0001144204-11-003505 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • January 24th, 2011 • NeoStem, Inc. • Services-misc health & allied services, nec • New York

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

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ESCROW AGREEMENT
Escrow Agreement • January 24th, 2011 • NeoStem, Inc. • Services-misc health & allied services, nec • New York

THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of January 19, 2011, by and among: NeoStem Inc., a Delaware corporation (“Parent”); Progenitor Cell Therapy, LLC, a Delaware limited liability company (the “Company”), Andrew Pecora, as representative (the “PCT Representative”), of the Members of the Company identified from time to time on Schedule 1 hereto; and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

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