REGISTRATION
RIGHTS AGREEMENT

      


      REGISTRATION RIGHTS AGREEMENT
(this "Agreement"),
dated as of October 5, 2010, by and between CYTOMEDIX. INC., a Delaware
corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND,
LLC, an Illinois limited liability
company (together with it permitted assigns, the “Buyer”).  Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement by and between the parties hereto,
dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the "Purchase
Agreement").

      


      WHEREAS:

      


      The
Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to sell to the Buyer up to Ten Million Dollars ($10,000,000) of the
Company’s Common Stock, and to induce the Buyer to enter into the Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "Securities Act"), and
applicable state securities laws.

      


      NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:

      


      1. 
         DEFINITIONS.

      


      As used
in this Agreement, the following terms shall have the following
meanings:

      


      a. 
         "Investor" means the Buyer, any
transferee or assignee thereof to whom a Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section
9.

      


      b.           "Person" means any person or
entity including but not limited to any corporation, a limited liability
company, an association, a partnership, an organization, a business, an
individual, a governmental or political subdivision thereof or a governmental
agency.

      


      c.           "Register," "registered," and "registration" refer to a
registration effected by preparing and filing one or more registration
statements of the Company in compliance with the Securities Act and pursuant to
Rule 415 under the Securities Act or any successor rule providing for offering
securities on a continuous basis ("Rule 415"), and the
declaration or ordering of effectiveness of such registration statement(s) by
the United States Securities and Exchange Commission (the "SEC").

      


      d.           "Registrable Securities" means
the Purchase Shares which have been, or which may from time to time be, issued
or issuable to the Investor upon purchases of the Available Amount under the
Purchase Agreement (without regard to any limitation or restriction on
purchases) and the Additional Commitment Shares issued or issuable to the
Investor and any shares of capital stock issued or issuable with respect to the
Purchase Shares, the Additional Commitment Shares or the Purchase
Agreement as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitation on
purchases under the Purchase Agreement.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      e.           "Registration Statement" means
a registration statement on Form S-1 or S-3 covering the sale of the
Registerable Securities.

      


      2. 
         REGISTRATION.

      


      a.           Mandatory
Registration.  The Company shall within thirty (30) Days from the
date hereof file with the SEC the Registration Statement covering the sale of
the Registerable Securities.    The Investor and its counsel shall
have a reasonable opportunity to review and comment upon such prospectus
supplement to such registration statement and any related prospectus prior to
its filing with the SEC.  Investor shall furnish all information reasonably
requested by the Company for inclusion therein.  The Company shall use its
best efforts to keep the Registration Statement effective pursuant to Rule 415
promulgated under the Securities Act and available for sales of all of the
Registrable Securities at all times until the earlier of (i) the date as of
which the Investor may sell all of the Registrable Securities without
restriction pursuant to Rule 144 under the Securities Act (or successor thereto)
or (ii) the date on which (A) the Investor shall have sold all the Registrable
Securities and no Available Amount remains under the Purchase Agreement (the
"Registration
Period").  The Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.

      


      b.           Rule 424
Prospectus.  The Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424
promulgated under the Securities Act, the prospectus and prospectus supplements,
if any, to be used in connection with sales of the Registrable Securities under
the Registration Statement.  The Investor and its counsel shall have a
reasonable opportunity to review and comment upon such prospectus prior to its
filing with the SEC. The Investor shall use its reasonable best efforts to
comment upon such prospectus within one (1) Business Day from the date the
Investor receives the final version of such prospectus.

      


      c.           Sufficient Number of Shares
Registered.  In the event the number of shares available under the
Registration Statement is insufficient to cover all of the Registrable
Securities, the Company shall amend the Registration Statement or file a new
registration statement (a ”New
Registration Statement”), so as to cover all of such Registrable
Securities as soon as practicable, but in any event not later than ten (10)
Business Days after the necessity therefor arises.  Notwithstanding the
foregoing, in any event that the Investor is deemed unable to freely resell any
of the Registrable Securities without restriction under applicable securities
laws then, at the Investor’s election, and not later than ten (10) Business Days
after such election, the Company shall file a prospectus supplement or amendment
to the Registration Statement or a New Registration Statement so that all of the
Registrable Securities may be resold by the Investor without such restrictions
and the Company shall use its reasonable best efforts to keep such registration
statement effective during the Registration Period (a “Resale Registration”). 
The Company shall use it reasonable best efforts to cause such amendment and/or
New Registration Statement filed pursuant to this Section 2(c) to become
effective as soon as practicable following the filing thereof.

