REGISTRATION RIGHTS AGREEMENT 


 


REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of March 31, 2014, by and among Cytomedix, Inc., a Delaware corporation (the “Company”), and those lenders
set forth on Schedule 1 to the Facility Agreement (as defined below) (each individually, a “Lender” and together, the
“Lenders”).


 


WHEREAS: 


 


A. In connection with the Facility Agreement by and among the
parties hereto of even date herewith (the “Facility Agreement”), the Company has agreed, upon the terms and subject
to the conditions contained therein, (i) to issue and sell to the Lenders Warrants (as defined below) in the amount described in
the Facility Agreement, where each of the Warrants is exercisable into shares of the Company’s common stock, $0.0001 par
value per share (the “Common Stock”), each upon the terms and conditions and subject to the limitations and conditions
set forth in the Warrants, and (ii) to issue to the Lenders Convertible Notes (as defined below) in the amounts described in the
Facility Agreement, where each of the Convertible Notes is convertible into shares of Common Stock, each upon the terms and conditions
and subject to the limitations and conditions set forth in the Convertible Notes; and


 


B. To induce the Lenders to execute and deliver the Facility
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 premises 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 Lenders hereby agree as follows:


 


1. DEFINITIONS. 


 


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


 


(i) “Additional Filing Deadline” means, with respect
to any Registration Statements that may be required pursuant to Section 2(a)(ii), (a) the first date or time that such Registrable
Securities may then be included in a Registration Statement if such Registration Statement is required because the SEC shall have
notified the Company in writing that certain Registrable Securities were not eligible for inclusion on a previously filed Registration
Statement, or (b) if such additional Registration Statement is required for a reason other than as described in (a) above, the
twentieth (20th) day following the date on which the Company first knows, or reasonably should have known, that such
additional Registration Statement is required.


 


(ii) “Additional Registration Deadline” means, with
respect to any additional Registration Statement(s) that may be required to be filed pursuant to Section 2(a)(ii), the thirtieth
(30th) day following (a) the first date or time that such Registrable Securities may then be included in a Registration
Statement if such Registration Statement is required because the SEC shall have notified the Company in writing that certain Registrable
Securities were not eligible for inclusion on a previously filed Registration Statement, or (b) if such additional Registration
Statement is required for a reason other than as described in (a) above, the fortieth (40th) day following the date
on which the Company first knows, or reasonably should have known, that such additional Registration Statement(s) is required.


 


(iii) “Buyer” means any Lender and any transferee
or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 10 hereof.


 


(iv) “Convertible Notes” means the convertible promissory
notes issued by the Company pursuant to the Facility Agreement.


 


(v) “Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any successor statute.


 




    	 



    	 



    

 


(vi) “Filing Deadline,” for each Registration Statement
required to be filed hereunder other than Section 2(a)(ii), shall mean a date that is fifteen (15) calendar days following the
later of (i) the applicable Issuance Date and (ii) the Share Authorization Date, and in the case of Section 2(a)(ii), shall mean
the Additional Filing Deadline.


 


(vii) “Person” means and includes any natural person,
partnership, joint venture, corporation, trust, limited liability company, limited company, joint stock company, unincorporated
organization, government entity or any political subdivision or agency thereof, or any other entity.


 


(viii) “Register,” “Registered,” and
“Registration” refer to a registration effected by preparing and filing a Registration Statement or Statements 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, and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities
and Exchange Commission (the “SEC”).


 


(ix) “Registrable Securities,” for a given Registration,
means (a) any shares of Common Stock (the “Warrant Shares”) issued or issuable upon exercise of or otherwise pursuant
to the Warrants (without giving effect to any limitations on exercise set forth in the Warrants), (b) any shares of Common Stock
(the “Conversion Shares”) issued or issuable upon conversion of the Convertible Notes (without giving effect to any
limitations on exercise set forth in the Convertible Notes), (c) any shares of capital stock issued or issuable as a dividend on
or in exchange for or otherwise with respect to any of the foregoing, (d) any additional shares of Common Stock issuable in connection
with any anti-dilution provisions in the Warrants or the Convertible Notes, (e) any other warrants or shares of Common Stock issuable
pursuant to the terms of the Facility Agreement (other than pursuant to Section 2.9 thereof), the Warrants, the Convertible Notes
or this Registration Rights Agreement, and (f) any securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing.


