Unassociated Document


    SECURITIES
PURCHASE AGREEMENT

     

    This SECURITIES PURCHASE AGREEMENT (the
“Agreement”), dated as
of October __, 2010, by and among Cytomedix, Inc., a Delaware corporation, with
headquarters located at 209 Perry Parkway, Suite 7 Gaithersburg, MD 20877 (the
“Company”), and the
investors listed on the Schedule of Buyers attached hereto (individually, a
“Buyer” and
collectively, the “Buyers”).

     

    WHEREAS:

     

    A.           The
offering and sale of the Securities (as defined below) are being made pursuant
to (i) a currently effective shelf registration statement on Form S-3, which has
at least $35,000,000 in unallocated securities registered thereunder, including
the “base” prospectus contained therein (Registration Number 333-147793) (the
“Registration
Statement”), which Registration Statement has been declared effective in
accordance with the Securities Act of 1933, as amended (the “1933 Act”), by the United
States Securities and Exchange Commission (the “SEC”), (ii) if applicable,
certain “free writing prospectuses” (as the term is defined under Rule 405 of
the 1933 Act that have been or will be filed with the SEC and delivered to each
Buyer on or prior to the date hereof, and (iii) a prospectus supplement pursuant
to Rule 424(b) under the 1933 Act (the “Prospectus Supplement” and
together with the “base” prospectus, the “Prospectus”) containing
certain supplemental information relating to the Securities and the terms of
this offering that will be filed with the SEC and delivered to each Buyer (or
made available to each Buyer by the filing by the Company of an electronic
version thereof with the SEC), along with the Company’s counterpart to this
Agreement.

    


    B.           Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and
conditions stated in this Agreement, a certain number of shares (the “Shares”) of common stock, par
value $.0001 per share, of the Company (the “Common Stock”) and warrants
(the “Warrant,”
collectively, the “Warrants”) to purchase a
certain number of shares of Common Stock in substantially the form attached
hereto as Exhibit
A, for the Purchase Price (as defined below) set forth opposite such
Buyer’s name in columns (3) and (4) on the Schedule of Buyers (which aggregate
amount for all Buyers together shall be ____ shares of
Common Stock and ____ warrants to
purchase ____
shares of Common Stock, and shall collectively be referred to herein as the
“Securities”).

     

    NOW, THEREFORE, in
consideration of the above premises and the mutual covenants contained below and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, the Company and each
Buyer hereby agree as follows:

     

    1.        
   PURCHASE AND SALE OF
SECURITIES.

     

    (a)           Purchase of
Securities.

     

    Subject
to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6
below, the Company shall issue and sell to each Buyer, and each Buyer severally,
but not jointly, agrees to purchase from the Company on the Closing Date (as
defined below) (i) the number of Shares and Warrants as is set forth
opposite such Buyer’s name in columns (3) and (4) on the Schedule of Buyers (the
“Closing”).  The
Closing shall occur on the Closing Date at the offices of the Company or such
other mutually agreeable location.

     

    (b)           Purchase Price. The
purchase price for each Share to be purchased by each Buyer at the Closing shall
be $0.40 (the “Purchase
Price”).

     

    (c)           Closing Date. The
date and time of the Closing (the “Closing Date”) shall be 11:00
a.m., EST on October __, 2010, after notification of satisfaction (or
waiver) of the conditions to the Closing set forth in Sections 5 and 6 below (or
such later time or date as is mutually agreed to by the Company and each Buyer).
As used herein, “Business
Day” means any day other than Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law to
remain closed.

    


    
      
        
        

      

      
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    (d)           Form of Payment. On
the Closing Date, (i) each Buyer shall pay its Purchase Price to the Company for
the Shares and Warrants to be issued and sold to such Buyer at the Closing, by
wire transfer of immediately available funds in accordance with the Company’s
written wire instructions, and (ii) unless otherwise instructed by the Buyer,
the Company shall cause StockTrans, Inc., the Company’s transfer agent (the
“Transfer Agent”)
through the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, to credit such aggregate number of Shares that such
Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of
the Schedule of Buyers to such Buyer’s or its designee’s balance account with
DTC through its Deposit Withdrawal Agent SEC system.  The executed
Warrant shall be delivered in accordance with the terms thereof.