      


      3. 
         RELATED
OBLIGATIONS.

      


      With
respect to the Registration Statement and whenever any Registrable Securities
are to be registered pursuant to Section 2(b) including on any New Registration
Statement, the Company shall use its reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the
following obligations:

      


      
        
           

        

        
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      a.           The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to any registration statement and the
prospectus used in connection with such registration statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep the Registration Statement or any New Registration
Statement effective at all times during the Registration Period, and, during
such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the
Registration Statement or any New Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set
forth in such registration statement.

      


      b.           The
Company shall permit the Investor to review and comment upon the Registration
Statement or any New Registration Statement and all amendments and supplements
thereto at least two (2) Business Days prior to their filing with the SEC, and
not file any document in a form to which Investor reasonably objects.  The
Investor shall use its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements
thereto within two (2) Business Days from the date the Investor receives the
final version  thereof.  The Company shall furnish to the Investor,
without charge any correspondence from the SEC or the staff of the SEC to the
Company or its representatives relating to the Registration Statement or any New
Registration Statement.

      


      c.           Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such
registration statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference and
all exhibits, (ii) upon the effectiveness of any registration statement, a copy
of the prospectus included in such registration statement and all amendments and
supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any
preliminary or final prospectus, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor.

      


      d.           The
Company shall use reasonable best efforts to (i) register and qualify the
Registrable Securities covered by a registration statement under such other
securities or "blue sky" laws of such jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction.  The Company shall promptly notify the Investor who holds
Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or "blue sky" laws of any
jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose.

      


      
        
           

        

        
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      e.           As
promptly as practicable after becoming aware of such event or facts, the Company
shall notify the Investor in writing of the happening of any event or existence
of such facts as a result of which the prospectus included in any registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, and promptly prepare a supplement or amendment to such
registration statement to correct such untrue statement or omission, and deliver
a copy of such supplement or amendment to the Investor (or such other number of
copies as the Investor may reasonably request).  The Company shall also
promptly notify the Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a registration
statement or any post-effective amendment has become effective (notification of
such effectiveness shall be delivered to the Investor by facsimile on the same
day of such effectiveness and by overnight mail), (ii) of any request by the SEC
for amendments or supplements to any registration statement or related
prospectus or related information, and (iii) of the Company's reasonable
determination that a post-effective amendment to a registration statement would
be appropriate.

      


      f.           The
Company shall use its reasonable best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of any registration statement,
or the suspension of the qualification of any Registrable Securities for sale in
any jurisdiction and, if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest possible moment and to
notify the Investor of the issuance of such order and the resolution thereof or
its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.

      


      g.           The
Company shall (i) cause all the Registrable Securities to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or (ii) secure
designation and quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section.

      


      h.           The
Company shall cooperate with the Investor to facilitate the timely preparation
and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to any registration statement
and enable such certificates to be in such denominations or amounts as the
Investor may reasonably request and registered in such names as the Investor may
request.

      


      i.           The
Company shall at all times provide a transfer agent and registrar with respect
to its Common Stock.

      


      j.           If
reasonably requested by the Investor, the Company shall (i) immediately
incorporate in a prospectus supplement or post-effective amendment such
information as the Investor believes should be included therein relating to the
sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold, the
purchase price being paid therefor and any other terms of the offering of the
Registrable Securities; (ii) make all required filings of such prospectus
supplement or post-effective amendment as soon as notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any registration statement.

      


      k.           The
Company shall use its reasonable best efforts to cause the Registrable
Securities covered by any registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to consummate the disposition of such Registrable Securities.

      


      
        
           

        

        
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      l.           Within
one (1) Business Day after any registration statement which includes the
Registrable Securities is ordered effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Investor)
confirmation that such registration statement has been declared effective by the
SEC in the form attached hereto as Exhibit A. 
Within one (1) Business Day after any New Registration Statement is ordered
effective by the SEC, the Company shall deliver, and shall cause legal counsel
for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such New Registration
Statement has been declared effective in the form attached hereto as Exhibit A-1. 
Thereafter, if requested by the Buyer at any time, the Company shall require its
counsel to deliver to the Buyer a written confirmation whether or not the
effectiveness of such registration statement has lapsed at any time for any
reason (including, without limitation, the issuance of a stop order) and whether
or not the registration statement is current and available to the Buyer for sale
of all of the Registrable Securities.

