UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(AMENDMENT NO. 1)



(Mark One)



xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31,
2011

OR



 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ________
to ________



Commission file number: 001-33650



NEOSTEM, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                        |  | 22-2343568         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



|420 Lexington Avenue, Suite 450          |  |           
|---------------------------------------- |  | ----------
|New York, New York                       |  | 10170     
|(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including
area code: (212) 584-4180

Securities Registered Pursuant to Section
12(b) of the Act:



|Title of Each Class                      |  | Name of Each Exchange On Which Registered
|---------------------------------------- |  | -----------------------------------------
|Common Stock, par value $0.001 per share |  | NYSE Amex                                
|Class A Common Stock Purchase Warrants   |  | NYSE Amex                                

Securities registered pursuant to Section
12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ̈Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this Chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):



Large
accelerated filer ̈Accelerated filer ̈Non-accelerated filer ̈Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox



The aggregate market
value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2011 (the last business
day of the most recently completed second fiscal quarter) was approximately $73.5 million, computed by reference to the closing
sales price of $1.48 for the common stock on the NYSE Amex reported for such date. Shares held by executive officers, directors
and persons actually owning directly or indirectly more than 10% of the outstanding common stock have been excluded from the preceding
number because such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.



On
March 12, 2012, 114,348,438 shares of the registrant’s common stock, par value $0.001 per share, were outstanding.



Documents incorporated
by reference: None.











EXPLANATORY NOTE



This Amendment No. 1
on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K for the fiscal year ended December 31,
2011 (the “Annual Report”) of NeoStem, Inc. filed with the Securities and Exchange Commission (the “SEC”)
on March 20, 2012. In this Amendment No. 1, unless the context indicates otherwise, the designations “NeoStem,” the
“Company”, “we,” “us” or “our” refer to NeoStem, Inc.



This
Amendment No. 1 is being filed solely to include the information required by Item 10 — “Directors, Executive Officers
and Corporate Governance”, Item 11 — “Executive Compensation”, Item 12 — “Security Ownership
of Certain Beneficial Owners and Management”, Item 13 — “Certain Relationships and Related Transactions and Director
Independence” and Item 14 — “Principal Accounting Fees and Services” of Part III of Form 10-K. The reference
on the cover page of the Annual Report to the incorporation by reference of portions of our definitive proxy statement into Part
III of the Annual Report is hereby deleted. Items 10, 11, 12, 13
and 14 of Part III of the Annual Report are amended and restated in their entirety as set forth in this Amendment No. 1. In addition,
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, we are including with this Amendment No. 1 certain
currently dated certifications.



Except as described
above, no other amendments are being made to the Annual Report. This Amendment No. 1 does not reflect events occurring after the
March 20, 2012 filing of our Annual Report or modify or update the disclosure contained in the Annual Report in any way other than
as required to reflect the amendments discussed above and reflected below. Accordingly, this Amendment No. 1 should be read in
conjunction with the Annual Report filed on March 20, 2012 and our other filings with the SEC.



i







TABLE OF CONTENTS



|PART III                                                                                                |  |   
|------------------------------------------------------------------------------------------------------- |  | --
|                                                                                                        |  |   
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         |  | 1 
|                                                                                                        |  |   
|ITEM 11. EXECUTIVE COMPENSATION                                                                         |  | 15
|                                                                                                        |  |   
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |  | 24
|                                                                                                        |  |   
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      |  | 27
|                                                                                                        |  |   
|ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         |  | 32
|                                                                                                        |  |   
|PART IV                                                                                                 |  |   
|                                                                                                        |  |   
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                        |  | 34
|                                                                                                        |  |   
|SIGNATURES                                                                                              |  | 35
|                                                                                                        |  |   
|EXHIBIT INDEX                                                                                           |  | 36



ii







PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.



DIRECTORS



The following table
sets forth certain information about the current directors of our Company. Directors are elected to hold office until the next
annual meeting of stockholders and until their successors are elected and qualified. There are no family relationships among any
of our directors and executive officers. For biographical information regarding our directors, see the discussion under “Biographical
Information — Directors,” below.



|Name                         |  | Age |  | Director Since
|---------------------------- |  | --- |  | --------------
|Robin L. Smith, M.D.(1)      |  | 47  |  | 2006          
|Richard Berman               |  | 69  |  | 2006          
|Steven S. Myers              |  | 65  |  | 2006          
|Edward C. Geehr, M.D.        |  | 63  |  | 2009          
|Drew Bernstein               |  | 55  |  | 2009          
|Eric H.C. Wei                |  | 55  |  | 2009          
|Shi Mingsheng(2)             |  | 60  |  | 2010          
|Andrew Pecora, M.D., FACP(3) |  | 54  |  | 2011          
|Martyn D. Greenacre          |  | 70  |  | 2011          



(1)     Since 2006, Dr. Smith has also served as Chief Executive
Officer and Chairman of the Board.



(2)     Additionally, Mr. Shi has served as Chairman of the Board
of Suzhou Erye Pharmaceuticals Company Ltd. (“Erye”) since 2003. Our Company acquired its 51% interest in Erye in 2009.



(3)     Our Company’s acquisition of Progenitor Cell Therapy,
LLC (“PCT”) closed on January 19, 2011 (the “PCT Merger”) pursuant to an Agreement and Plan of Merger dated
September 23, 2010 (the “PCT Merger Agreement”). Since the PCT Merger, Dr. Pecora also serves as Chief Medical Officer
of PCT and since August 17, 2011, as the Company’s Chief Medical Officer. Additionally, he serves as Chief Scientific Officer
of our subsidiary Amorcyte, LLC (“Amorcyte”), which we acquired on October 17, 2011 (the “Amorcyte Merger”)
pursuant to an Agreement and Plan of Merger dated as of July 13, 2011 (the “Amorcyte Merger Agreement”).



1







EXECUTIVE OFFICERS



The following table
sets forth certain information about the current executive officers of our Company.  There are no family relationships among any
of our directors and executive officers. For biographical information regarding our executive officers, see the discussion under
“Biographical Information — Executive Officers,” below.



|Name                                       |  | Age |  | Position                                                                                                  
|------------------------------------------ |  | --- |  | ----------------------------------------------------------------------------------------------------------
|Robin L. Smith, M.D.                       |  | 47  |  | Chief Executive Officer and Chairman of the Board                                                         
|                                           |  |     |  |                                                                                                           
|Andrew L. Pecora, M.D., F.A.C.P.           |  | 54  |  | Chief Medical Officer of NeoStem, Chief Medical Officer of PCT and Chief Scientific Officer of Amorcyte(1)
|                                           |  |     |  |                                                                                                           
|Robert A. Preti, PhD.                      |  | 55  |  | President and Chief Scientific Officer of PCT(2)                                                          
|                                           |  |     |  |                                                                                                           
|Larry A. May                               |  | 62  |  | Vice President and Chief Financial Officer                                                                
|                                           |  |     |  |                                                                                                           
|Catherine M. Vaczy                         |  | 50  |  | Vice President and General Counsel                                                                        
|                                           |  |     |  |                                                                                                           
|Joseph Talamo                              |  | 43  |  | Vice President, Corporate Controller and Chief Accounting Officer                                         
|                                           |  |     |  |                                                                                                           
|Jonathan Sackner-Bernstein, M.D., F.A.C.C. |  | 51  |  | Vice President, Clinical Development and Regulatory Affairs                                               
|                                           |  |     |  |                                                                                                           
|Madam Zhang Jian                           |  | 50  |  | Vice President of Pharmaceutical Operations, NeoStem and General Manager, Erye(3)                         
|                                           |  |     |  |                                                                                                           
|Shi Mingsheng                              |  | 60  |  | Chairman of the Board, Eyre(3)                                                                            



| | (1) | Pursuant to an employment agreement that became effective on January 19, 2011 and an amendment thereto effective on August
17, 2011, Dr. Pecora serves as Chief Medical Officer of NeoStem and PCT. Prior to our acquisition of PCT, Dr. Pecora had served
from 1999 to 2011 as Chairman, Chief Executive Officer and Chief Medical Officer of PCT, and as a member of PCT’s Board of
Managers.  Dr. Pecora serves as Chief Scientific Officer of Amorcyte for no additional consideration.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Pursuant to an employment agreement that became effective on January 19, 2011 (the closing date of the PCT Merger) (the “Preti
Employment Agreement”), Dr. Preti serves as President of PCT. He currently also serves as Chief Scientific Officer of PCT.
Prior to our acquisition of PCT, Dr. Preti had served from 1999 to 2011 as President and Chief Scientific Officer for PCT, and
as a member of PCT’s Board of Managers.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The Company acquired its 51% interest in Erye in the Erye Merger in 2009.
| | --- | -------------------------------------------------------------------------







2











BIOGRAPHICAL INFORMATION



Background on Director Qualifications



We believe that the
Company is best served by having a mix of leadership personnel from our principal stockholder (Mr. Wei from RimAsia), members of
our executive leadership team (Dr. Smith, Dr. Pecora, and Mr. Shi) and industry experts (Dr. Geehr, Dr. Pecora, and Dr. Smith).
Given that we are a growth stage company, we also believe it is important to have directors with experience in finance and strategic
transactions (Messrs. Bernstein, Berman, Myers, Greenacre and Wei). In light of our operations in China, we have historically also
believed it important to have directors with experience working in or managing business operations in China (Messrs. Bernstein,
Shi and Wei). Given the change in our business including our entry into the cell therapy market in January 2011, and our current
attempts to divest a majority of our China operations, it may be appropriate to re-evaluate the mix of backgrounds of our directors
in the future.



All Board members are
expected to possess certain personal characteristics necessary to creating a functional Board: high personal and professional ethics,
integrity and values; practical wisdom and mature judgment; an inquisitive and objective perspective; professional experience at
a policy-making level in business or medicine; time availability for in-person participation at Board and committee meetings; and
a commitment to representing the long-term interests of our stockholders. We look for a range of professional backgrounds including
senior management operational experience, accounting and finance capabilities, deep industry-related experience, business development
leadership, and medical and scientific proficiencies.



Directors



Robin L. Smith, M.D.

Dr. Robin L. Smith joined us as Chairman
of our Advisory Board in September 2005 and, effective June 2, 2006, became the Chief Executive Officer and Chairman of the Board.
Dr. Smith, who received a medical degree from Yale University in 1992 and a master’s degree in business administration from
the Wharton School in 1997, brings to us extensive experience in medical enterprises and business development. From 2000 to 2003,
Dr. Smith served as President & Chief Executive Officer of IP2M, a multi-platform media company specializing in healthcare.
During her term, the company was selected as being one of the ten fastest growing technology companies in Houston. IP2M was sold
to a publicly-traded company in February 2003. Previously, from 1998 to 2000, she was Executive Vice President and Chief Medical
Officer for HealthHelp, Inc., a National Radiology Management company that managed 14 percent of the healthcare dollars spent by
large insurance companies.



Dr. Smith has acted as a senior advisor
to, and investor in, both publicly-traded and privately-held companies including but not limited to China Biopharmaceuticals Holdings,
Inc. (“CBH”), the Madelin Fund, HC Innovations Inc., Navstar Media Holdings, Strike Force, Health Quest, Red Lion Partners
and All American Pet, where she has played a significant role in restructuring and or growing the companies. Dr. Smith served on
the Board of Directors of two privately held companies, Talon Air and Biomega, and also served on the Chemotherapy Foundation Board
of Trustees and The New York Theatre Ballet. She currently serves on the Board of Trustees of the NYU Medical Center Board, is
a member of the Board of Directors for the New York University Hospital for Joint Diseases and serves on the Board of Choose Living.
Dr. Smith is the President and serves on the Board of Trustees of The Stem for Life Foundation. The Board of Directors concluded
that Dr. Smith should continue serving as a director based upon her expertise in business development and medicine, including her
extensive and diversified experience serving in executive and board capacities in medical enterprises and healthcare-based entities,
and her leadership of the Company over the past six years.



3







Richard Berman

Richard Berman joined
our Board of Directors in November 2006, serves as Chairman of the Compensation Committee and until March 2009 and June 2009, respectively,
served as Chairman of the Nominating and Governance Committee and Chairman of the Audit Committee. Mr. Berman continues to serve
as a member of the Audit Committee and the Nominating and Governance Committee. Mr. Berman’s business career spans over thirty-five
years of venture capital, management and merger & acquisitions experience. Mr. Berman is on the board of directors of two additional
public companies: Advaxis, Inc. (OTC: ADXS.OB) and Easylink Services International, Inc. (Nasdaq: ESIC), and until recently was
Chairman of the board of directors of NexMed, Inc. (Nasdaq: NEXM) and Chairman of National Investment Managers, Inc. Mr. Berman
also serves as a Director and/or Officer for six private companies, four in technology and two in finance. Previously, Mr. Berman
worked at Goldman Sachs, and was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout
Departments. Mr. Berman helped create the largest battery company in the world by merging Prestolite, General Battery and Exide
to form Exide Technologies (Nasdaq: XIDE), helped create what is now Soho (NYC) by developing five buildings, and advised on over
$4 billion of M&A transactions. Mr. Berman is a past director of the Stern School of Business of NYU, where he received B.S.
and M.B.A. degrees. Mr. Berman also has United States and foreign law degrees from Boston College and The Hague Academy of International
Law, respectively. The Board of Directors concluded that Mr. Berman should continue serving as a director based upon his financial
and business expertise, including his background in investment banking and mergers and acquisitions, and his extensive and diversified
experience as a director in the public company context.



Steven S. Myers

Steven S. Myers joined
our Board of Directors in November 2006 and serves on the Compensation Committee, Audit Committee and Nominating and Governance
Committee. In March 2009, Mr. Myers became Chairman of the Nominating and Governance Committee. Mr. Myers is the founder, and until
his retirement in March 2007 was the Chairman and CEO, of SM&A (Nasdaq:WINS), the world’s leading provider of Competition
Management Services. SM&A helps businesses win structured competitive procurements and design successful transitions from proposals
to programs. Since 1982, SM&A has managed over 1,000 proposals worth more than $340 billion for its clients. SM&A routinely
supports clients such as Boeing, Lockheed Martin, Accenture, Raytheon, Northrop Grumman, Motorola, and other Fortune 500 companies.
SM&A was publicly traded until 2008.



Mr. Myers graduated
from Stanford University with a B.S. in Mathematics and had a successful career in the aerospace and defense sector supporting
Department of Defense and NASA programs before founding SM&A. He has a strong technical background in systems engineering and
program management. Mr. Myers is also founder, President and CEO of Dolphin Capital Holdings, Inc, which owns, operates and leases
business jet aircraft and does private equity investing in innovative enterprises. A serial entrepreneur, Mr. Myers has spearheaded
a number of business innovations in aerospace & defense and in business aviation. He is a highly accomplished aviator. The
Board of Directors concluded that Mr. Myers should continue serving as a director based upon his technical background and diversified
entrepreneurial and business expertise, including his having established and managed innovative enterprises (in the areas of proposal
development for competitive procurements, aircraft leasing and private equity investment), together with his technical experience
in the aerospace and defense sector.