     

    2.      
     REPRESENTATIONS AND
WARRANTIES OF EACH BUYER.

     

    Each
Buyer represents and warrants with respect to only itself that:

     

    (a)           The
Buyer is purchasing the Securities for its own account, in the ordinary course
of its business and the Buyer has no arrangement with any individual,
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, foreign or
domestic government (or an agency or subdivision thereof) or other entity of any
kind (each, a “Person”)
to participate in the distribution of the Securities.  The Buyer
represents that it has received the Registration Statement and the Prospectus
prior to or in connection with its receipt of this Agreement.  In
connection with its decision to purchase the Securities, the Buyer has relied
only upon the Prospectus and the documents incorporated by reference therein,
and the representations and warranties of the Company contained
herein.

    


    (b)           The
Buyer, together with its “affiliates” (as that term is
defined under Rule 405 of the 1993 Act), has not, prior to the date of this
Agreement, sold, offered to sell, solicited offers to buy, disposed of, loaned,
pledged or granted any right with respect to the Securities purchased in the
offering.  Such prohibited sales or other transactions would include,
without limitation, effecting any short sale or having in effect any short
position (whether or not such sale or position is against the box and regardless
of when such position was entered into) or any purchase, sale or grant of any
right (including, without limitation, any put or call option) with respect to
the Securities purchased in the offering made by the Prospectus.

    


    (c)           The
Buyer shall not issue any press release or make any other public announcement
relating to this Agreement unless the Buyer is advised by its counsel that such
press release or public announcement is required by law.  The Buyer
will timely make all required filings and disclosures relating to the Buyer’s
purchase of the Securities as may be required under the Securities Exchange Act
of 1934, as amended (the “1934
Act”), if any.

    


    (d)           The
Buyer has the requisite power and authority to enter into and to consummate the
transactions contemplated by this Agreement and otherwise to carry out its
obligations hereunder.  The execution and delivery of this Agreement
by the Buyer and the consummation by it of the transactions contemplated
hereunder have been duly authorized by all necessary action on the part of the
Buyer.  This Agreement has been duly executed by the Buyer and, when
delivered in accordance with the terms hereof, will constitute the valid and
binding obligation of the Buyer enforceable against the Buyer in accordance with
its terms, except as may be limited by any bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
affecting the enforcement of creditors’ rights generally or by general
principles of equity.

    


    (e)           The
Buyer understands that nothing in this Agreement or any other materials
presented to the Buyer in connection with the purchase or sale of the Securities
constitutes legal, tax or investment advice.  The Buyer has consulted
such legal, tax or investment advisors as it, in its sole discretion, deems
necessary or appropriate in connection with its purchase of the
Securities.

    


    (f)           The
Buyer hereby acknowledges that it is acting independently from any other
investor in connection with the offering, and that it is not acting as a member
of a “group” (as such term is defined in Rule 13d of the 1934 Act) with any
other investor in connection with the offering.

    


    (g)           The
Buyer hereby acknowledges and agrees that the information contained in the
Prospectus Supplement is confidential and may constitute material non-public
information concerning the Company.  The Buyer agrees not to act on or
to disclose or communicate such material non-public information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell securities of the Company. The Buyer
further acknowledges and agrees that it remains responsible for compliance with
any and all U.S. federal and state securities laws, including, without
limitation, Regulation FD.  The Buyer understands that the Company
will use its best efforts to file a Current Report on Form 8-K no later than the
open of business on October 7, 2010 making disclosures of such information as
may be required in compliance with the applicable U.S. federal and state
securities laws, rules and regulations.

     

    
      
        
        

      

      
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    3.      
     REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.

     

    The
Company hereby makes the following representations and warranties to each
Buyer:

     

    (a)           Organization and
Qualification. The Company is an entity duly organized, validly existing
and in good standing under the laws of the State of Delaware, with the requisite
power and authority to own and use its properties and assets and to carry on its
business as currently conducted. The Company is not in violation of any of the
provisions of its Certificate of Incorporation, as amended, from time to time,
Bylaws, as amended, from time to time, or other organizational or charter
documents (the “Organizational
Documents”). The Company is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not have or reasonably be expected to result
in (i) an adverse effect on the legality, validity or enforceability of any
Transaction Document (as defined below), (ii) a material and adverse effect on
the results of operations, assets, prospects, business or financial condition of
the Company, or (iii) an adverse impairment to the Company’s ability to perform
on a timely basis its obligations under any Transaction Document (any of (i),
(ii) or (iii), a “Material
Adverse Effect”).