      


      m.           The
Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Company to the Investor or the disposition of the
Registrable Securities by the Investor, if applicable, pursuant to any
registration statement.

      


      4. 
         OBLIGATIONS OF THE
INVESTOR.

      


      a.           The
Company shall notify the Investor in writing of the information the Company
reasonably requires from the Investor in connection with any registration
statement hereunder.  Within two (2) business days of the Company’s
request, the Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be reasonably
required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.

      


      b.           The
Investor agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any registration
statement hereunder.

      


      c.           The
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event or existence of facts of the kind described in Section
3(f) or the first sentence of 3(e), the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any registration statement(s)
covering such Registrable Securities until the Investor's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(f) or the
first sentence of 3(e). Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to promptly deliver shares of Common Stock
without any restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to
which an Investor has entered into a contract for sale prior to the Investor's
receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(f) or the first sentence of 3(e) and for which the
Investor has not yet settled.

      


      5. 
         EXPENSES OF
REGISTRATION.

      


      All
reasonable expenses, other than sales or brokerage commissions, incurred in
connection with registrations, filings or qualifications pursuant to Sections 2
and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company, shall be paid by the Company.


      
        
           


        

        
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    6. 
         INDEMNIFICATION.

    


    a. 
         To the fullest extent permitted by law, the
Company will, and hereby does, indemnify, hold harmless and defend the Investor,
each Person, if any, who controls the Investor, the members, the directors,
officers, partners, employees, agents, representatives of the Investor and each
Person, if any, who controls the Investor within the meaning of the Securities
Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each, an
"Indemnified Person"),
against any losses, claims, damages, liabilities, judgments, fines, penalties,
charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint
or several, (collectively, "Claims") incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto ("Indemnified Damages"), to
which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact in the Registration Statement, any New Registration Statement or
any post-effective amendment thereto or in any filing made in connection with
the qualification of the offering under the securities or other "blue sky" laws
of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading, (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the
Registration Statement or any New Registration Statement  or (iv) any
material violation by the Company of this Agreement (the matters in the
foregoing clauses (i) through (iv) being, collectively, "Violations").  The
Company shall reimburse each Indemnified Person promptly as such expenses are
incurred and are due and payable, for any reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or
defending any such Claim.  Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Indemnified Person arising out of or based
upon a Violation which occurs in reliance upon and in conformity with
information about the Investor furnished in writing to the Company by such
Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement or any such amendment
thereof or supplement thereto, if such prospectus was timely made available by
the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any
superceded prospectus, shall not inure to the benefit of any such person from
whom the person asserting any such Claim purchased the Registrable Securities
that are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the
superceded prospectus was corrected in the revised prospectus, as then amended
or supplemented, if such revised prospectus was timely made available by the
Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was
promptly advised in writing not to use the incorrect prospectus prior to the use
giving rise to a violation and such Indemnified Person, notwithstanding such
advice, used it; (iii) shall not be available to the extent such Claim is based
on a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, if such prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e); and (iv)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld.  Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9.

    


    
      
         

      

      
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    b. 
         In connection with the Registration Statement
or any New Registration Statement, the Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 6(a), the Company, each of its directors, each
of its officers who signs the Registration Statement or any New Registration
Statement, each Person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act (collectively and together with an
Indemnified Person, an "Indemnified Party"), against
any Claim or Indemnified Damages to which any of them may become subject, under
the Securities Act, the Exchange Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or are based upon any Violation, in each case
to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information about the Investor set forth on
Exhibit B
attached hereto and furnished to the Company by the Investor expressly for use
in connection with such registration statement; and, subject to Section 6(d),
the Investor will reimburse any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Investor, which consent shall not be
unreasonably withheld; provided, further, however, that the Investor shall be
liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of the
sale of Registrable Securities pursuant to such registration statement. 
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall survive
the transfer of the Registrable Securities by the Investor pursuant to Section
9.

    


    c. 
         Promptly after receipt by an Indemnified
Person or Indemnified Party under this Section 6 of notice of the commencement
of any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of the
commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate fully
with the indemnifying party in connection with any negotiation or defense of any
such action or claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party
or Indemnified Person which relates to such action or claim.  The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully
apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto.  No indemnifying party shall be liable
for any settlement of any action, claim or proceeding effected without its
written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent.  No indemnifying
party shall, without the consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such claim or litigation. 
Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to
the Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.

    


    
      
         

      

      
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    d. 
         The indemnification required by this Section 6
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or Indemnified
Damages are incurred.