Edward C. Geehr, M.D.

Dr. Geehr was appointed
to our Board of Directors upon the consummation of the Erye Merger in October 2009, at which time Dr. Geehr also was appointed
to the Board’s Nominating and Governance Committee. Until 2009, Dr. Geehr served as Executive Vice President of Operations
for Abraxis BioScience, a fully integrated biotechnology company developing progressive therapeutics and core technologies for
cancer and other clinical illnesses, where he was responsible for global commercial operations. Prior to joining Abraxis in 2008,
Dr. Geehr served as President of Allez Spine, LLC in 2004, a developer, manufacturer and distributor of medical devices. Dr. Geehr
was a co-founder and executive chairman of IPC — The Hospitalist Company (NasdaqGM: IPCM) through 2001, which became a publicly-traded
company in 2008. Dr. Geehr received his undergraduate degree from Yale University and his medical degree from Duke University.
He trained in Emergency Medicine at UCLA and subsequently obtained Board certification. Dr. Geehr is the author of many scientific
articles and books and held a faculty appointment at the University of California, San Francisco School of Medicine. The Board
of Directors concluded that Dr. Geehr should continue serving as a director based upon his diversified expertise in business and
medicine, including his executive experience in medical-based companies involving large-scale operations, and his medical knowledge
and Board certification (including writing and teaching engagements).



4







Drew Bernstein

Mr. Bernstein was appointed
to our Board of Directors on June 9, 2009. Mr. Bernstein serves as Chairman of the Audit Committee. The Board of Directors has
determined that Mr. Bernstein qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
Mr. Bernstein also serves as a member of our Compensation Committee. Mr. Bernstein co-founded Bernstein & Pinchuk LLP (B&P)
in 1983 (now the managing member of Marcum Bernstein & Pinchuk (MarcumBP), a PCAOB-registered accounting firm headquartered
in New York). His early recognition of the global marketplace and his extensive work in China resulted in the rapid expansion of
the firm’s services to the PRC where he established associate offices to better serve client needs. In addition, his diverse
experience in retail, manufacturing, hospitality, professional practices and real estate contributed to the expansion of the firm’s
client base abroad. He is a frequent speaker at industry, investment banking and university conferences. Mr. Bernstein provides
business advisory and specialized auditing and accounting services to public and non-public companies throughout the United States,
China, Europe and Africa.



Mr. Bernstein has been
responsible for more than 200 real estate transactions with an aggregate value in excess of US$3 billion. He is qualified to perform
accounting and auditing services for public companies and has qualified as an expert witness. He is an active member of the board
of directors and an officer of a prestigious foundation that was honored with the President’s Voluntary Action Award by the
late President Ronald Reagan. Mr. Bernstein received his B.S. degree from the University of Maryland Business School. He is licensed
in the State of New York and other states and is a member of the AICPA, the NYSSCPA and the NSA.



Mr. Bernstein received
his BS degree from the University of Maryland Business School, is licensed in the State of New York, Connecticut, California, Texas
and Maryland and is a member of the AICPA, the NYSSCPA and the NSA. Mr. Bernstein is a director (and the chairman of the audit
committee) for China Wind Systems, Inc. (OTC BB: CWSI.OB), a leading supplier of forged products and industrial equipment to the
windpower and other industries in China, and for Orient Paper, Inc. (AMEX: ONP), a holding company for a producer and distributor
of paper products in China. The Board of Directors concluded that Mr. Bernstein should continue serving as a director based upon
his diversified financial, accounting and business expertise, including his extensive background in accounting and auditing services,
his knowledge of the global marketplace and his extensive work in China.



Eric H.C. Wei

Pursuant to the terms
of the Erye Merger agreement, Eric H.C. Wei was appointed to the NeoStem Board of Directors upon the consummation of the Erye Merger
in October 2009. He previously served as a director of CBH from July 2006 to March 2007. Eric H.C. Wei is one of the founders and
the Managing Partner of RimAsia Capital Partners, L.P. a private equity firm focused on the pan-Asian mid-market sector and a greater-than-5%
stockholder of NeoStem. Prior to establishing RimAsia in January of 2005, Mr. Wei was a managing director of Gilbert Global Equity
Partners, a US$1.2 billion global private equity fund; a founding partner of Crimson Asia Capital Partners, a US$435 million Asian
private equity program; a founder and investment committee member of the US$800 million Asian Infrastructure Fund, and an investor
and director of The Asian MBO Fund. Mr. Wei has also previously been an investment banker with over 10 years of experience at Peregrine
Capital, Prudential Securities, Lazard Freres and Citibank. Mr. Wei received a Bachelor of Science degree in Math and Economics
from Amherst College and a Master of Business Administration degree from the Wharton Graduate School of Management at the University
of Pennsylvania. The Board of Directors concluded that Mr. Wei should continue serving as a director based upon his diversified
financial and business expertise, including his background in investment banking, his extensive experience in managing private
equity funds, and his familiarity with the pan-Asian mid-market sector.



5







Shi Mingsheng

Pursuant to the terms of the Erye Merger
agreement, Shi Mingsheng was appointed to the NeoStem Board of Directors on March 11, 2010. Shi Mingsheng has been serving as chairman
of the board of directors of Suzhou Erye Pharmaceuticals Company Ltd. (“Erye”) (of which entity NeoStem holds a 51%
interest), since 2003. Mr. Shi was a director of CBH (from which NeoStem acquired its interest in Erye), from 2007 to 2009. Currently,
Mr. Shi is also the chairman of Suzhou Erye Economy and Trading Co. Ltd. (“EET”), which entity owns the remaining 49%
ownership interest in Erye. Prior to these affiliations, Mr. Shi served for five years as the assistant director of Suzhou No.
4 Pharmaceutical Limited Company, and for seven years as the deputy director of Suzhou No. 4 Pharmaceutical Limited Company, and
for five years as the factory director of Suzhou No. 2 Pharmaceutical Limited Company, the predecessor company of Erye. Mr. Shi
has a bachelor’s degree in Economics & Management from the Party School of the CPC. Mr. Shi holds a professional title
which is Senior Economist. The Board of Directors concluded that Mr. Shi should continue serving as a director based upon his expertise
in business and economics, including his extensive management experience in the pharmaceutical industry in general and at Erye
in particular.



Andrew L. Pecora, M.D., F.A.C.P.

Andrew L. Pecora, M.D., F.A.C.P. was appointed
to our Board of Directors on December 8, 2011. Dr. Pecora is co-founder and past Chairman and Chief Executive Officer of Progenitor
Cell Therapy, LLC (“PCT”), which is a subsidiary of the Company. Dr. Pecora has served as NeoStem’s Chief Medical
Officer since August 17, 2011 and as PCT’s Chief Medical Officer since January 19, 2011 following the Company’s acquisition
of PCT. Prior to the acquisition, Dr. Pecora had served from 1999 to 2011 as Chairman, Chief Executive Officer and Chief Medical
Officer of PCT, and as a member of PCT’s Board of Managers. Dr. Pecora is also Chief Scientific Officer of Amorcyte, Inc.
(“Amorcyte”), a subsidiary of the Company acquired in October 2011, and held such position prior to the acquisition.
Dr. Pecora served as the Chairman and Director of the John Theurer Cancer Center at Hackensack University Medical Center (HUMC)
from 2001 to 2011, and commencing 2011 Dr. Pecora serves the John Theurer Cancer Center as Chief Innovations Officer, Professor
and Vice President of Cancer Services. Since 1996 Dr. Pecora has been Co-Managing Partner of the Northern New Jersey Cancer Center,
which is a private physicians practice group affiliated with HUMC. He has also been a Professor of Medicine at the University of
Medicine and Dentistry of New Jersey since 2004. Dr. Pecora serves on the board of Cancer Genetics, Inc. and is chairman of the
board of Tetralogics, Inc., a company developing small molecules to treat cancer. Dr. Pecora brings a variety of business development
and practical business skills to NeoStem. He has worked with numerous companies in developing their products and manages a large
clinical practice and the cancer department at a major health care institution. Dr. Pecora also has significant experience in the
design of clinical trials (Phase 1 to 3), institutional review board practices, conduct of clinical trials, clinical research,
and payor relationships both domestically and on a global basis. Dr. Pecora received an M.D. from the University of Medicine and
Dentistry of New Jersey, graduating with honors. He went on to complete his medical education in internal medicine at New York
Hospital and in hematology and oncology at Memorial Sloan-Kettering Cancer Center, both in New York City. He is board certified
in internal medicine, hematology, and oncology. Dr. Pecora’s appointment to the NeoStem Board of Directors was a term of
the Company’s merger agreement with PCT in January 2011. The Board of Directors has concluded that Dr. Pecora should serve
as a director based on his diversified experience in healthcare, including his expertise in clinical trial design and product development,
and his management experience.



Martyn D. Greenacre

Martyn D. Greenacre was appointed to our
Board of Directors on December 8, 2011. Mr. Greenacre has served as Chairman of Life Mist Technologies, Inc. a privately-held fire
suppression equipment company, since 2002. He previously was Chairman of the Board of BMP Sunstone Corporation, which was acquired
by Sanofi-Aventis in February 2011. Mr. Greenacre also served as a director of Cephalon Inc., a biopharmaceutical company that
was acquired by Teva Pharmaceutical Industries in October 2011, and Orchestra Therapeutics, an immuno-pharmaceutical company. He
currently has the role of Chairman of the Board of Acusphere, Inc., a drug delivery company, and sits on the board of Curis, Inc.,
a biotechnology company. From 1997 to 2001, Mr. Greenacre served as Chief Executive Officer and director of Delsys Pharmaceutical
Corporation, a formulation and drug delivery system company, where he helped raise more than $50 million in equity and partnership
financing and formed three development partnerships with leading pharmaceutical companies. From 1993 to 1997, Mr. Greenacre served
as President and Chief Executive Officer of Zynaxis Inc., a biopharmaceutical company, where he was responsible for a critical
acquisition, divesting a non-performing business and negotiating a strategic merger. From 1989 to 1992, Mr. Greenacre was Chairman,
Europe, SmithKline Beecham Pharmaceutical Company. He joined SmithKline & French in 1973, where he held positions of increasing
responsibility in its European organization. Mr. Greenacre received a B.A. from Harvard College and an MBA from Harvard Business
School. The Board of Directors has concluded that Mr. Greenacre should serve as a director based on his diversified board and management
experience, particularly in the biotechnology field.



6







Executive Officers



Robin L. Smith, M.D.

See the discussion under “Biographical
Information — Directors,” above.



Andrew L. Pecora, M.D., F.A.C.P.

See the discussion under “Biographical
Information — Directors,” above.



Robert A. Preti, Ph.D

Pursuant to an employment agreement that
became effective on January 19, 2011, Dr. Preti serves as President of PCT. Dr. Preti also serves as Chief Scientific Officer of
PCT. Prior to our acquisition of PCT, Dr. Preti had served from 1999 to 2011 as President and Chief Scientific Officer for PCT,
and as a member of PCT’s Board of Managers.



Dr. Preti was Scientific Director of Hackensack
University Medical Center’s stem cell laboratory from 1996 – 1999. Prior to that, he served as director at
the Clinical Services Division of the New York Blood Center from 1989 to 1996. He is one of the country’s leading authorities
on cell engineering and the principal investigator for a number of clinical trials relating to stem cell transplantation. He was
a founding member and Treasurer of the International Society for Hematotherapy and Graft Engineering and served for 10 years on
its Executive Committee and Board of Directors. He is now representing Cellular Therapy as a Director of the American Association
of Blood Banks. Dr. Preti has authored numerous papers in the field and has been invited to speak at national and international
meetings relating to the manufacturing, regulatory and quality aspects of cell therapy and regenerative medicine. In addition to
having served as an inspector for the Foundation for Accreditation of Cellular Therapy, Dr. Preti also serves on professional and
state committees charged with the development of regulations for cellular therapy. Dr. Preti received his Doctor of Philosophy
degree from New York University, graduating with distinction. During his tenure at NYU, Dr. Preti studied and received his degrees
in Cellular Biology, with a specialty in hematology, studying erythropoiesis under the mentorship of Albert S. Gordon, PhD. Immediately
following his graduate work, Dr. Preti joined Marrow Tech, Inc. (which later became Advanced Tissue Sciences) where he served as
Group Leader in the development Marrow Tech’s proprietary three-dimensional, matrix-based hematopoietic culture system for
ex vivo expansion of bone marrow stem cells.



Larry A. May

Mr. May, the former
Treasurer of Amgen (NASDAQ GS: AMGN), one of the world’s largest biotechnology companies, initially joined us to assist with
licensing activities in September 2003. He became an officer upon our acquisition of the business of NS California in January 2006.
For the last 25 years, Mr. May has worked in the areas of life science and biotechnology. From 1983 to 1998, Mr. May worked for
Amgen as Corporate Controller (1983 to 1988), Vice President/Corporate Controller/Chief Accounting Officer (1988 to 1997), and
Vice President/Treasurer (1997 to 1998). At Amgen, Mr. May helped build Amgen’s accounting, finance and IT organizations.
From 1998 to 2000, Mr. May served as the Senior Vice President, Finance & Chief Financial Officer of Biosource International,
Inc., a provider of biologic research reagents and assays. From 2000 to May 2003, Mr. May served as the Chief Financial Officer
of Saronyx, Inc., a company focused on developing productivity tools and secure communication systems for research scientists.
From August 2003 to January 2005, Mr. May served as the Chief Financial Officer of NS California. In March 2005, Mr. May was appointed
CEO of NS California and in May 2005 he was elected to the Board of Directors of NS California. He received a Bachelor of Science
degree in Business Administration & Accounting in 1971 from the University of Missouri.



7







Catherine M. Vaczy

Ms. Vaczy joined us
in April 2005 as Vice President and General Counsel. Ms. Vaczy is responsible for overseeing our legal affairs. From 1997 through
2003, Ms. Vaczy held various senior positions at ImClone Systems Incorporated, a then publicly-traded company developing a portfolio
of targeted biologic treatments to address the medical needs of patients with a variety of cancers, most recently as its Vice President,
Legal and Associate General Counsel. While at ImClone, Ms. Vaczy served as a key advisor in the day-to-day operation of the company
and helped forge a number of important strategic alliances, including a $1 billion co-development agreement for Erbitux®, the
company’s targeted therapy approved for the treatment of metastatic colorectal and head and neck cancers. From 1988 through
1996, Ms. Vaczy served as a corporate attorney advising clients in the life science industry at the New York City law firm of Ross
& Hardies. Ms. Vaczy is Secretary and serves on the Board of Trustees of The Stem for Life Foundation. Ms. Vaczy received a
Bachelor of Arts degree in 1983 from Boston College and a Juris Doctor from St. John’s University School of Law in 1988.