     

    (b)           Authorization;
Enforcement. The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by each of this
Agreement and any other documents or agreements executed in connection with the
transactions contemplated hereunder (collectively, the “Transaction Documents”) and
otherwise to carry out its obligations hereunder and thereunder and to issue the
Securities in accordance with the terms hereof and thereof. The execution and
delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby,
including, without limitation, the issuance of the Securities, have been duly
authorized by all necessary action on the part of the Company and no further
action is required by the Company, its Board of Directors or its shareholders in
connection herewith and therewith. Each Transaction Document has been (or upon
delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except (a) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally, (b) as enforceability of any indemnification and contribution
provisions may be limited under the federal and state securities laws and public
policy, and (c) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.

     

    (c)           No Conflicts. The
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the issuance of the Securities) do not
and will not (i) conflict with or violate any provision of the Organizational
Documents, any certificate of designations, preferences and rights of any
outstanding series of preferred stock, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any material agreement, credit facility, note, debt or other instrument
(evidencing a Company debt or otherwise, and including, without limitation, the
Sorin Note) or other material understanding to which the Company is a party or
by which any property or asset of the Company is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the
Company is subject (including federal and state securities laws and regulations
of the NYSE Amex (the “Principal Market”) that the
Common Stock is listed or quoted for trading on the date in question, or by
which any property or asset of the Company is bound or affected; except in the
case of each of clauses (ii) and (iii), such as could not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse
Effect.

     


    
      
        
        

      

      
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    (d)           Filings, Consents and
Approvals. The Company is not required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or
registration, including, without limitation, from Sorin (collectively, “Consents”) with, any Person in
connection with the execution, delivery and performance by the Company of the
Transaction Documents, other than (i) the filing with the SEC of the Prospectus
Supplement, (ii) the application(s) to the Principal Market for the listing of
the Securities for trading thereon, if and as required, and (iv) all filings
required pursuant to Section 4(c) hereof.

     

    (e)           Issuance of the
Securities. The Securities are duly authorized and, upon issuance in
accordance with the terms hereof, will be duly and validly issued, fully paid
and nonassessable, free from all taxes, liens and charges with respect to the
issue thereof. The issuance by the Company of the Securities has been registered
under the 1933 Act and the Shares are freely transferable and tradable by the
Buyers without restriction. The Securities are being issued pursuant to the
Registration Statement. The Registration Statement is effective and available
for the issuance of the Securities thereunder and the Company has not received
any notice that the SEC has issued or intends to issue a stop-order with respect
to the Registration Statement or that the SEC otherwise has suspended or
withdrawn the effectiveness of the Registration Statement, either temporarily or
permanently, or intends or has threatened in writing to do so. The “Plan of
Distribution” section under the Registration Statement permits the issuance and
sale of the Securities hereunder. Upon receipt of the Securities, the Buyers
will have good and marketable title to such Securities.

     

    (f)           Capitalization. The
capitalization of the Company is as set forth in the Prospectus and the
Prospectus Supplement.  Except as set forth in the Prospectus
Supplement, the Company has not issued any capital stock since its most recently
filed periodic report under the 1934 Act, other than pursuant to the exercise of
employee stock options under the Company’s equity incentive plans, the issuance
of shares of Common Stock to employees pursuant to the Company’s employee stock
purchase plans and pursuant to the conversion and/or exercise of any stock or
securities (including stock options of the Company) convertible into or
exercisable or exchangeable for Common Stock (“Common Stock Equivalents”)
outstanding as of the date of the most recently filed periodic report under the
1934 Act.  No Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents.  Except as set forth in the
Prospectus Supplement or (i) as a result of the purchase and sale of the
Securities, (ii) pursuant to the Company’s equity incentive plans and
(iii) pursuant to agreements or instruments, filed as exhibits to SEC
Reports incorporated by reference into the Prospectus Supplement, as a result of
the purchase and sale of the Securities, there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company is or may become bound to
issue additional shares of Common Stock or Common Stock
Equivalents.  All of the outstanding shares of capital stock of the
Company are duly authorized and validly issued, fully paid and nonassessable. No
further approval or authorization of any stockholder, the Board of Directors or
others is required for the issuance and sale of the Securities.  There
are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or,
to the knowledge of the Company, between or among any of the Company’s
stockholders.

