0001144204-11-057993 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • October 17th, 2011 • NeoStem, Inc. • Services-misc health & allied services, nec • New York

THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of October 17, 2011, by and among NeoStem, Inc., a Delaware corporation (“Parent”), Amorcyte, Inc., a Delaware corporation (the “Company”), Paul Schmitt (the “Amorcyte Representative”), as representative of the stockholders 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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WARRANT AGREEMENT SERIES AMO WARRANTS
Warrant Agreement • October 17th, 2011 • NeoStem, Inc. • Services-misc health & allied services, nec • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 17, 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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