Joseph Talamo

Joseph Talamo has been NeoStem’s
Vice President, Corporate Controller and Chief Accounting Officer since June 2011. From 1996 to 2010, Mr. Talamo held various senior
positions at OSI Pharmaceuticals, Inc. (“OSI”), a publicly-traded biopharmaceutical company focused on discovering,
developing and commercializing products for the treatment of cancer, diabetes and obesity, and most recently served as its Vice
President and Corporate Controller from 2006 to 2010 and its Corporate Controller from 2002 to 2006. While at OSI, Mr. Talamo helped
build the accounting and finance infrastructure to support the clinical development and commercial launch of Tarceva®, OSI’s
targeted therapy approved for the treatment of patients with non-small cell lung cancer and pancreatic cancer. Prior to OSI, Mr.
Talamo worked at Bristol-Myers Squibb from 1995 to 1996 in the Financial Reporting and Consolidations Group, and at KPMG from 1993
to 1995 in the Health Care and Life Sciences Audit Group. Mr. Talamo also served as Treasurer of the OSI Pharmaceuticals Foundation
from 2008 to 2010. Mr. Talamo received a Bachelor of Business Administration in Accounting from Hofstra University in 1991, and
a Master of Business Administration in Finance from Hofstra University in 1999. Mr. Talamo is a certified public accountant in
the State of New York.



Jonathan Sackner-Bernstein, M.D., F.A.C.C.

Jonathan Sackner-Bernstein, M.D., FACC,
an internationally recognized clinical investigator in cardiology, was appointed as the Company’s Vice President of Clinical
Development and Regulatory Affairs in April 2012. He brings to the Company over 20 years of experience in clinical practice, medical
research, and healthcare management. From 2008 to 2011, Dr. Sackner-Bernstein served as Associate Center Director for Technology
and Innovation at U.S. Food and Drug Administration’s Center for Devices and Radiological Health. During his tenure at the
FDA, he launched the Center’s Entrepreneurs in Residence program; led the Center for Devices and Radiological Health Innovation
Initiative; served as chairman of the Center’s task force focused on using new science in regulatory decision-making; and
established the Center’s Council on Medical Device Innovation in concert with several other federal agencies. Prior thereto,
Dr. Sackner-Bernstein served as Chief Medical Officer at the clinical research organization, Clinilabs, where he established a
Phase I research unit from 2006 to 2008 He also served as assistant professor of medicine at the Columbia University College of
Physicians and Surgeons from 1993 to 2003. His academic accomplishments include contributions to medical therapy of heart failure
and patients following heart attack as well as leadership in changing the paradigms of drug development in heart failure. Dr. Sackner-Bernstein’s
model for rewarding altruism and increasing donation of kidneys for organ transplant was recently enacted by the Israeli government.



In 2011 Dr. Sackner-Bernstein founded ExVivos,
LLC, a privately-held company focusing on engineering tissues and organs from human cells for the development of drugs, vaccines
and biological products, for which he continues to serve as Chairman and Chief Executive Officer.



Dr. Sackner-Bernstein earned his B.S.E.
from the Moore School of Electrical Engineering at the University of Pennsylvania and his M.D. from Jefferson Medical College.
He completed training in Internal Medicine and Cardiology at Mount Sinai Hospital in New York.



8







Madam Zhang Jian

Ms. Zhang Jian has
been our Vice President — Pharmaceutical Operations since June 2010 and General Manager of Erye since 2003. She was elected
to be the Chairwoman and a director of CBH on April 30, 2007, and served to 2009. From the end of 2007 until the consummation of
the Erye Merger in 2009, Ms. Zhang Jian was the Chief Financial Officer (CFO) of CBH. Prior to being the General Manager for Erye,
she served for more than 5 years as the deputy general manager of Suzhou Number 2 Pharmaceutical Company and more than a year as
the deputy general manager of Suzhou Number 4 Pharmaceutical Company after working in various positions in charge of human resources
and quality control. Ms. Zhang graduated from Central Television University majoring in electronics and later graduated with a
certificate in accounting from Suzhou Adult Education University and a graduate degree in finance and accounting from the School
of Finance and Economics of Suzhou University. Ms. Zhang has extensive background and experience in the pharmaceuticals industry
having worked in various managerial positions and various aspects of the industry. She has turned Erye into a successful operation
after taking it over from the PRC government with Mr. Shi Mingsheng and others in 2003.



Shi Mingsheng

See the discussion
under the caption “Biographical Information — Directors,” above.



CORPORATE GOVERNANCE



Director Independence

NeoStem’s current
Board members consist of Dr. Smith, Dr. Pecora, Mr. Berman, Mr. Myers, Mr. Bernstein, Mr. Shi, Mr. Wei, Dr. Geehr, and Mr. Greenacre.
The Board of Directors has determined that Messrs. Myers, Berman, Bernstein, Greenacre and Dr. Geehr are independent applying the
definition of independence under the listing standards of the NYSE Amex and SEC regulations.



Board Leadership Structure and Role
in Risk Oversight



Our Chief Executive
Officer also serves as the Chairman of the Board. We do not have a lead independent director. Our Chairman of the Board, when present,
presides over all meetings of our Board of Directors. We believe this leadership structure is appropriate for our Company at this
time because (1) of our size, (2) of the size of our Board, (3) our Chief Executive Officer is responsible for our day-to-day operation
and implementing our strategy, and (4) discussion of developments in our business and financial condition and results of operations
are important parts of the discussion at Board meetings and it makes sense for our Chief Executive Officer to chair those discussions.



Our Board of Directors
oversees our risk management. This oversight is administered primarily through the following:



| | • | The Board’s review and approval of our business plans and budget (prepared and presented to the Board by the Chief Executive
Officer and other management), including the projected opportunities and challenges facing our business;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | At least quarterly review of our business developments, business plan implementation and financial results;
| | - | -----------------------------------------------------------------------------------------------------------



| | • | Our Audit Committee’s oversight of our internal controls over financial reporting and its discussions with management
and the independent accountants regarding the quality and adequacy of our internal controls and financial reporting; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Our Compensation Committee’s review and recommendations to the Board regarding our executive officer compensation and
its relationship to our business plans.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



Committees



Our Board of Directors
has established (i) an Audit Committee, (ii) a Compensation Committee and (iii) a Nominating and Governance Committee. Each Committee
has only independent directors as members.



9







Audit Committee



The Audit Committee
consists of three directors: Mssrs. Bernstein (chairman), Myers and Berman. Each member of the committee is independent applying
the definition of independence under the listing standards of the NYSE Amex and SEC regulations. The Audit Committee meets at least
four times during the year. The Board has determined that Mr. Bernstein qualifies as an “audit committee financial expert”
as defined by Item 407(d)(5)(ii) of Regulation S-K.



Pursuant to the terms
of the Audit Committee charter, our Audit Committee is required to consist of at least three of our “independent” directors
and shall serve at the pleasure of the Board of Directors. An “independent” director is defined as an individual who
(a) is not our officer or salaried employee or an affiliate, (b) does not have any relationship that, in the opinion of the Board
of Directors, would interfere with his or her exercise of independent judgment as an Audit Committee member, (c) meets the independence
requirements of the SEC and the NYSE Amex or such other securities exchange or market on which our securities are traded and (d)
except as permitted by the SEC and the NYSE Amex or such other securities exchange or market on which our securities are traded,
does not accept any consulting, advisory or other compensatory fee from us.



The Audit Committee
has a charter that requires the committee to oversee our accounting and financial reporting process, our system of internal controls
regarding finance, accounting, legal compliance and ethics, and the audits of our financial statements, a current copy of which
charter is available to stockholders on our website, www.neostem.com. The primary duties of the Audit Committee consist
of, among other things:



| | • | serving as an independent and objective party to monitor our financial reporting process, internal
control system and disclosure control system;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing and appraising the audit efforts of our independent accountants;
| | - | --------------------------------------------------------------------------



| | • | assuming direct responsibility for the appointment, compensation, retention and oversight of the
work of the outside auditors and for the resolution of disputes between the outside auditors and our management regarding financial
reporting issues;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | providing an open avenue of communication among the independent accountants, financial and senior
management and the Board; and
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing and approving all related party transactions.
| | - | -------------------------------------------------------



Compensation Committee



Our Compensation Committee
consists of three directors: Mssrs. Berman (chairman), Myers and Bernstein. Each such member of the Compensation Committee is independent
applying the definition of independence under the listing standards of the NYSE Amex and SEC regulations. The Compensation Committee
meets at least two times during each year.



Each member of our Compensation
Committee must (i) be one of our independent directors satisfying the independence requirements of the NYSE Amex and other applicable
regulatory requirements; (ii) qualify as an “outside director” under Section 162(m) of the Internal Revenue Code, as
amended; and (iii) meet the requirements of a “non-employee director” for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended.



The Compensation Committee
oversees the determination of all matters relating to employee compensation and benefits and specifically reviews and approves
salaries, bonuses and equity-based compensation for our executive officers.



We have adopted a Compensation
Committee charter which outlines the Compensation Committee’s primary duties which are to:



| | • | evaluate the performance of the Chief Executive Officer in light of our goals and objectives and
determine the Chief Executive Officer’s compensation based on this evaluation and such other factors as the Committee shall
deem appropriate;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





10







| | • | approve all salary, bonus, and long-term incentive awards for executive officers;
| | - | ---------------------------------------------------------------------------------



| | • | approve the aggregate amounts and methodology for determination of all salary, bonus, and long-term
incentive awards for all employees other than executive officers;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | review and recommend equity-based compensation plans to the full Board of Directors and approve
all grants and awards thereunder;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | • | review and approve changes to our equity-based compensation plans other than those changes that
require stockholder approval under the plans, the requirements of the NYSE Amex or any exchange on which our securities may be
listed and/or any applicable law;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | review and recommend to the full Board changes to our equity-based compensation plans that require
stockholder approval under the plans, the requirements of the NYSE Amex or any exchange on which our securities may be listed and/or
any applicable law;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | review and approve changes in our retirement, health, welfare and other benefit programs that result
in a material change in costs or the benefit levels provided;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | administer our equity-based compensation plans; and
| | - | ---------------------------------------------------



| | • | approve, as required by applicable law, the annual Committee report on executive compensation (if
required) for inclusion in our proxy statement.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



A current copy of the
Compensation Committee charter is available to stockholders on our website, www.neostem.com.



The Compensation Committee may form and delegate its authority
to subcommittees as appropriate. Additionally, the Chief Executive Officer may make recommendations to the Compensation Committee
relating to executive and director compensation.



Nominating and Governance Committee



Our Nominating and
Governance Committee consists of three directors: Mssrs. Myers (chairman) and Berman and Dr. Geehr. The Nominating and Governance
Committee is empowered by the Board of Directors to recommend to the Board of Directors qualified individuals to serve on our
Board of Directors and to identify the manner in which the Nominating and Governance Committee evaluates nominees recommended
for the Board. All members of the Nominating and Governance Committee of the Board of Directors have been determined to be “independent
directors” pursuant to the definition contained in the rules of the NYSE Amex and SEC regulations. Our Board of Directors
has adopted a Nominating and Governance Committee charter to govern the Nominating and Governance Committee, a current copy of
which is available to stockholders on our website, www.neostem.com.



Other Board Committees



The Board also maintains the following additional committees:



Finance Committee:  The Finance Committee is authorized
to make determinations from time to time with respect to the Company’s financial matters, including with respect to the Company’s
operating budget, capital raising activities, the Company’s 7% Convertible Series E Preferred Stock and related matters.



Mergers and Acquisitions Committee:  The Mergers
and Acquisitions Committee is authorized to make determinations from time to time with respect to the Company’s M&A and
strategic activities and related matters.



11







China Committee:  The China Committee is authorized
from time to time to make determinations with respect to the Company’s operations in China.



Qualifications for Board Membership



The charter and guidelines
developed by the Nominating and Governance Committee describe the minimum qualifications for nominees and the qualities or skills
that are necessary for directors to possess. Each nominee, among other factors listed in the Committee’s guidelines:



| | • | should possess the highest personal and professional standards of integrity and ethical values;
| | - | -----------------------------------------------------------------------------------------------



| | • | must be committed to promoting and enhancing the long term value of our Company for our stockholders;
| | - | -----------------------------------------------------------------------------------------------------



| | • | should not have any interests that would materially impair his or her ability to (i) exercise independent
judgment or (ii) otherwise discharge the fiduciary duties owed as a director to our Company and our stockholders;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | must have demonstrated achievement in one of more fields of business, professional, governmental,
community, scientific or educational endeavor, and possess mature and objective business judgment and expertise;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | must have a general appreciation regarding major issues facing public companies of a size and operational
scope similar to ours;
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | • | must have adequate time to devote to the Board of Directors and its committees; and
| | - | -----------------------------------------------------------------------------------



| | • | is expected to have sound judgment, derived from management or policy-making experience that demonstrates
an ability to function effectively in an oversight role.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



Diversity Considerations in Director
Nominations



We do not have a formal
diversity policy. We believe our Board of Directors represents a collection of individuals with a variety of complementary skills
which, as a group, possess the appropriate skills and experience to oversee our Company’s business. Our directors come from
diverse backgrounds including medicine, accounting, private equity, and management of pharmaceutical and healthcare-related companies,
including cell therapy.



The charter of our Nominating
and Governance Committee provides that “[e]ach nominee will be considered both on his or her individual merits and in relation
to existing or other potential members of the Board, with a view to establishing a well-rounded, diverse, knowledgeable, and experienced
Board.” In accordance with the mission set out in its charter, our Nominating and Governance Committee considers a wide variety
of qualifications, attributes and other factors and recognizes that a diversity of viewpoints and practical experiences can enhance
the effectiveness of our Board. As part of its evaluation of each candidate, our Nominating and Governance Committee takes into
account how that candidate’s background, experience, qualifications, attributes and skills may complement, supplement or
duplicate those of other prospective candidates.



With the expansion of
our Company’s business into the People’s Republic of China in 2009, and recognizing that this brought our business
efforts beyond the borders of the United States, one of our directors (Mr. Shi) is a citizen of the People’s Republic of
China. Given the change in our business including our entry into the cell therapy market in January 2011, and our current attempts
to divest a majority of our China operations, it may be appropriate to re-evaluate the mix of backgrounds of our directors in the
future.



12







Nominating and Governance Committee
Procedures



Our Board of Directors
believes we are well-served by our current directors. In the ordinary course, absent special circumstances or a material change
in the criteria for Board of Directors membership, the Board of Directors will re-nominate incumbent directors who continue to
be qualified for Board service and are willing to continue as directors. If an incumbent director is not standing for re-election,
if a vacancy on the Board of Directors occurs between annual stockholder meetings or if our Board of Directors believes it is in
our best interests to expand its size, the Board of Directors may seek out potential candidates for Board appointment who meet
the criteria for selection as a nominee and have the specific qualities or skills being sought. Nominees for director must be discussed
by the full Board of Directors and approved for nomination by the affirmative vote of a majority of our Board of Directors, including
the affirmative vote of a majority of the independent directors. Two of our directors, Dr. Smith and Mr. Berman, were originally
nominated in 2006 pursuant to certain contractual rights. In addition, the appointments of Mr. Wei and Mr. Shi to our Board were
required pursuant to the terms of the Erye Merger Agreement, and the appointment of Dr. Pecora to our Board was required pursuant
to the terms of the PCT Merger Agreement.