     

    (g)           SEC Reports. The
Company has filed all reports required to be filed by it under the 1934 Act,
including pursuant to Section 13(a) or 15(d) thereof, for the twelve months
preceding the date hereof (or such shorter period as the Company was required by
law to file such reports) (the foregoing materials being collectively referred
to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Reports prior to the expiration of any
such extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder, and none of the SEC Reports, when
filed and/or subsequently amended or restated, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The Registration
Statement and any prospectus included therein, including the Prospectus and the
Prospectus Supplement, complied in all material respects with the requirements
of the 1933 Act and the 1934 Act and the rules and regulations of the SEC
promulgated thereunder, and none of such Registration Statement or any such
prospectus, including the Prospectus, contain or contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the case of any
prospectus in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting requirements and the
rules and regulations of the SEC with respect thereto as in effect at the time
of filing or as subsequently amended or restated. Such financial statements have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may be
otherwise specified in such financial statements or the notes thereto, and
fairly present in all material respects the financial position of the Company as
of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.

     

    
      
        
        

      

      
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    (h)           Disclosure. Except
for information relating to the transactions contemplated by the Transaction
Documents, the Company confirms, covenants and warrants that neither it nor any
Person acting on its behalf has provided any of the Buyers or their agents or
counsel with any information that the Company believes constitutes material,
non-public information. Furthermore, the Company shall issue a press release
announcing the transaction and issue a Current Report on Form 8-K disclosing the
material terms hereof and including this Agreement and the Warrant as exhibits
thereto within 48 hours (including any material non-public information relating
thereto which has been provided by the Company or any Person acting on its
behalf to any of the Buyers or their agents or counsel) of the Agreement’s
execution by all parties hereto. The Company understands and confirms that the
Buyers will rely on the foregoing representations and covenants in effecting
transactions in securities of the Company. All disclosure provided to the Buyers
regarding the Company, its business and the transactions contemplated hereby,
furnished by or on behalf of the Company (including the Company’s
representations and warranties set forth in this Agreement) are true and correct
and do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not
misleading.

     

    (i)           Acknowledgment Regarding
Buyer’s Purchase of Securities. The Company acknowledges and agrees that
each Buyer is acting solely in the capacity of arm’s length purchaser with
respect to the Transaction Documents and the transactions contemplated hereby
and thereby. The Company further represents to each Buyer that the Company’s
decision to enter into the Transaction Documents has been based solely on the
independent evaluation by the Company and its representatives.

    


    (j)           Material Changes;
Undisclosed Events, Liabilities or Developments. Since the date of the
latest audited financial statements included within the SEC Reports, except as
specifically disclosed in a subsequent SEC Report filed prior to the date
hereof: (i) there has been no event, occurrence or development that has had or
that could reasonably be expected to result in a Material Adverse Effect,
including without limitation, any breach of or event of default under the Note
(ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice and (B) liabilities not
required to be reflected in the Company’s financial statements pursuant to GAAP
or disclosed in filings made with the SEC, (iii) the Company has not
altered its method of accounting, (iv) the Company has not declared or made
any dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities
to any officer, director or affiliate, except pursuant to existing Company
equity incentive plans. The Company does not have pending before the SEC any
request for confidential treatment of information. Except as set forth in the
Prospectus Supplement and for the issuance of the Securities contemplated by
this Agreement, no event, liability, fact, circumstance, occurrence or
development has occurred or exists or is reasonably expected to occur or exist
with respect to the Company and its businesses, properties, operations, assets
or financial condition, that would be required to be disclosed by the Company
under applicable securities laws.

    


    (k)           Litigation. There is
no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its assets before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or
foreign) (collectively, an “Action”) which (i) adversely
affects or challenges the legality, validity or enforceability of any of the
Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, reasonably be expected to result in a Material Adverse
Effect.  Neither the Company, nor, to the knowledge of the Company,
any director or officer thereof, is or has been the subject of any Action
involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty.  There has not been, and to
the knowledge of the Company, there is not pending or contemplated, any
investigation by the SEC involving the Company or any current or former director
or officer of the Company. The SEC has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company
under the 1934 Act or the 1933 Act.

