AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

THIS AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of August 23, 2012, by and between NEOSTEM, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), with respect to the Common Stock Purchase Agreement dated as of September 28, 2011, by and between the Company and Buyer (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Purchase Agreement.

WHEREAS, the Company and Buyer desire to amend the Common Stock Purchase Agreement dated September 28, 2011, as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Amendment hereby agree as follows:

1. Section 10(h) of the Purchase Agreement is hereby amended and restated to read in its entirety as follows:

2. Subject to NYSE MKT approval, Buyer shall receive a warrant to purchase 1,612,903 shares of the Company's restricted common stock ( the “Warrant”), upon full execution of this Amendment. The Warrant shall have an exercise price of $0.60 per share (the closing price of the Company's common stock on the date the amendment is executed), subject to adjustment, expiring five years from the date of issuance, exercisable after issuance.

3. Except as hereby specifically amended or modified, the terms of the

Purchase Agreement, as amended by this Amendment, shall remain in full force and

effect.

4. This Amendment may be executed by the parties hereto in two or more

counterparts, each of which shall be deemed to be an original and all of which

together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Buyer and the Company have caused this Amendment to the Purchase Agreement to be duly executed as of the date first written above.