The Nominating and Governance
Committee assists the Board of Directors by identifying qualified candidates for director and recommends to the Board of Directors
the director nominees for the annual meeting of stockholders. The Board of Directors will conduct a process of making a preliminary
assessment of each proposed nominee based upon the resume and biographical information, an indication of the individual’s
willingness to serve and other background information. This information is evaluated against the criteria set forth above and our
specific needs at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet our
needs may be invited to participate in a series of interviews, which are used as a further means of evaluating potential candidates.
On the basis of information learned during this process, the Board of Directors will determine which nominee(s) to include in the
slate of candidates that the Board of Directors recommends for election at each annual meeting of our stockholders.



Procedures for Considering Nominations
Made by Stockholders



The Nominating and Governance
Committee’s charter and guidelines describe procedures for nominations to be submitted by stockholders, other than candidates
who have previously served on the Board of Directors or who are recommended by the Board of Directors. The guidelines state that
a nomination must be delivered to our Secretary at our principal executive offices not later than the 120th day prior
to the date of the proxy statement for the preceding year’s annual meeting; provided, however, that if the date of
the annual meeting is more than 30 days after the anniversary date of the annual meeting, notice to be timely must be so delivered
a reasonable time in advance of the mailing of our proxy statement for the annual meeting for the current year. The guidelines
require a nomination notice to set forth as to each person whom the proponent proposes to nominate for election as a director,
among other things: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s
written consent to being named in the proxy statement as a nominee and to serving as a director it elected) and (b) information
that will enable the Nominating and Governance Committee to determine whether the candidate or candidates satisfy the criteria
established pursuant to the charter and the guidelines for director candidates.



There will be no differences
in the manner in which our Board of Directors evaluates nominees recommended by stockholders and nominees recommended by the Board
of Directors or management, except that no specific process shall be mandated with respect to the nomination of any individuals
who have previously served on the Board of Directors.



Stockholder Communications



Our Board of Directors
has established a procedure that enables stockholders to communicate in writing with members of the Board of Directors. Any such
communication should be addressed to our Secretary and should be sent to such individual c/o NeoStem, Inc. Any such communication
must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures
established by the Board of Directors, upon our Secretary’s receipt of such a communication, a copy of such communication
will be sent to each member of the Board of Directors, identifying it as a communication received from a stockholder. Absent unusual
circumstances, at the next regularly scheduled meeting of the Board of Directors held more than two days after such communication
has been distributed, the Board of Directors will consider the substance of any such communication.



13







Board and Committee Meeting Attendance



During the year ended
December 31, 2011, our Board of Directors held ten meetings, our Audit Committee held eight meetings; our Compensation Committee
held two meetings and our Nominating and Governance Committee held one meeting. In addition, our Board of Directors, our Audit
Committee, our Compensation Committee and our Nominating and Governance Committee each took additional actions by written consent.
Each director (except Mr. Shi) attended (or participated by telephone in) at least 75% of the total number of meetings of the Board
and committees on which he or she served.



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE



Section 16(a) of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, certain
officers of the Company, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities,
to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. These persons
are required by the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) reports that they
file.



Based solely on a review
of (i) Forms 3 and 4 and amendments thereto furnished to the Company during 2011, (ii) any Forms 5 and amendments thereto furnished
to the Company with respect to 2011, and (iii) any written representations that no Form 5 was required, the Company believes that
all such parties subject to the reporting requirements of Section 16(a) filed on a timely basis all such reports required during
and with respect to the fiscal year ended December 31, 2011, except that Andrew Pecora and Robert Preti each inadvertently filed
one late Form 4 with respect to their acquisition of Company securities as a result of the Amorcyte Merger.



CODE OF ETHICS



We have adopted a
code of ethics that applies to our directors, officers and employees, except to our Chief Executive Officer, Chief Financial Officer,
and any principal accounting officer, controller, or persons performing similar functions (“Senior Financial Officers”),
who are subject to a separate code of ethics. Both codes of ethics are available on our website, www.neostem.com.Our Code
of Ethics for Senior Financial Officers is filed as Exhibit 14.1 to our Annual Report on Form 10-K for the year ended December
31, 2010.



14







ITEM 11. EXECUTIVE COMPENSATION.



Independent Compensation Consultant



The Compensation Committee
retained an independent compensation consultant, MarksonHRC, LLC (“Markson”), to provide comparative data on compensation
practices in our industry for executive officers, Board members and Board committee members. This included compensation review
for our Chief Executive Officer, senior executive officers (including the named executive officers in the table below) and for
our directors with no committee assignments, as well as members of each of our Audit, Compensation and Nominating and Governance
Committees.  Their report provided competitive benchmarks for base salaries, bonuses, equity, perquisites and benefits, their
observations and their broad recommendations. Although the Compensation Committee considers Markson's advice and recommendations
about our executive and director compensation program together with input from management, the Compensation Committee ultimately
makes its own decisions about these matters.



2012
Option Program – Description

On April 26,
2012, the Compensation Committee of the Board of Directors adopted a program (the “2012 Option Program”) whereby
each participating officer was issued on April 26, 2012, an option (the “Option”) to purchase that number of
shares of Common Stock equal to that portion of the participating officer’s gross salary (the
“Participating Salary”) for the period May 1, 2012 – July 31, 2012 (the “Election Period”)
elected by the participating officer divided by $.25, the Black-Scholes value of an Option issued under the 2012 Option
Program. The Option, the issuance of which is in lieu of payment of the Participating Salary, vests at the end of the month
in which the Participating Salary to which it relates would have been paid and has a term of ten years despite any
termination of employment of the Participating Officer. The per share exercise price is $.36, the closing price of the Common
Stock on the date of the issuance of the Options. The gross Participating Salary for all Participating Officers is $181,309
and the total number of Options granted under the 2012 Option Program was 725,235. The Options were issued under the
Company’s 2009 Plan.



Summary Compensation Table



The following table sets forth certain summary
compensation information with respect to NeoStem’s Chief Executive Officer and NeoStem’s two other most highly compensated
executive officers, for services as executive officers for the last two fiscal years.



|                                              |  |      |      |  |        |   |         |       |  |   | Stock     |     |  | Option    |   |  | All Other    |   |           | Total        | 
|--------------------------------------------- |  | ---- | ---- |  | ------ | - | ------- | ----- |  | - | --------- | --- |  | --------- | - |  | ------------ | - | --------- | ------------ | 
|Name and Principal Function                   |  | Year |      |  | Salary |   |         | Bonus |  |   | Awards(1) |     |  | Awards(1) |   |  | Compensation |   |           | Compensation | 
|                                              |  |      |      |  |        |   |         |       |  |   |           |     |  |           |   |  |              |   |           |              | 
|Robin Smith,                                  |  |      |      |  |        |   |         |       |  |   |           |     |  |           |   |  |              |   |           |              | 
|Chief Executive Officer                       |  |      | 2011 |  |        | $ | 375,176 | (2)   |  | $ | 330,000   | (3) |  | $         | — |  |              | $ | 2,912,100 | (4)          | 
|                                              |  |      | 2010 |  |        | $ | 341,069 |       |  | $ | 382,024   | (6) |  | $         | — |  |              | $ | —         |              | 
|                                              |  |      |      |  |        |   |         |       |  |   |           |     |  |           |   |  |              |   |           |              | 
|Andrew Pecora,                                |  |      |      |  |        |   |         |       |  |   |           |     |  |           |   |  |              |   |           |              | 
|Chief Medical Officer and Director            |  |      | 2011 |  |        | $ | 174,231 | (8)   |  | $ | —         |     |  | $         | — |  |              | $ | 688,741   |              | 
|                                              |  |      | 2010 |  |        | $ | —       |       |  |   | —         |     |  | $         | — |  |              | $ | —         |              | 
|                                              |  |      |      |  |        |   |         |       |  |   |           |     |  |           |   |  |              |   |           |              | 
|Robert Preti,                                 |  |      |      |  |        |   |         |       |  |   |           |     |  |           |   |  |              |   |           |              | 
|President and Chief Scientific Officer of PCT |  |      | 2011 |  |        | $ | 300,808 | (9)   |  | $ | —         |     |  |           | — |  |              | $ | 439,002   |              | 
|                                              |  |      | 2010 |  |        | $ | —       |       |  |   | —         |     |  | $         | — |  |              |   | —         |              | 



15







| | (1) | Amounts shown under “Stock Awards” and “Option Awards” represent the aggregate grant date fair value
computed in accordance with FASB ASC Topic 718, in accordance with SEC rules. See Note 9 to the Notes to the Consolidated Financial
Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, for a discussion of
assumptions made in such valuations. All stock awards, option awards and other shares discussed in this table were issued under
the Company’s 2003 Equity Participation Plan or 2009 Equity Compensation Plan, with a per share price generally equal to
the fair market value of a share of common stock on the date of grant.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Pursuant to an arrangement approved by the Compensation Committee, Dr. Smith elected to receive an
aggregate of $172,761 of her 2011 salary, and has continued in 2012 to receive a significant portion of her salary, in shares of
Common Stock of the Company issued under our 2009 Equity Compensation Plan at the then-market price.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In 2011, Dr. Smith elected to accept her entire bonus in shares of Common Stock of the Company.
| | --- | -----------------------------------------------------------------------------------------------



| | (4) | Includes $722,900 attributable to the incremental compensation cost recognized for the acceleration of certain of Dr. Smith’s
stock options on April 4, 2011 in connection with an amendment to her employment agreement.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Consisted of (i) a car allowance of $12,000, (ii) approximately $15,946 paid by us on behalf of Dr. Smith for life and disability
insurance, and (iii) approximately $2,550 for club membership dues.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes approximately $82,000 in a bonus payable upon achievement of a business milestone, which occurred in the first quarter
of 2010, as part of an Additional Compensation Plan adopted by the Compensation Committee in October 2009.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Consisted of (i) a car allowance of $12,000, (ii) approximately $17,000 paid by us on behalf of Dr. Smith for life and disability
insurance, (iii) approximately $15,500 for club membership dues, and (iv) approximately $36,150 in previously approved reimbursement
for prior withholding associated with a stock grant to Dr. Smith in 2009.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | As a result of the PCT Merger and Dr. Pecora’s employment as Chief Medical Officer of PCT effective upon the PCT Merger,
Dr. Pecora is considered to be an executive officer of the Company effective January 19, 2011. Salary reflected in this table is
pursuant to an employment agreement effective on such date, as subsequently amended.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | As a result of the PCT Merger and Dr. Preti’s employment as President of PCT effective upon the PCT Merger, Dr. Preti
is considered to be an executive officer of the Company effective January 19, 2011. Salary reflected in this table is pursuant
to an employment agreement effective on such date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | This amount consists of PCT’s contribution to Dr. Preti’s 401(k).
| | ---- | -----------------------------------------------------------------



NEOSTEM EMPLOYMENT AGREEMENTS AND EQUITY GRANTS



Employment Agreements



This section contains a description of the
employment agreements NeoStem has (or had during the years ended December 31, 2010 and 2011) with the officers named in the Summary
Compensation Table. All descriptions are qualified in their entirety by reference to such agreements. The descriptions to follow
provide further information about the compensation that is shown in the Summary Compensation Table for these officers. They also
give you information about payments that could be received by these officers under certain circumstances at such time as their
employment with NeoStem ends, for example, certain severance arrangements.



16







Robin L. Smith — Chief Executive Officer and Chairman
of the Board



On May 26, 2006, we entered into
an employment agreement with Dr. Robin L. Smith, pursuant to which Dr. Smith serves as our Chief Executive Officer,
which agreement has been subsequently amended from time to time. Under this agreement, as amended through July 29, 2009 (as
so amended, the “Agreement”), Dr. Smith was employed through December 31, 2011 and as of September 27, 2009
was entitled to receive a base salary of $332,750 per year (increasing by 10% on each annual anniversary of September 27),
an annual bonus determined by the Board of at least $275,000, and certain other perquisites including a car allowance,
variable life insurance, and reimbursement for fees for a New York club to be used for business entertaining and meetings. To
help conserve cash, Dr. Smith elects from time to time to receive her net salary (and bonus) in shares of the
Company’s common stock, pursuant to an arrangement approved by the Compensation Committee. Pursuant to an arrangement
approved by the Compensation Committee, Dr. Smith elected to receive an aggregate of $172,761 of her 2011 salary, and has
continued in 2012 to receive a significant portion of her salary, in shares of Common Stock of the Company issued under our
2009 Equity Compensation Plan at the then-market price. In 2011, Dr. Smith elected to accept her entire bonus in shares of
Common Stock of the Company. Dr. Smith’s Participating Salary in the 2012 Option Program is $100,656, her full gross
salary for the Election Period. As of October 29, 2009, the Compensation Committee of the Board approved the reimbursement to
Dr. Smith of premiums, up to $4,000 annually, for disability insurance covering Dr. Smith. We maintain key-man life insurance
on Dr. Smith in the amount of $3,000,000.



On April 4, 2011, the Company entered into
an amendment of the Agreement. Pursuant to the amendment, (i) the term of the Agreement was extended from December 31, 2011 to
December 31, 2012; (ii) Dr. Smith will receive cash bonuses on October 1, 2011 and 2012 in the minimum amount of 110% of the prior
year’s bonus; (iii) a failure to renew the Agreement at the end of the term regardless of reason shall be treated as a termination
by the Company without cause; (iv) the Company shall pay Dr. Smith her base salary and COBRA premiums (a) for one year in the event
of a termination of the agreement by Dr. Smith for other than good reason and (b) during any period during which she is bound by
non-competition, non-solicitation or similar covenants with the Company (such payments shall not be made during the time Dr. Smith
is also receiving payments under (iii) or (iv)(a)); (v) Dr. Smith was granted an option to purchase 1,500,000 shares of Common
Stock at a per share exercise price equal to the closing price of the Common Stock on the date of the amendment, vesting as to
500,000 shares on each of the date of grant, December 31, 2011 and December 31, 2012; (vi) all other unvested options held by Dr.
Smith were immediately vested; (vii) any vested options previously or hereafter granted to Dr. Smith during the remainder of the
term shall remain exercisable following termination of employment for the full option term until the expiration date; (viii) the
Company agreed that, with the exception of the period of time during which Dr. Smith is a Company affiliate and for 90 days thereafter
(during which time any shares owned by or issued to Dr. Smith will bear the Company’s standard affiliate legend), the Company
will not place legends on shares on Common Stock owned by Dr. Smith restricting the transfer of such shares so long as such shares
are sold under an effective registration statement, pursuant to Rule 144 or are eligible for sale under Rule 144 without volume
limitations; and (ix) if Dr. Smith ceases to be employed by the Company and for so long as she continues to own shares of Common
Stock the sale of which would require that the current public information requirement of Rule 144 be met, the Company will use
its reasonable best efforts to timely meet those requirements or obtain appropriate extensions or otherwise make available such
information as is required. Except as set forth in the amendment, the Agreement remains unchanged.