    


    e. 
         The indemnity agreements contained herein
shall be in addition to (i) any cause of action or similar right of the
Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to
pursuant to the law.

    


    7. 
         CONTRIBUTION.

    


    To the
extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that: (i) no seller of
Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities.

    


    8. 
         REPORTS AND DISCLOSURE UNDER
THE SECURITIES ACTS.

    


    With a
view to making available to the Investor the benefits of Rule 144 promulgated
under the Securities Act or any other similar rule or regulation of the SEC that
may at any time permit the Investor to sell securities of the Company to the
public without registration ("Rule 144"), the Company
agrees, at the Company’s sole expense, to:

    


    a.         
make and keep public information available, as those terms are understood and
defined in Rule 144;

    


    b.         
file with the SEC in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act so long as the Company
remains subject to such requirements and the filing of such reports and other
documents is required for the applicable provisions of Rule 144;
and

    


    c.         
furnish to the Investor so long as the Investor owns Registrable Securities,
promptly upon request, (i) a written statement by the Company that it has
complied with the reporting and or disclosure provisions of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested to
permit the Investor to sell such securities pursuant to Rule 144 without
registration.

    


    d.         
take such additional action as is requested by the Investor to enable the
Investor to sell the Registrable Securities pursuant to Rule 144, including,
without limitation, delivering all such legal opinions, consents, certificates,
resolutions and instructions to the Company’s Transfer Agent as may be requested
from time to time by the Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule
144.

    


    The Company agrees that damages may be
an inadequate remedy for any breach of the terms and provisions of this Section
8 and that Investor shall, whether or not it is pursuing any remedies at law, be
entitled to equitable relief in the form of a preliminary or permanent
injunctions, without having to post any bond or other security, upon any breach
or threatened breach of any such terms or provisions.

     

    
      
         

      

      
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      9. 
         ASSIGNMENT OF REGISTRATION
RIGHTS.

    

    


    The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Investor.  The Investor may not
assign its rights under this Agreement without the written consent of the
Company, other than to an affiliate of the Investor controlled by Jonathan Cope
or Josh Scheinfeld.

    


    10. 
       AMENDMENT OF REGISTRATION
RIGHTS.

    


    Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the
Investor.

    


    11. 
       MISCELLANEOUS.

     


    a. 
         A Person is deemed to be a holder of
Registrable Securities whenever such Person owns or is deemed to own of record
such Registrable Securities.  If the Company receives conflicting
instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities.

    


    b. 
         Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: 
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
(1) Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. 
The addresses and facsimile numbers for such communications shall
be:

    


    If to the
Company:

    


    Cytomedix,
Inc.

    209 Perry
Parkway, Suite 7

    Gaithersburg,
MD 20877

    Telephone: 
        240-499-2680

    Facsimile:            240-499-2690

    Attention: 
          Martin P. Rosendale

    


    With a
copy to:

    Cozen
O’Connor

    1627 I
Street, NW, Suite 1100

    Washington,
D.C. 2006

    __________

    Telephone: 
         202-912-4800

    Facsimile:            
202-912-4830

    Attention: 
           Alec Orudjev, Esq.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    If to the
Investor:

    Lincoln
Park Capital Fund, LLC

    440 N.
Wells, Suite 620

    Chicago,
IL 60654

    Telephone: 
         312-822-9300

    Facsimile:            
312-822-9301

    Attention: 
           Josh Scheinfeld/Jonathan
Cope

       

    or at
such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each
other party three (3) Business Days prior to the effectiveness of such
change.  Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     


    c. 
         Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.

    


    d. 
         The corporate laws of the State of Delaware
shall govern all issues concerning the relative rights of the Company and its
stockholders.  All other questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Illinois, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Illinois or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Illinois.   Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting the City of Chicago, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  If any provision of this Agreement shall
be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other
jurisdiction.  EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

     


    e. 
         This Agreement, and the Purchase 
Agreement constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein and therein.  This Agreement and the Purchase Agreement supersede
all prior agreements and understandings among the parties hereto with respect to
the subject matter hereof and thereof.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    f.          Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of
and be binding upon the permitted successors and assigns of each of the parties
hereto.

    


    g.        
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.

    


    h.         
This Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
agreement.  This Agreement, once executed by a party, may be delivered to
the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

    


    i.          
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated
hereby.

    


    j.          
The language used in this Agreement will be deemed to be the language chosen by
the parties to express their mutual intent and no rules of strict construction
will be applied against any party.

