of the Warrants to be redeemed at their last addresses as
they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the registered holder received such notice.


6.3.         Exercise After Notice of
Redemption.  The
Warrants may be exercised in accordance with Section 3 of this Agreement
at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2. hereof and prior to the time and date fixed for
redemption, which time shall be 5:00 PM New York time. On and after the
redemption date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.


SECTION 7.         OTHER PROVISIONS RELATING TO RIGHTS OF
WARRANT HOLDERS


7.1.         No Rights as Stockholder.    A Warrant does not entitle
the registered holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or
the election of directors of the Company or any other matter.


7.2.         Lost, Stolen, Mutilated, or Destroyed
Warrants.    If
any Warrant is lost, stolen, mutilated, or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in
their discretion impose (which may include a surety bond and shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of
like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


7.3.         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.


SECTION
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. 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 the holder of the Warrant (who shall, with such notice, submit his Warrant
for inspection by the Company), 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. 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 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.


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 Warrant 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 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 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 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 the Company’s Common Stock through the exercise of
Warrants.


SECTION 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 Warrant Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be sufficiently
given or made if sent by certified mail, or private courier service, postage
prepaid, 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

Attn: Catherine Vaczy, Vice President and 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 sufficiently
given or made if sent by certified mail or private courier service, postage
prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company), 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, New Jersey  07068

Attn: Alan Wovsaniker, Esq.


9.3.         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 conflict of laws. 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
inconvenience 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.


9.4.         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
Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof.  All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant
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.


9.5.         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
registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


9.6          Counterparts.  This Agreement may be executed in any
number of 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.


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













 


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


	
  Attest:

  	
  NEOSTEM, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  CONTINENTAL STOCK TRANSFER & TRUST
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


















 


EXHIBIT A


[FORM OF FACE OF
WARRANT CERTIFICATE]


_________ Warrants


VOID AFTER
___________, 2012


WARRANT CERTIFICATE FOR
PURCHASE


OF COMMON STOCK


NEOSTEM, INC.


THIS CERTIFIES THAT, for value received.
__________________________________________ is the registered holder of a
Warrant or Warrants expiring _________, 2012 (the “Warrant”) to purchase one
fully paid and non-assessable share of Common Stock, par value $.001 per share
(“Shares”), of NeoStem, Inc., a Delaware corporation (the “Company”) for each
Warrant evidenced by this Warrant Certificate. 
The Warrant entitles the holder thereof to purchase from the Company
commencing on the date the Warrants become separately tradable pursuant to
Section 2.4 of the Warrant Agreement and thereafter until five (5) years after
the date hereof , such number of shares of the Company at the price of $_____
per share (the “Warrant Price”), upon surrender of this Warrant Certificate and
payment of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company, but only subject to the
conditions set forth herein and in the Warrant Agreement between the Company
and Continental Stock Transfer & Trust Company dated ______, 2007 (the
“Warrant Agreement”). The Warrant Agreement provides that upon the occurrence
of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at
the time the Warrant is exercised.


The
Company is not required to issue any fraction of a Share upon any exercise of a
Warrant. If the holder of a Warrant would be entitled to receive a fraction of
a Share upon any exercise of a Warrant, the Company shall, upon such exercise, either
deliver fractional shares of Common Stock to be issued to the Warrant holder,
or round to the nearest whole share, or pay the fractional share in cash at the
market price at the close of business on the date the Warrant is exercised.


Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or his assignee a new Warrant Certificate covering the number of Shares
for which the Warrant has not been exercised.


Warrant Certificates, when surrendered at the office or agency of the
Warrant Agent by the registered holder hereof in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.


Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any applicable tax or other
governmental charge.


The Company and the Warrant Agent may deem and treat the registered
holder as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, of any distribution to the registered holder, and for
all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.


This Warrant does not entitle the registered holder to any of the rights
of a Stockholder of the Company.


The Company reserves the right to redeem the Warrant, at any time prior
to its exercise, with a notice of redemption in writing to the Warrantholders
of Record, giving 30 days’ notice of such redemption at any time after the
Warrant becomes exercisable if the Company’s common stock closes at a price
equal to or exceeding $______ per share on each of the 20 consecutive trading
days on its principal trading market. The redemption price of the Warrants is
to be $.001 per Warrant. 













Any Warrant either not exercised, or tendered
back to the Company by the end of the date specified in the notice of
redemption, shall be canceled on the books of the Company and have no further
value except for the $.001 redemption price.


 


This
Warrant Certificate shall be governed and construed in accordance with the laws
of the State of New York.


This
Warrant Certificate is not valid unless countersigned by the Warrant Agent.


The
terms and provisions of the Warrant Agreement are hereby incorporated by
reference into this Warrant Certificate.




 
















IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile, by an officer of the Company thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.


	
  Dated: _______-

  	
  NEOSTEM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[seal]


Countersigned:


CONTINENTAL STOCK TRANSFER AND TRUST COMPANY


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 













 


[FORM OF REVERSE OF WARRANT CERTIFICATE]


SUBSCRIPTION FORM


 To Be Executed
by the Registered Holder in Order to Exercise Warrants


The undersigned Registered Holder irrevocably elects to exercise
_____________ Warrants represented by this Warrant Certificate, and to purchase
the shares of Common Stock issuable upon the exercise of such Warrants, and
requests that Certificates for such shares shall be issued in the name of


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER




	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


[please print or type name and address]


and
be delivered to:




	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


[please print or type name and address]


and
if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.


Dated:
______________


	
  

  	
  X 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Taxpayer
  Identification Number

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed

  	
   

  



 













 


ASSIGNMENT


 To Be Executed
by the Registered Holder in Order to Assign Warrants


For Value Received,_________________________________hereby sell, assign,
and transfer unto


PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER




	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


[please print or type name and address]


____________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint ______________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.


	
  Dated:

  	
   

  	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Signature Guaranteed

  



 


THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND
TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
CHICAGO STOCK EXCHANGE.