In addition, upon our termination of Dr.
Smith’s employment without cause or by Dr. Smith with good reason, we are to pay Dr. Smith her base salary at the time of
termination for the two-year period following such termination, made in 12 equal monthly installments beginning the date of termination,
and Dr. Smith shall be entitled to: (i) a pro-rata bonus based on the annual bonus received for the prior year; (ii) COBRA payments
for a two year period (as modified); and (iii) have all options which would have vested during the 12-month period following the
date of termination, become fully vested. Upon termination for death or disability, Dr. Smith (or her estate) shall be entitled
to family COBRA payments for the applicable coverage term.



Upon a change in control of our Company per
the Agreement, options held by Dr. Smith shall be governed by the terms of applicable agreements and equity compensation plans,
but in any event at least 75% of Dr. Smith’s then unvested options shall become immediately vested and exercisable upon a
change in control. Further, in the event Dr. Smith voluntarily terminates her employment without good reason following a change
in control, Dr. Smith shall be entitled to: (i) a pro-rata bonus based on the annual bonus received for the prior year; and (ii)
have all options which would have vested during the 12-month period following the date of termination, become fully vested.



17







Andrew Pecora — Chief Medical Officer and Director

On
September 23, 2010, we entered into a four year employment agreement with Dr. Andrew Pecora (the “Pecora Employment Agreement”),
pursuant to which Dr. Pecora serves as Chief Medical Officer of PCT. The Pecora Employment Agreement became effective on January
19, 2011 upon the closing of the PCT Merger (the “Commencement Date”). The Pecora Employment Agreement, provides for,
among other things, (i) an annual base salary of $180,000 and (ii) an option to purchase 400,000 shares of NeoStem Common Stock
under NeoStem’s 2009 Equity Compensation Plan at a per share exercise price of $1.50, vesting as to 100,000 shares on each
of the first, second, third and fourth annual anniversaries of the Commencement Date. The
Pecora Employment Agreement further provides that upon Termination without Cause (as defined) or Resignation for Good Reason (as
defined) Dr. Pecora will be entitled to continuation of his base salary for three (3) months in accordance with customary payroll
practices in consideration for executing a release and a confidentiality, non-compete, non-solicitation and inventions assignment
agreement and compliance therewith.



On August 17, 2011 (the “Effective
Date”), we entered into a letter agreement with Dr. Pecora pursuant to which the Pecora Employment Agreement was amended
to provide that: (a) his title was changed to also include Chief Medical Officer of NeoStem, Inc.; and (b) his annual salary was
increased to $210,000. Dr. Pecora was also granted options to purchase an additional 500,000 shares of the Company’s common
stock under the 2009 Equity Plan at a per share exercise price of $0.71, vesting as to 100,000 shares on each of the first, second,
third, fourth and fifth annual anniversaries of the Effective Date of the amendment. Other than as set forth therein, the Pecora
Employment Agreement remained in full force and effect. Upon our acquisition of Amorcyte in October 2011, Dr. Pecora agreed to
continue to serve as Chief Scientific Officer of Amorcyte for no additional compensation.



Effective April 11, 2012, we entered
into a letter agreement with Dr. Pecora which provides that Dr. Pecora shall devote no less than two days per week to his
duties as Chief Medical Officer of PCT and NeoStem, with a corresponding decrease in his annual salary to $140,000.
Additionally, pursuant to this letter agreement, Dr. Pecora has agreed to accept his net salary through the issuance to him
of shares of the Company’s common stock at fair market value at the time of issuance; this is at his election
determined on a quarterly basis and such shares shall be issued pursuant to the Company’s 2009 Equity Compensation
Plan. To date, Dr. Pecora has elected to receive shares of common stock in lieu of his salary for the second quarter of 2012.
On April 26, 2012, Dr. Pecora elected in lieu of shares of Common Stock to participate in the Company’s 2012 Option
Program with a Participating Salary for the period equal to $35,000, his full gross salary for the Election Period.



Robert Preti — President of Progenitor Cell Therapy,
LLC

On September 23, 2010 we entered into a
four year employment agreement with Dr. Preti (the “Preti Employment Agreement”) which became effective on
January 19, 2011, upon the closing of the PCT Merger (the “Commencement Date”). Pursuant to the Preti Employment
Agreement, Dr. Preti serves as President of PCT. The Preti Employment Agreement provides for, among other things, (i) an
initial annual base salary of $330,000, which was increased to $350,000 on January 19, 2012, and (ii) an option to purchase
400,000 shares of NeoStem Common Stock under the NeoStem, Inc. 2009 Equity Compensation Plan at a per share exercise price of
$1.50, vesting as to 100,000 shares on each of the first, second, third and fourth annual anniversaries of the Commencement
Date, and (iii) eligibility for cash bonuses as determined by the compensation committee of NeoStem’s Board of
Directors. The Preti Employment Agreement further provides that upon Termination without Cause (as defined) or Resignation
for Good Reason (as defined), Dr. Preti will be entitled to certain post-termination benefits in consideration of executing a
release and a confidentiality, non-compete, non-solicitation and inventions assignment agreement and compliance therewith,
including (i) continuation of his base salary for up to twelve (12) months in accordance with customary payroll practices,
(ii) reimbursement of COBRA healthcare premiums for up to twelve (12) months, and (iii) the accelerated vesting for all
unvested option shares that would have vested during the twelve (12) months following termination of employment had Dr. Preti
remained in the employ of PCT. The Preti Employment Agreement also gives PCT the option, in its sole discretion, to continue
Dr. Preti’s base salary for an additional twelve (12) months (for a total of twenty-four (24) months) in consideration
for a twelve month extension of the non-competition restrictive covenants to which Dr. Preti is subject. Additionally, we
maintain key-man life insurance on Dr. Preti in the amount of $3,000,000. On April 26, 2012, Dr. Preti elected to participate
in the Company’s 2012 Option Program with a Participating Salary equal to $13,750. An additional $20,000 of his annual
salary is paid through elections on a quarterly basis through the issuance of shares of our Common Stock.



Indemnification Agreements

As of October 2, 2009, we entered into indemnification
agreements with our Chief Executive Officer, Chief Financial Officer, General Counsel, certain other employees and each of its
directors pursuant to which we have agreed to indemnify such party to the full extent permitted by law, subject to certain exceptions,
if such party becomes subject to an action because such party is our director, officer, employee, agent or fiduciary.



18







OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table* sets forth information
on option awards outstanding at December 31, 2011 for NeoStem’s Named Executive Officers.



|               |  | Option Awards**                                                   |          
|-------------- |  | ----------------------------------------------------------------- | ---------
|Name           |  | Number of Securities Underlying Unexercised Options # Exercisable |          
|Robin L. Smith |  |                                                                   | 54,000   
|               |  |                                                                   | 15,000   
|               |  |                                                                   | 55,000   
|               |  |                                                                   | 250,000  
|               |  |                                                                   | 120,000  
|               |  |                                                                   | 5,000    
|               |  |                                                                   | 100,000  
|               |  |                                                                   | 500,000  
|               |  |                                                                   | 750,000  
|               |  |                                                                   | 229,678  
|               |  |                                                                   | 200,000  
|               |  |                                                                   | 1,000,000
|Andrew Pecora  |  |                                                                   | —        
|               |  |                                                                   |          
|               |  |                                                                   | —        
|Robert Preti   |  |                                                                   | —        



| | * | All numbers in this table and footnotes thereto have been adjusted (as appropriate) to reflect the one-for-ten reverse stock
split effective as of August 31, 2006 and the one-for-ten reverse stock split effective as of August 9, 2007.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ** | All option awards were made under and are governed by the terms of NeoStem’s 2003 Equity Participation Plan or 2009 Equity
Compensation Plan.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------





19







| | *** | On October 30, 2009, in connection with the consummation of the Erye Merger and upon shareholder approval, NeoStem amended
its 2003 Equity Participation Plan (the “2003 Plan”) to grant the NeoStem Board of Directors or an appropriate committee
thereof the authority to effect a one-time repricing of the exercise price of certain NeoStem options and warrants to purchase
shares of Common Stock (the “Repricing”) and giving the Board of Directors or an appropriate committee thereof discretion
to issue certain cash or equity awards in connection with the Repricing. On October 30, 2009, NeoStem implemented the Repricing.
NeoStem repriced an aggregate of 754,250 outstanding options (of which 500,500 were held by Dr. Smith, Catherine Vaczy, our Vice
President and General Counsel, and Larry May, our Chief Financial Officer, and an additional 145,500 (not included in the 754,250
outstanding options) were held by Mark Weinreb, our former President and agreed to by NeoStem pursuant to Mr. Weinreb’s Separation
Agreement to be modified in accordance with the Repricing and to remain exercisable for an additional two years). Under the Repricing,
options with a range of exercise prices from $2.39 to $25.00 were repriced to a strike price of $1.90 (the closing price of a share
of our common stock on the NYSE Amex on the date of the Repricing). The following outstanding stock options held by NeoStem’s
principal executive officer, principal financial officer and other executive officers were amended to reduce the strike price to
$1.90: (i) for Robin L. Smith, an aggregate of 374,000 options with exercise prices ranging from $4.95 to $25.00; (ii) for Catherine
M. Vaczy, an aggregate of 71,000 options with exercise prices ranging from $4.95 to $10.00; (iii) for Mark Weinreb, pursuant to
a Separation Agreement, an aggregate of 145,500 options with exercise prices ranging from $3.00 to $10.00; and (iv) for Larry A.
May, an aggregate of 55,500 options with exercise prices ranging from $4.95 to $18.00. Also, as part of an Additional Compensation
Plan adopted by the Compensation Committee on October 30, 2009, NeoStem effected discretionary option awards pursuant and subject
to the Company’s 2009 Equity Compensation Plan. Options (“Discretionary Options”) were awarded on October 30,
2009 to officers, directors, employees, consultants and advisors to purchase an aggregate of 562,274 shares of common stock (of
which 229,678 were awarded to Dr. Smith) at an exercise price of $1.90 (the closing price of a share of Common Stock on the date
of grant), and as part of the Additional Compensation Plan an aggregate of approximately $201,000 in cash awards were approved
upon the Company’s closing on an equity financing transaction with net proceeds of at least $5,000,000 which were paid in
the first quarter of 2010. All options included in this table with an exercise price of $1.90 were subject to the Repricing, except
that the option to purchase 229,678 shares held by Dr. Smith was issued as Discretionary Options.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) | Consists of options granted to Dr. Smith pursuant to the terms of her employment agreement dated as of May 26, 2006, which
vested as to an aggregate of 30,000 options on June 2, 2006, and as to 12,000 options on each of June 2, 2007 and June 2, 2008.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Consists of options granted to Dr. Smith by the Compensation Committee on December 5, 2006, which vested as to 10,000 options
upon grant and as to 5,000 options on August 9, 2007 upon our Common Stock being listed for trading on the American Stock Exchange
(now known as the NYSE Amex).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | This option was granted to Dr. Smith in connection with her entering into an amendment to her employment agreement on January
26, 2007, and vested as to (i) 25,000 options upon the first closings in NeoStem’s January 2007 private placement, (ii) 15,000
options on June 30, 2007 and (iii) 15,000 options on December 31, 2007.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Consists of options granted to Dr. Smith by the Compensation Committee September 27, 2007, which vested as to 150,000 options
on the date of grant and as to 100,000 options upon consummation of the Erye Merger on October 30, 2009.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Consists of options granted to Dr. Smith by the Compensation Committee on February 27, 2008, which vested (i) as to 40,000
options on the date of grant, (ii) as to 30,000 options upon consummation of the Erye Merger on October 30, 2009, (iii) as to 30,000
options on September 2, 2008 upon the achievement of a business milestone, and (iv) as to 20,000 options on October 31, 2008 upon
the achievement of a business milestone.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | This option was granted to Dr. Smith by the Compensation Committee on October 31, 2008 and vested on November 2, 2008 upon
the achievement of a business milestone.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                    

| | (7) | This option was granted to Dr. Smith by the Compensation Committee on May 8, 2009 and was vested in its entirety on the date
of grant.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



20







| | (8) | This option was granted to Dr. Smith by the Compensation Committee on July 8, 2009 and vested as to 250,000 options on the
date of grant and as to an additional 250,000 options upon consummation of the Erye Merger on October 30, 2009.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | An option was granted to Dr. Smith by the Compensation Committee effective October 29, 2009 upon approval of the Erye Merger
and the increase in shares under the 2009 Equity Compensation Plan consisting of an aggregate of 750,000 option shares, and was
scheduled to vest as to 250,000 upon the achievement of a specific business milestone, 250,000 on July 8, 2010 and 250,000 on July
8, 2011. On July 7, 2010, the Compensation Committee accelerated the vesting of the 250,000 options originally scheduled to vest
upon achievement of a business milestone and the 250,000 options originally scheduled to vest on July 8, 2011. As a result, as
of July 8, 2010, this option was fully vested.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | This option was granted to Dr. Smith by the Compensation Committee as Discretionary Options on October 30, 2009 and was vested
in its entirety on the date of grant.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | This option was granted to Dr. Smith by the Compensation Committee on November 4, 2009 and originally scheduled to vest as
to one-third of option shares on each one year anniversary of the date of grant. Pursuant to Dr. Smith’s April 4, 2011 Employment
Agreement amendment, the vesting of this option was accelerated and as of that date the option was fully vested.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Consists of options granted to Dr. Smith pursuant to the terms of her April 4, 2011 Employment Agreement Amendment which vested
as to 500,000 shares on each of the date of grant and December 31, 2011 and is scheduled to vest as to 500,000 shares on December
31, 2012.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Consists of options granted to Dr. Pecora pursuant to the terms of his employment agreement dated as of September 23, 2010
and effective on January 19, 2011 upon the closing of the PCT Merger, which are scheduled to vest as to 100,000 shares on each
of the first, second, third and fourth one year anniversaries of the effective date of his employment agreement.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | This option was granted to Dr. Pecora in connection with his entering into an amendment to his employment agreement on August
17, 2011 and is scheduled to vest as to 100,000 shares on each of the first, second, third, fourth and fifth one year anniversaries
of the effective date of the amendment.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (15) | Consists of options granted to Dr. Preti pursuant to the terms of his employment agreement dated as of September 23, 2010 and
effective on January 19, 2011 upon the closing of the PCT Merger, which are scheduled to vest as to 100,000 shares on each of the
first, second, third and fourth one year anniversaries of the effective date of his employment agreement.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Repricing



In connection with the Erye Merger, the
exercise price of certain of our outstanding options and warrants was reduced (the “Repricing”). See “Outstanding
Equity Awards at Fiscal Year End,” Note ***, for a description of the repricing of certain stock options.We also repriced
privately issued warrants (warrants issued other than to the public or the underwriters in our August 2007 public offering) to
purchase approximately 1,203,890 shares of Common Stock with exercise prices ranging from $4.00 to $8.00, to a range of approximately
$3.82 to $6.81. Certain of NeoStem’s executive officers were holders of warrants to purchase shares of Common Stock at $8.00
per share for which their exercise prices were reduced to approximately $6.18 per share. An aggregate of 27,427 of such warrants
were held by executive officers in the following quantities: Robin L. Smith (25,427) and Catherine M. Vaczy (2,000); and an aggregate
of 34,092 of such warrants were held by two non-employee directors in the following quantities: Richard Berman (11,364) and Steven
Myers (22, 728).



