WARRANT TO PURCHASE SHARES OF COMMON STOCK

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS THAT TERM IS DEFINED IN RULE 902 OR REGULATION S OF THE ACT, AT ANY TIME PRIOR TO ONE (1) YEAR AFTER THE ISSUANCE OF THIS CERTIFICATE, IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM FROM UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. ANY SALES, TRANSFERS OR OTHER DISTRIBUTIONS OF THE SECURITIES MUST BE MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER OR OTHER DISTRIBUTION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE."

Warrant No. 242

THIS CERTIFIES that, for value received, RimAsia Capital Partners, L.P. is entitled to purchase from NEOSTEM, INC., a Delaware corporation (the “ Corporation ”), subject to the terms and conditions hereof, one million (1,000,000) shares (the “ Warrant Shares ”) of common stock, $.001 par value (the “ Common Stock ”). This warrant, together with all warrants hereafter issued in exchange or substitution for this warrant, is referred to as the “ Warrant ” and the holder of this Warrant is referred to as the “ Holder .” The number of Warrant Shares is subject to adjustment as hereinafter provided. Notwithstanding anything to the contrary contained herein, this Warrant shall expire at 5:00 p.m. (Eastern Time) on September 1, 2013 (the “ Termination Date ”).

1.   Exercise of Warrant . The Holder may, at any time six months after the date of issuance and prior to the Termination Date, exercise this Warrant in whole or in part at an exercise price per share equal to $1.75 per share, subject to adjustment as provided herein (the “ Exercise Price ”), by the surrender of this Warrant (properly endorsed) at the principal office of the Corporation, or at such other agency or office of the Corporation in the United States of America as the Corporation may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Exercise Price in lawful money of the United States by check or wire transfer for each share of Common Stock being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a new Warrant in respect of the shares of Common Stock as to which this Warrant shall not have been exercised. In the event of the exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder hereof as soon as practicable after the rights represented by this Warrant shall have been so exercised. The Holder acknowledges that the Holder shall not be entitled to exercise the Warrant unless it provides the Corporation with: (1) written certification that the Holder is not a U.S. Person (within the meaning of Regulation S (" Regulation S ") promulgated under the Securities Act of 1933, as amended (the " Securities Act ")) and the Warrant is not being exercised on behalf of a U.S. Person; or (2) a written opinion of counsel, satisfactory to the Corporation, to the effect that the Warrant and the Warrant Shares delivered upon exercise hereof have been registered under the Securities Act or are exempt from registration thereunder. Without limiting the foregoing, the Holder further acknowledges that the Holder shall not be entitled to exercise the Warrant unless it provides the Corporation with a written opinion of counsel, satisfactory to the Corporation, to the effect that (a) the Warrant is not being exercised within the United States (within the meaning of Regulation S), and the Warrant Shares are not being delivered within the United States other than in an offering deemed to meet the definition of "offshore transaction" pursuant to Rule 902(h) of Regulation S, or (b) the Warrant and the Warrant Shares are registered under the Act or an exemption from such registration is available.  

2.   Reservation of Warrant Shares . The Corporation agrees that, prior to the expiration of this Warrant, it will at all times have authorized and in reserve, and will keep available, solely for issuance or delivery upon the exercise of this Warrant, the number of Warrant Shares as from time to time shall be issuable by the Corporation upon the exercise of this Warrant.

3.   No Stockholder Rights; No Rights to Net Cash Settle . This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Corporation. In no event may this Warrant be net cash settled.

4.   Transferability of Warrant . Prior to the Termination Date and subject to compliance with applicable Federal and State securities and other laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed for transfer. Any registration rights to which this Warrant may then be subject shall be transferred together with the Warrant to the subsequent Investor.

5.   Certain Adjustments . With respect to any rights that Holder has to exercise this Warrant and convert into shares of Common Stock, Holder shall be entitled to the following adjustments:

(a)   Merger or Consolidation . If at any time there shall be a merger or a consolidation of the Corporation with or into another entity when the Corporation is not the surviving corporation, then, as part of such merger or consolidation, lawful provision shall be made so that the holder hereof shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of shares of stock or other securities or property (including cash) of the successor corporation resulting from such merger or consolidation, to which the holder hereof as the holder of the stock deliverable