 


(x) “Registration Deadline” shall mean, other than
for purposes of the Registration Statements required under Section 2(a)(ii), the earlier of (i) the date that is forty-five (45)
days after the date that the applicable Registration Statement is actually filed or (ii) the date that is forty-five (45) days
after the applicable Filing Deadline and, with respect to any Registration Statements required to be filed under Section 2(a)(ii),
the Additional Registration Deadline.


 


(xi) “Registration Statement(s)” means a registration
statement(s) of the Company under the Securities Act required to be filed hereunder that includes all Registrable Securities required
to be included pursuant to the terms hereof.


 


(xii) “Share Authorization Date” shall mean the
first date on which the number of shares of Common Stock duly authorized for issuance under the Company’s Certificate of
Incorporation are sufficient to cover the issuance of all shares issuable upon a “Cash Exercise” of all Warrants issued
pursuant to the Facility Agreement on the Issuance Date and the full conversion of all principal amounts outstanding under all
Notes issued under the Facility Agreement on the Issuance Date (regardless of whether or not such exercises or conversions actually
occur).


 


(xiii) “Warrant(s)” means the warrants issued by
the Company pursuant to the Facility Agreement.


 


2. REGISTRATION. 


 


a. MANDATORY REGISTRATION. (i) Following the date on
which any Warrants or Convertible Notes are issued pursuant to the Facility Agreement (each, an “Issuance Date”), the
Company shall prepare, and, on or prior to the applicable Filing Deadline (as defined above) file with the SEC a Registration Statement
(the “Mandatory Registration Statement”) on Form S-1 (or, if Fom S-3 is then available, on Form S-3) covering the resale
of the Registrable Securities issued on the applicable Issuance Date, which Registration Statement, to the extent allowable under
the Securities Act and the rules and regulations promulgated thereunder (including Rule 416), shall state that such Registration
Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable (i) upon exercise of
or otherwise pursuant to the Warrants or (ii) upon conversion or otherwise pursuant to the Convertible Notes, to prevent dilution
resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of shares of Common Stock included
in such Registration Statement shall be no less than the aggregate number of (i) Warrant Shares that are then issuable upon exercise
of or otherwise pursuant to the Warrants issued on the Issuance Date, without regard to any limitation on the Buyers’ ability
to exercise the Warrants, and (ii) Conversion Shares that are then issuable upon conversion of or otherwise pursuant to the Convertible
Notes issued on the Issuance Date. Each Registration Statement (and each amendment or supplement thereto, and each request for
acceleration of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyers and their counsel prior
to its filing or other submission. The Company may seek to register for resale in the Registration Statement up to an additional
11,730,384 shares of Common Stock in the aggregate purchased by investors on the date of this Agreement and issuable upon exercise
of certain warrants issued to such investors on the date hereof as well as upon the exercise of certain placement warrants issued
on the date hereof (the “Other Shares”), but shall otherwise not include any additional securities other than the Registrable
Securities.


 




    	2



    	 



    

 


 


(ii) Without derogating or diminishing the Company’s obligations
pursuant to Sections 2(a)(i) or 3(a) or any remedies under the terms of the Warrants or the Convertible Notes, if for any reason
the SEC does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section
2(a)(i) above, or for any other reason any Registrable Securities are not then included in a Registration Statement filed under
this Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline,
file with the SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by
an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Without
derogating or diminishing the Company’s obligations under this Agreement or any remedies under the terms of the Warrants
or the Convertible Notes, if the SEC imposes a limitation on the number of shares permitted to be registered on a Registration
Statement, the number of shares to be registered on such Registration Statement or additional Registration Statement, as applicable,
shall be reduced in the following order of priority: (i) Other Shares, and (ii) all Registrable Securities on a pro rata basis
based on the number of Registrable Securities registered for each Buyer.


 


3. OBLIGATIONS OF THE COMPANY. In connection with the
registration of the Registrable Securities, the Company shall have the following obligations:


 


a. The Company shall prepare promptly, and file with the SEC,
no later than the Filing Deadline, a Registration Statement with respect to the number of Registrable Securities provided in Section
2(a), and thereafter shall cause each such Registration Statement relating to Registrable Securities to become effective no later
than the Registration Deadline, and shall keep the Registration Statement current and effective pursuant to Rule 415 at all times
until such date as is the earlier of (i) the date on which all of the Registrable Securities for such Registration Statement have
been sold and (ii) the date on which all of the Registrable Securities for such Registration Statement (in the opinion of counsel
to the Buyers) may be immediately sold to the public without registration or restriction (including without limitation as to volume
by each holder thereof) under the Securities Act (the “Registration Period”), which Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein), except for information provided by a Buyer or any transferee
of a Buyer pursuant to Section 4(a), 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 not misleading.