21







NEOSTEM DIRECTOR COMPENSATION



General Information



Directors who are employees of NeoStem or
its wholly-owned subsidiaries do not receive additional cash compensation for serving as directors. NeoStem’s non-employee
directors are reimbursed for out-of-pocket travel expenses incurred in their capacity as NeoStem directors. Pursuant to NeoStem’s
2003 Equity Participation Plan, its 2009 Equity Compensation Plan and its 2009 Non-U.S. Based Equity Compensation Plan, all directors
(including independent directors) are eligible to receive equity awards. There were no option awards granted during 2011 to NeoStem’s
directors, other than as reflected in the Summary Compensation Table or as reflected below. There were no stock awards granted
during 2011 to any of NeoStem’s directors.



The following table sets forth information
on all compensation to NeoStem’s directors (other than as reflected in the Summary Compensation Table) for the year ended
December 31, 2011.



|                         |  |      |      |  | Fees Earned  |   |        |           |  |   |              |    
|------------------------ |  | ---- | ---- |  | ------------ | - | ------ | --------- |  | - | ------------ | ---
|                         |  |      |      |  | or           |   |        | Option    |  |   | Total        |    
|Name                     |  | Year |      |  | Paid in Cash |   |        | Awards(1) |  |   | Compensation |    
|Richard Berman(2)        |  |      | 2011 |  |              | $ | 60,000 |           |  |   |              |    
|Steven S. Myers(3)       |  |      | 2011 |  |              | $ | 60,000 |           |  |   |              |    
|Drew Bernstein(4)        |  |      | 2011 |  |              | $ | 60,000 |           |  |   |              |    
|Edward C. Geehr, M.D.(5) |  |      | 2011 |  |              | $ | 60,000 |           |  | $ | 112,922      | (6)
|Eric C. Wei(7)           |  |      | 2011 |  |              | $ | 60,000 |           |  |   |              |    
|Shi Mingsheng(8)         |  |      | 2011 |  |              | $ | 60,000 |           |  |   |              |    
|Martyn Greenacre(9)      |  |      | 2011 |  |              | $ | 0      |           |  |   |              |    



| | (1) | Amounts shown under “Option Awards” represent the aggregate grant date fair value computed in accordance with FASB
ASC Topic 718, in accordance with SEC rules. See Note 9 to the Notes to the Consolidated Financial Statements included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2011, for a discussion of assumptions made in such valuations. All stock
awards, option awards and other shares discussed in this table were issued under the Company’s 2003 Equity Participation
Plan, 2009 Equity Compensation Plan or 2009 Non-U.S. Equity Compensation Plan, with a per share price generally equal to the fair
market value of a share of common stock on the date of grant.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | At December 31, 2011, Mr. Berman had options to purchase 349,387 shares of NeoStem Common Stock outstanding, 282,721 of which
were vested.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | At December 31, 2011, Mr. Myers had options to purchase 349,387 shares of NeoStem Common Stock outstanding, 282,721 of which
were vested. At December 31, 2011, Mr. Myers had a total of 175,000 shares in stock awards outstanding, all of which were vested.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | At December 31, 2011, Mr. Bernstein had options to purchase 400,000 shares of NeoStem Common Stock outstanding, 333,334 of
which were vested.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | At December 31, 2011, Dr. Geehr had options to purchase 265,000 shares of NeoStem Common Stock outstanding, 215,000 of which
were vested.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------



22







| | (6) | On March 8, 2011, the Company entered into a consulting agreement with Acute Care Partners of which Dr. Geehr is the sole shareholder.
As compensation for services, Acute Care Partners was granted the option to purchase 115,000 shares of the Company’s Common
Stock (at a per share exercise price equal to the closing price on the date of the agreement), vesting monthly over the four month
term of the agreement, and as to which all were vested as of December 31, 2011.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | At December 31, 2011, Mr. Wei had options to purchase 150,000 shares of NeoStem Common Stock outstanding, 100,000 of which
were vested. At Mr. Wei’s direction, his cash fees have been paid to RimAsia.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Mr. Shi did not participate in the equity portion of the 2009 Board of Directors Compensation Plan. At December 31, 2011, Mr.
Shi had options to purchase 400,000 shares of NeoStem Common Stock, 300,000 of which were vested. An additional 100,000 options
vested in January 2012 upon achievement of a specified milestone.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Mr. Greenacre joined the Board on December 8, 2011. Mr. Greenacre’s compensation as a Board member commenced under the
2012 Board of Directors Compensation Plan.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



On November 4, 2009, the Compensation Committee
of NeoStem’s Board of Directors approved a compensation plan for the Board of Directors (the “ 2009 Board of Directors
Compensation Plan”). The 2009 Board of Directors Compensation Plan provided that each Board member was authorized to receive
options to purchase 150,000 shares of our common stock for his or her service as a Board member. These options vest as to 50,000
shares on each of the first, second and third anniversaries of the date of grant. The 2009 Board of Directors Compensation Plan
further provided that Chairs of the Board, Chairs of a Board Committee and members of the Board of Directors of any of NeoStem’s
subsidiaries were authorized to receive options to purchase 50,000 shares of Common Stock for his or her service as a Chair of
the Board or a Committee of the Board or as a member of the Board of any of our subsidiaries. These options vest as to 16,667 shares
of our common stock on each of the first and second anniversary of the date of grant and as to the remaining 16,666 shares of our
common stock on the third anniversary of the date of grant. In each case, the exercise price of options authorized pursuant to
the 2009 Board of Directors Compensation Plan is equal to the closing price of a share of our common stock on the date of grant.
One of our directors, Mr. Shi, did not participate in the equity portion of the 2009 Board of Directors Compensation Plan. Under
the Board of Directors Compensation Plan, commencing January 1, 2010, directors who are not employees of NeoStem, Inc. or its wholly
owned subsidiaries were also entitled to quarterly cash fees equal to $15,000, payable in arrears.



On January 4, 2012 the Compensation Committee,
after consultation with the Board, adopted the NeoStem 2012 Board of Directors Compensation Plan (the “Board of Directors
Compensation Plan”), which provides that each Board member who is not an employee of NeoStem or one of its wholly-owned subsidiaries
shall be authorized to receive, in such Board member’s sole discretion, either (i) options to purchase 120,000 shares of
the Company’s common stock; or (ii) a stock award of 120,000 shares of our Common Stock, in either case issued under and
subject to the terms of the 2009 Plan, for his or her service as a Board member. These options and shares shall vest fully on the
date of grant. The Board of Directors Compensation Plan further provides that the Chair of each Board Committee who is not an employee
of the Company or any of its wholly-owned subsidiaries shall be authorized to additionally receive, in such Committee Chair’s
sole discretion, either (i) options to purchase 50,000 shares of our Common Stock; or (ii) a stock award of 50,000 shares of our
Common Stock, in either case issued under and subject to the terms of the 2009 Plan, for his or her service as a Committee Chair.
These options and shares shall vest fully on the date of grant. In each case, the exercise price of options authorized pursuant
to the Board of Directors Compensation Plan shall be equal to the closing price of a share of our Common Stock on the date of grant.
The foregoing shall be issued on January 4th of each year during the term of the Board of Directors Compensation Plan, commencing
January 4, 2012. Directors who are not employees of NeoStem or its wholly-owned subsidiaries are also entitled to cash fees equal
to $7,500 per calendar quarter commencing with the quarterly period ending March 31, 2012. Notwithstanding the foregoing, the Compensation
Committee shall have the discretion to renew or adjust, as appropriate, this Board of Directors Compensation Plan at the end of
each calendar year, including with respect to whether to continue offering the choice under such plan between options and stock.
In accordance with the above, on January 4, 2012 the Company issued an aggregate of 410,000 options to purchase shares of our Common
Stock at a per share exercise price of $0.52 and 580,000 shares of our Common Stock (120,000 of which were granted under the Company’s
2009 Non-U.S. Plan).



23







ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



The following table sets forth information
regarding the number of shares of NeoStem Common Stock beneficially owned as of April 20, 2012 by:



| | • | each of NeoStem’s named executive officers;
| | - | -------------------------------------------



| | • | each of NeoStem’s current directors;
| | - | ------------------------------------



| | • | all of NeoStem’s current directors and executive officers as a group; and
| | - | -------------------------------------------------------------------------



| | • | each person who is known by NeoStem to beneficially own 5% or more of the NeoStem Common Stock.
| | - | -----------------------------------------------------------------------------------------------



Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes any shares over which a person possesses sole or shared voting or investment power.
Shares of NeoStem Common Stock that may be acquired upon exercise of stock options or warrants which are currently exercisable
or which become exercisable within 60 days after the date indicated in the table are deemed beneficially owned by the optionees
or warrant holders. Unless otherwise indicated, and subject to any applicable community property laws, to NeoStem’s knowledge
the persons or entities named in the table below have sole voting and investment power with respect to all shares indicated as
beneficially owned by them.



Unless otherwise indicated, the address of
the beneficial owner is c/o NeoStem, Inc., 420 Lexington Avenue, Suite 450, New York, NY 10170.



As
of April 20, 2012, there were 132,351,254 shares of NeoStem Common
Stock outstanding. As of such date, the current directors and executive officers of NeoStem collectively owned beneficially 47,702,228
shares, or approximately 32.6% of the outstanding shares.



|Name and Address of Beneficial Holder                                                                                                                    |  | Number of Shares Beneficially Owned |            |          | Percentage of Common Stock Beneficially Owned | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | -------- | --------------------------------------------- | 
|Robin L. Smith, M.D.
Chief Executive Officer and Chairman of the Board                                                                                   |  |                                     | 5,201,218  | (1)      |                                               | 
|Andrew L. Pecora, M.D., F.A.C.P.
Chief Medical Officer and Director of NeoStem,
Chief Medical Officer of PCT and Chief Scientific Officer of Amorcyte    |  |                                     | 2,677,577  | (2)      |                                               | 
|Robert A. Preti, Ph.D.
President and Chief Scientific Officer of PCT                                                                                     |  |                                     | 2,374,812  | (3)      |                                               | 
|Richard Berman
Director                                                                                                                                  |  |                                     | 452,721    | (4)      |                                               | 
|Steven S. Myers
Director                                                                                                                                 |  |                                     | 1,537,334  | (5)      |                                               | 
|Drew Bernstein
Director                                                                                                                                  |  |                                     | 503,334    | (6)      |                                               | 
|Edward C. Geehr, M.D.
Director                                                                                                                           |  |                                     | 335,000    | (7)      |                                               | 
|Eric H.C. Wei
Director                                                                                                                                   |  |                                     | 26,629,874 | (8)(9)   |                                               | 
|RimAsia Capital Partners, L.P.
RimAsia Capital Partners GP, L.P.
RimAsia Capital Partners GP, Ltd.
1807 Harbour Centre
25 Harbour Road
Wanchai Hong Kong |  |                                     | 26,529,874 | (9)      |                                               | 
|Martyn Greenacre
Director                                                                                                                                |  |                                     | 120,000    |          |                                               | 
|Shi Mingsheng
Director of NeoStem and Chairman of the Board, Erye                                                                                        |  |                                     | 4,985,770  | (10)(11) |                                               | 
|Fullbright Finance Limited (“Fullbright”)
Suite 1307, Tongmei Center
43 East Queen’s Road
 Wanchai Hong Kong                                             |  |                                     | 4,290,770  | (11)     |                                               | 
|Sabby Management LLC
Hal Mintz c/o Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458                            |  |                                     | 7,500,000  | (12)     |                                               | 
|All Directors and Executive Officers as a group (fifteen persons)                                                                                        |  |                                     | 47,702,228 | (13)(14) |                                               | 



24







The address for each officer and director is c/o NeoStem, Inc.,
420 Lexington Avenue, Suite 450, New York, NY 10170.



(1) Includes (i) options to purchase up to 3,676,220
shares of our common stock which are exercisable within 60 days of April 20, 2012 and (ii) warrants to purchase up to 40,317
shares of our common stock which are exercisable within 60 days of April 20, 2012. Dr. Smith will also acquire shares of our
common stock pursuant to her agreement (approved by the Compensation Committee) to accept shares of common stock in lieu of
cash payment of her salary from time to time, which is being superseded by participation in the 2012 Option Program as of May
1, 2012.



(2) Includes (i) options to purchase up to 305,000 shares of
our common stock which are exercisable within 60 days of April 20, 2012 and (ii) warrants to purchase up to 358,595 shares of our
common stock which are exercisable within 60 days of April 20, 2012. Dr. Pecora will also acquire shares of our common stock pursuant
to his agreement in April 2012 (approved by the Compensation Committee) to accept shares of common stock in lieu of cash payment
of his salary as determined by Dr. Pecora on a quarterly basis. To date, Dr. Pecora has chosen to accept shares of our common stock
for the second quarter of 2012, which is being superseded by participation in the 2012 Option Program as of May 1, 2012.



(3) Includes (i) options to purchase up to 219,633 shares of
our common stock which are exercisable within 60 days of April 20, 2012 and (ii) warrants to purchase up to 343,032 shares of our
common stock which are exercisable within 60 days of April 20, 2012.



(4) Includes options to purchase up to 282,721 shares of our
common stock which are exercisable within 60 days of April 20, 2012.



(5) Includes options to purchase up to 282,721 shares of common
stock which are exercisable within 60 days of April 20, 2012.



25







(6) Includes options to purchase up to 503,334 shares of common
stock which are exercisable within 60 days of April 20, 2012.



(7) Includes options to purchase up to 335,000 shares of common
stock which are exercisable within 60 days of April 20, 2012.



(8) Includes options to purchase up to100,000 shares of common
stock which are exercisable within 60 days of April 20, 2012.



(9) Includes (i) 22,529,874 shares of our common stock, 9,086,124
of which were issued upon the conversion of 8,177,512 shares of Series C Convertible Preferred Stock held by RimAsia Capital Partners,
L.P. and (ii) warrants to purchase up to 4,000,000 shares of our common stock which are exercisable within 60 days of April 20,
2012. These shares are held by RimAsia Capital Partners, L.P., a Cayman Islands exempted limited partnership (“RimAsia”).
RimAsia Capital Partners GP, L.P., a Cayman Islands exempted limited partnership (“RimAsia GP”), is the general partner
of RimAsia. RimAsia Capital Partners GP, Ltd., a Cayman Islands exempted company (“RimAsia Ltd.”), is the general partner
of RimAsia GP. Mr. Wei, one of our directors, is the sole director of RimAsia Ltd. RimAsia, RimAsia GP, RimAsia Ltd. and Mr. Wei
has the sole power to vote and dispose of our common stock held by RimAsia.