    


    
      
        
        

      

      
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    (l)           Patents and
Trademarks. Except as set forth in Schedule 3(l) hereto, the Company has,
or has rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights,
licenses and other intellectual property rights and similar rights as described
in the SEC Reports as necessary or material for use in connection with their
respective businesses and which the failure to have could reasonably be expected
to have a Material Adverse Effect (collectively, the “Intellectual Property
Rights”).  Except as set forth in Schedule 3(o) hereto, the
Company has not received any notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights violate or infringe upon the rights of any
Person.  To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights. The Company has taken
reasonable security measures to protect the secrecy, confidentiality and value
of all of its Intellectual Property Rights, except where failure to do so could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

    


    (m)           Listing and Maintenance
Requirements.  The Common Stock is registered pursuant to Section
12(b) or 12(g) of the 1934 Act, and the Company has taken no action designed to,
or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the 1934 Act nor has the Company received
any notification that the SEC is contemplating terminating such registration.


    


    (n)           FDA.  As to
each product or product candidate of the Company described in the SEC Reports or
other product or product candidate of the Company that is subject to the
jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food,
Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company
(each such product, a “Pharmaceutical Product”), such
Pharmaceutical Product is being manufactured, packaged, labeled, tested,
distributed, sold and/or marketed by the Company in compliance with all
applicable requirements under FDCA and similar foreign or domestic laws, rules
and regulations relating to registration, investigational use, premarket
clearance, licensure, or application approval, good manufacturing practices,
good laboratory practices, good clinical practices, product listing, quotas,
labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a Material Adverse
Effect.  There is no pending, completed or, to the Company’s
knowledge, threatened, action (including any lawsuit, arbitration, or legal or
administrative or regulatory proceeding, charge, complaint, or investigation)
against the Company, and the Company has not received any notice, warning letter
or other communication from the FDA or any other Person, which (i) contests
the premarket clearance, licensure, registration, or approval of, the uses of,
the distribution of, the manufacturing or packaging of, the testing of, the sale
of, or the labeling and promotion of any Pharmaceutical Product,
(ii) withdraws its approval of, requests the recall, suspension, or seizure
of, or withdraws or orders the withdrawal of advertising or sales promotional
materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold
on any clinical investigation by the Company or any of its Subsidiaries,
(iv) enjoins production at any facility of the Company or any of commercial
or contract partners, (v) enters or proposes to enter into a consent decree
of permanent injunction with the Company or any of its commercial or contract
partners, or (vi) otherwise alleges any violation of any laws, rules or
regulations by the Company or any of its commercial or contract partners, and
which, either individually or in the aggregate, would have a Material Adverse
Effect.  The properties, business and operations of the Company and,
to the knowledge of the Company, its commercial or contract partners, have been
and are being conducted in all material respects in accordance with all
applicable laws, rules and regulations of the FDA.  The Company has
not been informed by the FDA that the FDA will prohibit the marketing, sale,
license or use in the United States of any product proposed to be developed,
produced or marketed by the Company nor has the FDA expressed any concern as to
approving or clearing for marketing any product being developed or proposed to
be developed by the Company. 

    


    4.      
     COVENANTS.

     

    (a)           Best Efforts. Each
party shall use its best efforts timely to satisfy each of the covenants and the
conditions to be satisfied by it as provided in Sections 4, 5 and 6 of this
Agreement.

     

    
      
        
        

      

      
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    (b)           Prospectus
Supplement. On or before the Closing, the Company shall have delivered
the prospectus supplement with respect to the Securities as required under and
in conformity with the 1933 Act, including Rule 424(b) thereunder.

     

    (c)           Listing.  Prior
to the Closing Date, the Company shall file and shall employ its best efforts to
secure the listing of all of the Securities upon the Principal Market to the
extent required, and shall maintain such listing of all shares of Common Stock
from time to time issuable under the terms of the Transaction Documents. The
Company shall not take any action which would be reasonably expected to result
in the delisting or suspension of the Common Stock on the Principal Market.
 The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Section 4(c).