    


    k.         
This Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.

     


    *
* * * * *
 

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

       

    IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be duly executed as of
day and year first above written.

     

    
      
        
          
            
              
                	
                        THE
      COMPANY:

                      
	 
      
	
                        CYTOMEDIX,
      INC.

                      
	 
      
	
                        By:

                      	 
       
	
                        Name:
      Martin P. Rosendale

                      
	
                        Title:
      Chief Executive Officer

                      
	 
      
	
                        BUYER:

                      
	 
      
	
                        LINCOLN
      PARK CAPITAL FUND, LLC

                      
	
                        BY:
      LINCOLN PARK CAPITAL PARTNERS, LLC

                      
	
                        BY:
      ALEX NOAH INVESTORS, INC.

                      
	 
      
	
                        By:

                      	 
       
	
                        Name:
      Jonathan Cope

                      
	
                        Title:
      President

                      


              

            

          

        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    TO REGISTRATION RIGHTS
AGREEMENT

    


    FORM
OF NOTICE OF EFFECTIVENESS

    OF
REGISTRATION STATEMENT

    


    [Date]

    


    [TRANSFER
AGENT]

    ___________________

    ___________________

    


    Re:
[__________]

    


    Ladies
and Gentlemen:

    


    We are
counsel to CYTOMEDIX,
INC., a Delaware corporation (the “Company”), and have
represented the Company in connection with that certain Purchase Agreement,
dated as of _________, 200_ (the “Purchase Agreement”), entered
into by and between the Company and Lincoln Park Capital Fund, LLC (the “Buyer”) pursuant to which the
Company has agreed to issue to the Buyer shares of the Company's Common Stock,
par value $.0001 per share (the “Common Stock”), in an amount
up to Five  Million Five Hundred Thousand Dollars ($5,500,000) (the “Purchase Shares”), in
accordance with the terms of the Purchase Agreement. In connection with the
transactions contemplated by the Purchase Agreement, the
Company has registered with the U.S. Securities & Exchange Commission the
following shares of Common Stock:

    


    
      	
               
      

            	
              (1)

            	
              _________
      shares of Common Stock to be issued upon purchase from the Company by the
      Buyer from time to time (the “Purchase
      Shares.”).

            


    

    


    
      	
               
      

            	
              (2)

            	
              336,538
      shares of Common Stock which shall be issued to the Buyer as a commitment
      fee in connection with the purchase of Purchase Shares(the “Additional Commitment
      Shares”).

            


    

    


    Pursuant
to the Purchase Agreement, the Company also has entered into a Registration
Rights Agreement, dated as of ______, 2010, with the Buyer (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to
register the Purchase Shares, and the Additional Commitment Share under the
Securities Act of 1933, as amended (the “Securities Act”).  In
connection with the Company's obligations under the Purchase Agreement and the
Registration Rights Agreement, on _______, 200_, the Company filed a
Registration Statement (File No. 333-_________) (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) relating to the sale of
the Purchase Shares, and the Additional Commitment Shares.

    


    In
connection with the foregoing, we advise you that a member of the SEC's staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the Securities Act at _____ P.M. on
__________, 200_ and we have no knowledge, after telephonic inquiry of a member
of the SEC's staff, that any stop order suspending its effectiveness has been
issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Purchase Shares and the Additional Commitment
Shares are available for sale under the Securities Act pursuant to the
Registration Statement and may issued without any restrictive
legend.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          	
                  Very
      truly yours,

                
	
                  [Company
      Counsel]

                
	 
      
	
                  By:

                	  
      


        

      

    

     

    CC: 
           Lincoln Park
Capital Fund, LLC

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

       

    EXHIBIT
B

     


    TO REGISTRATION RIGHTS
AGREEMENT

     


    Information
About The Investor Furnished To The Company By The Investor

    Expressly
For Use In Connection With The Registration Statement

     


    As of the
date of the Purchase Agreement, Lincoln  Park Capital Fund, LLC,
beneficially owned _______ shares of common stock of the
Company.  Josh Scheinfeld and Jonathan Cope, the Managing Members of
Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the
shares of common stock owned by Lincoln Park Capital Fund.  Messrs.
Cope and Scheinfeld have shared voting and investment power over the shares
being offered under the prospectus filed with the SEC in connection with the
transactions contemplated under the Purchase Agreement.  Lincoln Park
Capital is not a licensed broker dealer or an affiliate of a licensed broker
dealer.