(10) Mr. Shi is the Chairman of the Board of Erye, a principal
shareholder of EET and Fullbright and a director of the Company. Includes options to purchase up to 520,000 shares of our common
stock which are exercisable within 60 days of April 204, 2012.



(11) Includes (i) 3,650,770 shares of our common stock and (ii)
warrants to purchase up to 640,000 shares of common stock which are exercisable within 60 days of April 20, 2012, held by Fullbright
Finance Limited. Fullbright is a corporation organized under the laws of the British Virgin Islands and is majority owned by Mr.
Shi and Madam Zhang, General Manager of Erye and our VP of Pharmaceutical Operations, who have shared power to vote and dispose
of the shares of our common stock held by Fullbright and, as a result, may be deemed to beneficially own the shares of our common
stock held by Fullbright. The table reflects 1,680,000 shares of our common stock that were pledged to us in connection with the
Erye Merger.



(12) This information was obtained from a Schedule 13G filed
with the Securities and Exchange Commission on April 18, 2012 by the reporting persons. In the Schedule 13G, the reporting persons
stated that the Schedule 13G was being filed on behalf of: Sabby Management, LLC, a Delaware limited liability company, and Hal
Mintz. The reporting persons further stated that Sabby Management, LLC and Hal Mintz do not directly own any shares of our common
stock but each indirectly beneficially owns 7,500,000 shares of our common stock. The reporting persons further stated that their
beneficial ownership is as follows: Sabby Management, LLC indirectly owns 7,500,000 shares of our common stock because it serves
as the investment manager of Sabby Healthcare Volatility Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., each
of which is a Cayman Islands company that directly hold 5,000,000 and 2,500,000 shares of our common stock, respectively, and Hal
Mintz indirectly owns 7,500,000 shares of common stock in his capacity as manager of Sabby Management, LLC. Sabby Management, LLC
and Hal Mintz have shared voting power to vote and dispose of the 7,500,000 shares of our common stock beneficially owned.



(13) See footnotes 1 – 8 and 10. Includes shares and exercisable
rights owned by RimAsia Capital Partners and Fullbright Finance Limited set forth in footnotes 9 and 11.



(14) Includes (i) options to purchase up to 2,301,057 shares
of common stock which are exercisable within 60 days of April 20, 2012 and (ii) warrants to purchase up to 9,500 shares of common
stock which are exercisable within 60 days of April 20, 2012 held by executive officers not individually listed in this table of
the Company and its subsidiaries.



26







EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about
our common stock that may be issued upon the exercise of options, warrants and rights under our equity compensation plans as of
December 31, 2011. In the following table, the equity compensation plans approved by security holders include the NeoStem, Inc.
2003 Equity Participation Plan (the “2003 Plan”), the NeoStem, Inc. 2009 Equity Compensation Plan (the “2009
Plan”) and the NeoStem, Inc. 2009 Non-U.S. Based Equity Compensation Plan (the “2009 Non-U.S. Plan”). These plans
were our only equity compensation plans approved by security holders in existence as of December 31, 2011.



|                                                               |  |                         |            |  |                         |   |      | Number of securities    | 
|-------------------------------------------------------------- |  | ----------------------- | ---------- |  | ----------------------- | - | ---- | ----------------------- | 
|                                                               |  |                         |            |  |                         |   |      | remaining available for | 
|                                                               |  |                         |            |  |                         |   |      | future issuance under   | 
|                                                               |  | Number of securities to |            |  | Weighted-average        |   |      | equity compensation     | 
|                                                               |  | be issued upon exercise |            |  | exercise price of       |   |      | plans (excluding        | 
|                                                               |  | of outstanding options, |            |  | outstanding options,    |   |      | securities reflected    | 
|Plan category                                                  |  | warrants and rights (a) |            |  | warrants and rights (b) |   |      | in column(a)) (c)       | 
|Equity compensation plans approved by security holders         |  |                         | 17,143,505 |  |                         | $ | 1.71 |                         | 
|Equity compensation plans not approved by security holders (1) |  |                         | 1,708,000  |  |                         | $ | 1.71 |                         | 
|Total                                                          |  |                         | 18,851,505 |  |                         | $ | 1.71 |                         | 



| | (1) | Consists of individual grants of warrants to seventeen service providers to the Company, no one of which is individually material.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



On March 3, 2011, NeoStem consummated a private
placement pursuant to which five persons and entities acquired an aggregate of 2,343,750 shares of NeoStem Common Stock for an
aggregate consideration of $3,000,000 (purchase price $1.28 per share). The investors included Steven S. Myers (a NeoStem director)
(who purchased 390,625 shares) and Dr. Andrew L. Pecora (the Chief Medical Officer of NeoStem’s subsidiary PCT, and subsequently
the Chief Medical Officer of NeoStem and Chief Scientific Officer of NeoStem’s subsidiary Amorcyte) (who purchased 78,125
shares).



Pursuant to the PCT Merger Agreement, NeoStem
agreed to pay off PCT’s credit line with Northern New Jersey Cancer Associates (“NNJCA”), in an amount up to
$3,000,000, shortly after the closing of the PCT Merger. On January 21, 2011, NeoStem paid NNJCA $3,000,000 in full satisfaction
of all of borrower PCT’s obligations to lender NNJCA arising from the underlying line of credit and security agreement. Dr.
Andrew Pecora (who was PCT’s Chairman and CEO prior to the PCT Merger, and who became PCT’s Chief Medical Officer on
January 19, 2011 pursuant to an employment agreement effective upon the closing of the PCT Merger), has served as Managing Partner
of NNJCA since 1996.



27







In accordance with the PCT Merger Agreement,
the stock consideration paid by NeoStem in exchange for the membership interests of PCT was deposited into an escrow account for
eventual distribution to the former members of PCT. Dr. Pecora, Dr. Robert A. Preti (PCT’s President and Chief Scientific
Officer prior to the PCT Merger, and who following the PCT Merger serves as PCT’s President pursuant to an employment agreement
that became effective upon the PCT Merger closing) and George S. Goldberger (PCT’s Chief Business and Financial Officer,
Treasurer and Secretary prior to the PCT Merger, and who following the PCT Merger serves as PCT’s Vice President —
Business Development pursuant to an employment agreement that became effective upon the PCT Merger closing), beneficially owned
approximately 17.2%, 17.0% and 2.5%, respectively, of the membership interests of PCT that were outstanding immediately prior to
the closing of the PCT Merger. Certain of the shares of NeoStem Common Stock issued to these three individuals have been released
from escrow earlier than the first release of shares for other members of PCT for the purpose of enabling them to pay taxes that
will be due as a result of the PCT Merger. As of April 20, 2012, Dr. Pecora, Dr. Preti and Mr. Goldberger beneficially own 2,677,577,
2,374,812 and 458,181 shares, respectively, of the outstanding NeoStem Common Stock, representing respectively 2.0%, 1.8% and 0.3%
of the NeoStem Common Stock.



Dr. Pecora beneficially owned approximately
17.2% of the membership interests of PCT that were outstanding immediately prior to the closing of the PCT Merger. Pursuant to
the PCT Merger, Dr. Pecora received the right to 1,844,527 shares of NeoStem Common Stock (with an aggregate value of $2,766,790
based on the closing price of the NeoStem Common Stock on the date of closing) and Warrants (with an aggregate estimated value
of $342,000) to purchase an aggregate of 522,030 shares of NeoStem Common Stock, with one-third (174,010) of such Warrants each
exercisable at a per share purchase price of $3.00, $5.00 and $7.00, respectively (the $7.00 warrants vesting only upon the achievement
of a business milestone). Dr. Preti beneficially owned approximately 17.0% of the membership interests of PCT that were outstanding
immediately prior to the closing of the PCT Merger. Pursuant to the PCT Merger, Dr. Preti received the right to 1,791,880 shares
of NeoStem Common Stock (with an aggregate value of $2,687,820 based on the closing price of the NeoStem Common Stock on the date
of closing) and Warrants (with an aggregate estimated value of $332,000) to purchase an aggregate of 507,129 shares of NeoStem
Common Stock, with one-third (169,043) of such Warrants each exercisable at a per share purchase price of $3.00, $5.00 and $7.00,
respectively (the $7.00 warrants vesting only upon the achievement of a business milestone).



The Company acquired Amorcyte, Inc. (the
“Amorcyte Merger”) on October 17, 2011 in accordance with the terms of the Agreement and Plan of Merger, dated as of
July 13, 2011 (the “Amorcyte Merger Agreement”).  As a result of the consummation of the Amorcyte Merger,
Amorcyte is now a wholly-owned subsidiary of NeoStem.  Amorcyte had originally been incorporated as a subsidiary of PCT
and was spun off to PCT’s members prior to NeoStem’s January 19, 2011 acquisition of PCT. At the time the Amorcyte
Merger Agreement was entered into, Dr. Pecora and George Goldberger were officers of both PCT and Amorcyte. Dr. Pecora was Amorcyte’s
Chief Scientific Officer prior to the Amorcyte Merger and continues to serve in such capacity for no additional consideration.   Mr.
Goldberger was Vice President – Business Development of PCT and Chief Financial Officer of Amorcyte. Dr. Pecora, Mr. Goldberger
and Dr. Preti were all stockholders of Amorcyte.



In accordance with the terms of the Amorcyte
Merger Agreement, the stock consideration paid by NeoStem in exchange for the equity interests of Amorcyte was deposited into an
escrow account for eventual distribution to the former security holders of Amorcyte. Dr. Pecora beneficially owned approximately
15.6 % of the common stock, and 0.6% of the Series A preferred stock, respectively, as well as certain options of Amorcyte, that
were outstanding immediately prior to the closing of the Amorcyte Merger. Pursuant to the Amorcyte Merger, Dr. Pecora received
the right to 32,852 shares of NeoStem Common Stock (with an aggregate value of $21,025 based on the closing price of the Company’s
Common Stock on the date of closing) and Series AMO Warrants (with an estimated aggregate value of $10,000) to purchase 10,575
shares of NeoStem Common Stock at a per share purchase price of $1.466.   Dr. Preti beneficially owned approximately
15.6 % of the common stock, and 0.3% of the Series A preferred stock, respectively, as well as certain options of Amorcyte, that
were outstanding immediately prior to the closing of the Amorcyte Merger. Pursuant to the Amorcyte Merger, Dr. Preti received the
right to 15,364 shares of NeoStem Common Stock (with an aggregate value of $9,833 based on the closing price of the Company’s
Common Stock on the date of closing) and Series AMO Warrants (with an estimated aggregate value of $1,771) to purchase 4,946 shares
of NeoStem Common Stock at a per share purchase price of $1.466. The Amorcyte Merger Agreement additionally provides that the former
equity holders of Amorcyte have the right to receive additional shares of NeoStem’s Common Stock, which will be issued only
if certain business milestones specified in the Amorcyte Merger Agreement are accomplished, as well as certain earn-out payments
upon the commercialization of AMR-001, Amorcyte’s lead product candidate for the treatment of acute myocardial infarction.



28







In order to accelerate Amorcyte’s commencement
of its Phase 2 clinical trial of AMR-001, NeoStem agreed to provide loans to Amorcyte prior to the closing of the Amorcyte Merger
to be used in connection with the Phase 2 trial. Pursuant to a Loan Agreement entered into on September 9, 2011, NeoStem loaned
Amorcyte prior to the closing of the Merger an aggregate of $338,500 which was applied towards the commencement of the Phase 2
trial.



Effective March 10, 2011, Matthew Henninger
entered into a consulting agreement with NeoStem’s subsidiary PCT, pursuant to which Mr. Henninger was engaged for a three
month term to serve as an advisor to PCT with regard to the development of the “Family Plan,” a multi-generational
stem cell collection and storage service. In consideration therefor, Mr. Henninger was granted an option to purchase 150,000 shares
of NeoStem Common Stock under the 2009 Plan at $1.60 per share (Black Scholes value $129,000) vesting over the term of the agreement.
Pursuant to an amendment and extension of this agreement in April and May, 2011, respectively, Mr. Henninger’s term of service
was extended through September 9, 2011, for which he received 75,000 shares of NeoStem Common Stock (market value $115,000), $5,000
per month for a three month period and reimbursement of health insurance premiums. In September 2010 the PCT management with the
approval of the Audit Committee extended the term further through December 31, 2011, in connection with which Mr. Henninger received
a $25,000 bonus related to prior performance, a monthly fee of $10,000 and continued insurance reimbursement. The term was further
extended to March 31, 2012 with the approval of the Audit Committee, in connection with which Mr. Henninger was granted an option
to purchase 75,000 shares of NeoStem Common Stock under the 2009 Plan at $0.52 per share (Black Scholes value $20,696) vesting
over the term of the extension, $10,000 per month for a three month period and continued insurance reimbursement. Mr. Henninger
is in an exclusive relationship with the CEO of NeoStem.



On July 27, 2010, consistent with NeoStem’s
previously disclosed intention to provide support for The Stem for Life Foundation, a Pennsylvania nonprofit corporation classified
as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”),
whose mission is to promote public awareness, fund research and development and subsidize stem cell collection and storage programs,
NeoStem issued to the Foundation 150,000 shares of restricted NeoStem Common Stock with a fair value of $298,500. The issuance
of such securities was subject to the approval of the NeoStem Board of Directors, the Audit Committee and the NYSE Amex. On July
2, 2010, NeoStem contributed $75,000 in cash to the Foundation. NeoStem’s CEO and Chairman is President and a Trustee of
the Foundation, its General Counsel is Secretary and a Trustee of the Foundation and its Chief Financial Officer is Treasurer of
the Foundation. In 2011, NeoStem contributed to the Foundation 407,600 shares of previously issued restricted NeoStem Common Stock
with a fair value of approximately $607,000. The contribution of such securities was subject to the approval of the NeoStem Board
of Directors and the Audit Committee.