     

    (d)           Warrant
Shares.  If all or any portion of a Warrant is exercised at a
time when there is an effective registration statement to cover the issuance of
the Warrant Shares or if the Warrant is exercised via cashless exercise, the
Warrant Shares issued pursuant to any such exercise shall be issued free of all
legends.  If at any time following the date hereof a Purchaser (or
holder) provides a notice of exercise with respect to a Warrant to the Company
and at such time the Registration Statement (or any subsequent registration
statement registering the sale of the Warrant Shares) is not effective or is not
otherwise available for the issuance of the Warrant Shares, the Company shall
immediately notify such Purchaser (or holder of the Warrants) in writing that
such registration statement is not then effective and thereafter shall promptly
notify such Purchaser (or holder) when the registration statement is effective
again and available for the issuance of the Warrant Shares (it being understood
and agreed that the foregoing shall not limit the ability of the Company to
issue, or any Purchaser to sell, any of the Warrant Shares in compliance with
applicable federal and state securities laws). 

    


    (e)           Furnishing of
Information.  Until the earlier of the time that (i) no
Purchaser owns Securities or (ii) the Warrants have terminated or expired, the
Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the 1934 Act.  As long as
any Purchaser owns Securities, if the Company is not required to file reports
pursuant to the 1934 Act, it will prepare and make publicly available in
accordance with Rule 144(c) such information as is required for the Purchasers
to sell the Securities under Rule 144.  The Company further covenants
that it will use commercially reasonable efforts to take such further action as
any Purchaser (which at such time owns any Shares or Warrants) may reasonably
request, to the extent required from time to time to enable such Person to sell
such Securities without registration under the 1933 Act, including without
limitation, within the requirements of the exemption provided by under Rule
144.

    


    (f)           Limitation on Short Sales
and Hedging Transactions.  Each Purchaser severally, and not
jointly, agrees that beginning on the date of this Agreement and ending on the
date such Purchaser no longer owns any Securities that it and its agents,
representatives and affiliates shall not in any manner whatsoever enter into or
effect, directly or indirectly, any (i) “short sale” (as such term is defined in
Section 242.200 of Regulation SHO of the 1934 Act) of the Securities or (ii)
hedging transaction, which establishes a net short position with respect to the
Securities.

    


    5.       
    CONDITIONS TO THE COMPANY’S
OBLIGATION TO SELL.

     

    The
obligation of the Company hereunder to issue and sell the Securities to each
Buyer at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are
for the Company’s sole benefit and may be waived by the Company at any time in
its sole discretion by providing each Buyer with prior written notice
thereof:

     

    (i)           Such
Buyer shall have executed this Agreement and delivered the same to the
Company.

     

    (ii)          Such
Buyer shall have delivered to the Company the Purchase Price for the Securities
being purchased by such Buyer at the Closing by wire transfer of immediately
available funds pursuant to the wire instructions provided by the
Company.

     

    (iii)         The
representations and warranties of such Buyer shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a
specific date), and such Buyer shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by such Buyer at or
prior to the Closing Date.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    6.       
    CONDITIONS TO EACH BUYER’S
OBLIGATION TO PURCHASE.

     

    The
obligation of each Buyer hereunder to purchase the Securities at the Closing is
subject to the satisfaction, at or before the Closing Date, of each of the
following conditions, provided that these conditions are for each Buyer’s sole
benefit and may be waived by such Buyer at any time in its sole discretion by
providing the Company with prior written notice thereof:

     

    (i)            The
Company shall have executed and delivered to such Buyer each of the Transaction
Documents.

     

    (ii)           The
representations and warranties of the Company shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a
specific date) and the Company shall have performed, satisfied and complied with
the covenants, agreements and conditions required by the Transaction Documents
to be performed, satisfied or complied with by the Company at or prior to the
Closing Date.

     

    (iii)          The
Common Stock (I) shall be listed on the Principal Market and (II) shall not have
been suspended, as of the Closing Date, by the SEC or the Principal Market from
trading on the Principal Market nor shall suspension by the SEC or the Principal
Market have been threatened, as of the Closing Date, either (A) in writing by
the SEC or the Principal Market or (B) by falling below the minimum listing
maintenance requirements of the Principal Market.

     

    (iv)           The
Registration Statement shall be effective and available for the issuance and
sale of the Securities hereunder and the Company shall have delivered to such
Buyer the Prospectus as required thereunder.

    


    7.           TERMINATION. In the
event that the Closing shall not have occurred with respect to a Buyer on the
Closing Date due to the Company’s or such Buyer’s failure to satisfy the
conditions set forth in Sections 5 and 6 above (and the nonbreaching party’s
failure to waive such unsatisfied condition(s)), the nonbreaching party shall
have the option to terminate this Agreement with respect to such breaching party
at the close of business on such date without liability of any party to any
other party.

     

    8.       
    MISCELLANEOUS.

     

    (a)           Governing Law;
Venue. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Delaware, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Delaware.

     

    (b)           Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.  In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.

     

    (c)           Headings. The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

     

    (d)           Severability. 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (e)           Entire Agreement;
Amendments. This Agreement supersedes all other prior oral or written
agreements between the Buyers, the Company, their affiliates and Persons acting
on their behalf with respect to the matters discussed herein, and this Agreement
and the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor any Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be amended other than by an
instrument in writing signed by the Company and the holders of the Securities,
or, if prior to the Closing Date, those Buyers listed on the Schedule of Buyers.
No provision hereof may be waived other than by an instrument in writing signed
by the party against whom enforcement is sought.

     

    (f)           Notices. 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
Business Day after deposit with an overnight courier 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

    Tel:
(240) 499-2680

    Fax:
(240) 499-2690

    Attn:
Chief Financial Officer

     

    If to a
Buyer, to its address and facsimile number set forth on the Schedule of Buyers,
with copies to such Buyer’s representatives as set forth on the Schedule of
Buyers, or to 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 five (5) 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 an overnight courier service, shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from an
overnight courier service in accordance with clause (i), (ii) or (iii) above,
respectively.

     

    (g)           No Third Party
Beneficiaries.  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.

     

    (h)           Independent Nature of
Buyers’ Obligations and Rights. The obligations of each Buyer under any
Transaction Document are several and not joint with the obligations of any other
Buyer, and no Buyer shall be responsible in any way for the performance of the
obligations of any other Buyer under any Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Buyer
pursuant hereto or thereto, shall be deemed to constitute the Buyers as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Buyers are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated by the
Transaction Documents. Each Buyer confirms that it has independently
participated in the negotiation of the transaction contemplated hereby with the
advice of its own counsel and advisors. Each Buyer shall be entitled to
independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of any other Transaction Documents,
and it shall not be necessary for any other Buyer to be joined as an additional
party in any proceeding for such purpose.

    
 

    [Signature
Page Follows]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their respective signature page to the Securities
Purchase Agreement to be duly executed as of the date first written
above.

     

    
      
        
          
            	
                    COMPANY:

                  
	 
      
	
                    CYTOMEDIX,
      INC.

                  
	 
      	 
      
	
                    By: 
      

                  	  
      	
                     

                  
	 	 	 
      
	
                    Name:

                  	 
      	
                    Martin
      Rosendale

                  
	
                    Title:

                  	 
      	
                    Chief
      Executive
Officer

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each Buyer
and the Company have caused their respective signature page to the Securities
Purchase Agreement to be duly executed as of the date first written
above.

     

    
      
        
          
            
              	
                      BUYER:

                    
	 
      
	
                      [NAME
      OF BUYER]

                    
	 
      	 
      
	
                      By:

                    	  
      	
                       
        

                    
	 	 	 
	
                      Name:

                    	 
      	 
      
	
                      Title:

                    	 
      	 
      


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

        SCHEDULE OF
BUYERS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  (1)

                                  Name of Buyer

                                  Purchasing

                                  The Securities

                                	 
      	
                                  (2)

                                  Address, Contact

                                  Person, Telephone

                                  and Facsimile Number

                                  of the Buyer

                                	 
      	
                                  (3)

                                  Number of

                                  Common Stock

                                  Purchased

                                  Hereunder

                                	 	
                                  (4)

                                  Number of

                                  Warrants

                                  Purchased

                                  Hereunder

                                	 	
                                  (5)

                                  Aggregate

                                  Purchase Price

                                
	 
      	 
      	 
      	 
      	 
      	 	 
      	 	 
      
	 
      	 
      	 
      	 
      	 
      	 	 
      	 	 
      
	 
      	 
      	 
      	 
      	 
      	 	 
      	 	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    
 

    Form
of Warrant