Pursuant to the terms and subject to the
conditions set forth in the Erye Merger Agreement, which closed in October 2009, all of the shares of common stock, par value $.01
per share, of CBH (“CBH Common Stock”), issued and outstanding immediately prior to the effective time of the Erye
Merger (the “Erye Effective Time”), were converted into the right to receive, in the aggregate, 7,150,000 shares of
NeoStem Common Stock. Additionally, subject to the cancellation of outstanding warrants to purchase shares of CBH Common Stock
held by RimAsia (then a beneficial holder of more than 5% of NeoStem’s voting securities), and the sole holder of shares
of Series B Convertible Preferred Stock, par value $0.01 per share, of CBH (“CBH Series B Preferred Stock”), all of
the shares of CBH Series B Preferred Stock issued and outstanding immediately prior to the effective time of the Erye Merger were
converted into the right to receive, in the aggregate, (i) 6,458,009 shares of NeoStem Common Stock (having an approximate value
of $12,270,217 as of the effective time of the Erye Merger) and (ii) 8,177,512 shares of NeoStem Series C Preferred Stock (having
an approximate value of $17,263,600 as of the effective time of the Erye Merger), each with a liquidation preference of $1.125
per share and convertible into 9,086,124 shares of NeoStem Common Stock at an initial exercise price of $0.90. On May 17, 2010,
RimAsia at its option converted its shares of Series C Preferred Stock into 9,086,124 shares of NeoStem Common Stock, and on May
25, 2010, received a cash payment of $153,500 which is equal to the dividends accrued but unpaid through from January 1, 2010 to
May 17, 2010.



29







For assistance in effecting the Erye Merger,
125,000 shares of NeoStem Common Stock (having an approximate value of $237,500) were issued to Fullbright Finance Limited (“Fullbright”).
Fullbright, a corporation organized in the British Virgin Islands, was then a beneficial holder of more than 5% of NeoStem’s
voting securities. The principal shareholders of Fullbright are Madam Zhang Jian (then an officer and director of CBH and an officer
of Erye) and Shi Mingsheng (then an officer and director of CBH, a director of Erye and Chairman of Fullbright). In addition, in
connection with the Erye Merger, an aggregate of 203,338 shares of NeoStem Common Stock (having an approximate value of $386,350)
were issued to Fullbright. Mr. Shi is the majority shareholder, and Madam Zhang Jian is a significant shareholder, of Erye Economy
and Trading Co. Ltd (“EET”), the holder of a 49% interest in Erye. Mr. Shi is currently an officer of Erye and a director
of NeoStem. Madam Zhang Jian is currently an officer of Erye and an executive officer of NeoStem.



As a result of the Erye
Merger, NeoStem owns 51% of Erye, and EET owns the remaining 49% ownership interest. In connection with the Erye Merger, NeoStem
and EET negotiated a revised joint venture agreement which will govern our respective rights and obligations with respect to Erye.
Pursuant to the terms and conditions of the October 2009 Erye Joint Venture Agreement, dividend distributions to EET and the Company’s
subsidiary will be made in proportion to their respective ownership interests in Erye; provided, however, that for the three-year
period commencing on the first day of the first fiscal quarter after the Joint Venture Agreement became effective distributions
are made as follows: for undistributed profits generated subsequent to the acquisition date: (i) the 49% of undistributed profits
(after tax) of the joint venture due EET will be distributed to EET and lent back to Erye to help finance costs in connection with
its construction of and relocation to a new facility (to be repaid gradually after construction is completed); and (ii) of the
net profit (after tax) of the joint venture due the Company, 45% will be provided to Erye as part of the new facility construction
fund and will be characterized as additional paid-in capital for the Company’s 51% interest in Erye, and 6% will be distributed
to the Company. For undistributed profits generated prior to the acquisition date: (i) the 49% of undistributed profits (after
tax) of the joint venture due EET will be distributed to EET and lent back to Erye to help finance costs in connection with its
construction of and relocation to a new facility (to be repaid gradually after construction is completed); and (ii) of the net
profit (after tax) of the joint venture due the Company, 51% will be provided to Erye as part of the new facility construction
fund and will be characterized as additional paid-in capital for the Company’s 51% interest in Erye. It was contemplated
by the Joint Venture Agreement that the construction would continue for three years. As such, 45% of the dividend we would be entitled
to by reason of our 51% ownership would remain in Erye through 2012 to complete the construction while EET would loan back their
dividend during the same period at a prevailing bank interest rate. Upon a liquidity event of Erye, as contemplated in the joint
venture agreement, the Company will be entitled to the return of its dividend reinvestments to the extent of the proceeds generated
by the liquidity event. Repayment of such loans from EET would occur gradually after the construction is completed. In January
2011, a dividend totaling approximately $13,671,100 based on earnings for Fiscal Year 2009 was declared and approximately $6,698,800
was distributed to EET and lent back to Erye and approximately $6,972,300 due the Company was reinvested and re-characterized as
additional paid-in capital in the business. In April 2011, a dividend totaling $10,259,700 based on earnings for Fiscal Year 2010
was declared and approximately $5,027,300 was distributed to EET and lent back to Erye, and approximately $5,232,400 due the Company
was reinvested and re-characterized as additional paid-in capital in the business. A 10% withholding tax was required on dividends
payable to the Company. As a result, Erye withheld approximately $1,220,500 in taxes related to the Company’s Fiscal Year
2009 and 2010 dividend amounts, and such amount has been paid to the local Chinese tax authorities as of December 31, 2011.



At December 31, 2011 and 2010, Erye owed
EET, the 49% shareholder of Erye, approximately $20,862,700 and $8,301,400, respectively, which represents dividends paid and loaned
back to Erye. At December 31, 2011 and 2010 the interest rate on this loan was 6.56% and 5.31%, respectively. In June 2011 Erye
paid EET approximately $875,100 consisting of the net of the following: $1,115,000 of unpaid accrued interest at June 30, 2011,
approximately $408,700 repayment of a non interest bearing loan due in 2011 and recovery of cash advances to EET of approximately
$648,600. In December 2011 Erye paid EET approximately $125,100 of unpaid accrued interest with bank draft due in June 2012. In
February 2010, Erye made an interest payment of approximately $198,500 to EET.



30







In connection with the Erye Merger, the exercise
price of certain of NeoStem’s outstanding warrants was reduced. Certain of NeoStem’s executive officers and directors
held warrants to purchase NeoStem Common Stock at $8.00 per share, and following the Erye Merger, the exercise price of such warrants
was reduced to approximately $6.18 per share. These warrants were held by NeoStem’s Chairman and CEO — Robin L. Smith
(25,427), its Vice President and General Counsel — Catherine M. Vaczy (2,000), and two of its directors — Richard Berman
(11,364) and Steven Myers (22,728). Certain stock options were also re-priced. For a description of the repricing of certain employee
stock options, please see the discussion in appearing under the caption “Outstanding Equity Awards at Fiscal Year-End —
The Repricing,” above.



Robin L. Smith, NeoStem’s Chairman
and Chief Executive Officer, and Steven Myers, a member of NeoStem’s Board of Directors and a member of each of NeoStem’s
Audit Committee, its Compensation Committee and its Nominating and Governance Committee (of which Nominating and Governance Committee
Mr. Myers became Chairman in March 2009), were holders of CBH Common Stock at the time of the Erye Merger. Dr. Smith was the beneficial
owner of 389,966 shares of CBH Common Stock that were acquired commencing in 2005. Mr. Myers was the beneficial owner of 285,714
shares of CBH Common Stock that were acquired in 2005. Accordingly, a special committee of NeoStem’s Board of Directors (comprised
of Mark Weinreb, Richard Berman and Joseph Zuckerman) approved on behalf of NeoStem the execution of the Erye Merger Agreement
and the transactions contemplated thereby. Based on the $1.90 closing price of the NeoStem Common Stock on October 30, 2009 and
the conversion of CBH Common Stock into NeoStem Common Stock in the Erye Merger, the approximate transaction value of the holdings
in CBH of each of Dr. Smith and Mr. Myers was $142,384 and $104,320, respectively.



In NeoStem’s June/July 2009 private
placement, Fullbright acquired, for a purchase price of $800,000, 64,000 shares of NeoStem’s Series D Stock (which automatically
converted into 640,000 shares of common stock in October 2009), together with warrants to purchase 640,000 shares of NeoStem Common
Stock; all securities purchased by Fullbright in the June/July 2009 Private Placement were pledged to RimAsia and subsequently,
to NeoStem.



On February 25, 2009 and March 6, 2009, respectively,
NeoStem issued promissory notes (the “Notes”) to RimAsia (then a beneficial holder of more than 5% of NeoStem’s
voting securities) in the principal amounts of $400,000 and $750,000, respectively. The Notes had an interest rate of 10% per annum
and were due and payable on October 31, 2009 or earlier, in the event NeoStem raised over $10 million through an equity financing.
On April 9, 2009 these notes and the related accrued interest were repaid from the proceeds of the $11,000,000 April 2009 private
placement of shares of NeoStem’s Series D Convertible Redeemable Preferred Stock and warrants to purchase shares of NeoStem
Common Stock.



In April 2009, RimAsia (then a beneficial
holder of more than 5% of NeoStem’s voting securities) purchased NeoStem Series D Convertible Redeemable Preferred Stock
and warrants for aggregate consideration of $5,000,000. A portion of the proceeds were used to repay the principal and interest
on the Notes issued to RimAsia in February and March 2009 and certain other costs advanced by RimAsia in connection with NeoStem’s
expansion activities in China. Mr. Wei, now a director of NeoStem, is managing partner of RimAsia.



In June 2009, NeoStem signed an agreement
(the “Network Agreement”) with Enhance BioMedical Holdings Limited (“Enhance BioMedical”), a Shanghai corporation
and then the beneficial owner of more than 5% of the outstanding NeoStem Common Stock, to develop a stem cell collection and treatment
network using NeoStem’s proprietary stem cell technologies in Shanghai and Taiwan, as well certain other Chinese provinces.
Enhance BioMedical is a subsidiary of Enhance Holding Corporation. Under the Network Agreement, Enhance BioMedical has the exclusive
rights to utilize NeoStem’s proprietary adult stem cell technologies identified by NeoStem from time to time to provide adult
stem cell services and therapies in the Asian territory. NeoStem agreed to provide training to Enhance BioMedical staff in the
proprietary knowledge, technology and operating procedures needed to provide Enhance BioMedical clients with these services. In
return, NeoStemis entitled to a technical assistance fee, a stated royalty on gross revenues generated by Enhance BioMedical from
providing the NeoStem stem cell services for the duration of the renewable 10-year Network Agreement, and also may receive certain
other fees. During the year ended December 31, 2009, we received from Enhance BioMedical an aggregate of approximately $286,000
in license fees and expense reimbursement. No payments were received in 2010. For the year ended December 31, 2011, we received
a royalty payment of $200,000.



31







On July 1, 2009, NeoStem, CBH, CBC and RimAsia,
which, at the time was a significant stockholder of NeoStem and CBH, entered into a Funding Agreement pursuant to which RimAsia
agreed to supply additional funding to both us and CBH in an amount up to $1.6 million. Pursuant to the terms of the Funding Agreement
such amount would be deemed settled upon the receipt by RimAsia of certain Erye Merger consideration. RimAsia received a total
of 6,458,009 shares of NeoStem Common Stock and 8,177,512 shares of NeoStem’s Series C Convertible Preferred Stock in the
merger with CBH, each with a liquidation preference of $1.125 and convertible into shares of NeoStem Common Stock at an initial
conversion price of $.90, which satisfied NeoStem’s obligations under the Funding Agreement.



Director Independence



For information regarding director independence,
please refer to the discussion set forth in Item 10 under the caption, ‘Corporate Governance-Director Independence.”



ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.



Accounting Fees and Other Accounting
Matters

As previously reported,
the engagement of Deloitte & Touche LLP (“Deloitte & Touche”) as the Company’s independent registered
public accounting firm ended following its interim review of the Company’s financial statements for the quarter ended June
30, 2011. Grant Thornton LLP (“Grant Thornton”) was engaged to serve as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2011 commencing with the interim period ending September 30, 2011,
and accordingly, Grant Thornton audited the Company’s financial statements for the fiscal year ended December 31, 2011. The
following table sets forth a summary of the fees billed or expected to be billed to us (i) by Grant Thornton for professional services
rendered for the fiscal year ended December 31, 2011 and (ii) by Deloitte & Touche for professional services rendered for the
fiscal year ended December 31, 2010.



|Fee Category          |  | Fiscal 2011 Fees |         |  | Fiscal 2010 Fees |  
|--------------------- |  | ---------------- | ------- |  | ---------------- | -
|Audit Fees(1)         |  | $                | 605,521 |  |                  | $
|Audit-Related Fees(2) |  | $                | —       |  |                  | $
|Tax Fees(3)           |  | $                | —       |  |                  | $
|All Other Fees(4)     |  | $                | 1,938   |  |                  | $
|Total Fees            |  | $                | 607,459 |  |                  | $



| | (1) | Audit Fees consist of aggregate fees billed or expected to be billed for professional services rendered for the audit of the
Company’s annual consolidated financial statements included in the Company’s Annual Reports on Form 10-K and review
of the interim consolidated financial statements included in Quarterly Reports on Form 10-Q or services that are normally provided
by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the
fiscal years ended December 31, 2011 and December 31, 2010, respectively. For 2011 and 2010, such fees also include services relating
to the comfort letter issued in connection with the Company’s July 2011 and November 2010 financings and review of S-4 filings
related to the Company’s PCT Merger and Amorcyte Merger.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32







| | (2) | Audit-Related Fees consist of aggregate fees billed for assurance and related services that are reasonably related to the performance
of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Tax Fees consist of aggregate fees billed or expected to be billed for professional services rendered for tax compliance, tax
advice and tax planning. These fees related to preparation of the Company’s federal and state income tax returns and other
tax compliance activities.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | All Other Fees consist of aggregate fees billed for products and services provided by Grant Thornton or Deloitte & Touche
(as applicable), other than those disclosed above.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Audit Committee
is responsible for the appointment, compensation and oversight of the work of the independent registered public accounting firm
and approves in advance any services to be performed by the independent registered public accounting firm, whether audit-related
or not. The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with
maintaining the independence of the independent registered public accounting firm. All of the fees shown above were pre-approved
by the Audit Committee.



33







PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.

(a)(3) EXHIBITS:

The following exhibits
are filed with this Amendment No. 1:



|Exhibit
        No. |  | Description                                                                                       
|------------------- |  | --------------------------------------------------------------------------------------------------
|10.107              |  | Letter Agreement effective April 11, 2012 between NeoStem, Inc. and Andrew Pecora, M.D., F.A.C.P.+
|                    |  |                                                                                                   
|31.3                |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                    |  |                                                                                                   
|31.4                |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



+Management contract or compensatory plan, contract or arrangement.



34







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 27, 2012.



| |    | NEOSTEM,
INC.                 
| | -- | ------------------------------
| |    |                               
| | By | /s/  Robin L. Smith, M.D.     
| |    | Name: Robin L. Smith, M.D.    
| |    | Title: Chief Executive Officer



35







EXHIBIT INDEX

The following exhibits
are filed with this Amendment No. 1:



|Exhibit
        No. |  | Description                                                                                       
|------------------- |  | --------------------------------------------------------------------------------------------------
|10.107              |  | Letter Agreement effective April 11, 2012 between NeoStem, Inc. and Andrew Pecora, M.D., F.A.C.P.+
|                    |  |                                                                                                   
|31.3                |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                    |  |                                                                                                   
|31.4                |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



+ Management contract or compensatory plan, contract
or arrangement.



36