 


b. The Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with
each Registration Statement as may be necessary to keep each Registration Statement current and 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 each Registration Statement until such time as all of such Registrable
Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set
forth in each Registration Statement. In the event that on any Trading Day (as defined below) (the “Registration Trigger
Date”) the number of shares available under the Registration Statements filed pursuant to this Agreement is insufficient
to cover all of the Registrable Securities issued or issuable upon exercise of or otherwise pursuant to the Warrants or the Convertible
Notes, including, without limitation, any additional shares of Common Stock issued in connection with any anti-dilution provisions
contained in the Warrants or Convertible Notes, without giving effect to any limitations on the Buyers’ ability to exercise
the Warrants or convert the Convertible Notes, the Company shall amend the Registration Statements, or file a new Registration
Statement (on the short form available therefore, if applicable), or both, so as to cover the total number of Registrable Securities
so issued or issuable (without giving effect to any limitations on exercise contained in the Warrants or limitations on conversion
contained in the Convertible Notes) as of the Registration Trigger Date as soon as practicable, but in any event within twenty
(20) days after the Registration Trigger Date (based on the Exercise Price (as defined in the Warrants) of the Warrants, and other
relevant factors on which the Company reasonably elects to rely). The Company shall cause such amendment and/or new Registration
Statement to become effective within sixty (60) days of the Registration Trigger Date or as promptly as practicable in the event
the Company is required to increase its authorized shares. “Trading Day” shall mean any day on which the Common Stock
is traded for any period on the OTC Bulletin Board, or on the principal securities exchange or other securities market on which
the Common Stock is then being traded.


 




    	3



    	 



    

 


c. The Company shall furnish to each Buyer and its legal counsel
(i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of each
Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto,
and, in the case of a Registration Statement referred to in Section 2(a), each letter written by or on behalf of the Company to
the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to
such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought
confidential treatment), and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments
and supplements thereto and such other documents as a Buyer may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Buyer. The Company will immediately notify the Buyers by facsimile of the effectiveness of
each Registration Statement or any post-effective amendment. The Company will promptly respond to any and all comments received
from the SEC, with a view towards causing each Registration Statement or any amendment thereto to be declared effective by the
SEC as soon as practicable and shall file an acceleration request as soon as practicable, but no later than three (3) business
days, following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such
Registration Statement or any amendment thereto will not be subject to review.


 


d. The Company shall use its best efforts to (i) register and
qualify, in any jurisdiction where registration and/or qualification is required, the Registrable Securities covered by the Registration
Statements under such other securities or “blue sky” laws of such jurisdictions in the United States as the Buyers
shall reasonably request, (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.


 


e. As promptly as practicable after becoming aware of such event,
the Company shall notify each Buyer of the happening of any event, of which the Company has knowledge, 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 not misleading, and use its
best efforts promptly to prepare a supplement or amendment to any Registration Statement to correct such untrue statement or omission,
and deliver such number of copies of such supplement or amendment to each Buyer as such Buyer may reasonably request.


 


f. The Company shall use its best efforts to prevent the issuance
of any stop order or other suspension of effectiveness of any Registration Statement, and, if such an order is issued, to obtain
the withdrawal of such order at the earliest possible moment and to notify each Buyer who holds Registrable Securities being sold
(or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof.


 


g. The Company shall permit a single firm of counsel designated
by the Buyers to review such Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration
or effectiveness thereof), at Buyers’ own cost, a reasonable period of time prior to their filing with the SEC (not less
than five (5) business days but not more than eight (8) business days) and not file any documents in a form to which such counsel
reasonably objects and will not request acceleration of such Registration Statement without prior notice to such counsel.


 




    	4



    	 



    

h. The Company shall hold in confidence and not make any disclosure
of information concerning a Buyer provided to the Company unless (i) disclosure of such information is necessary to comply with
federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court
or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other
than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure
of such information concerning such Buyer is sought in or by a court or governmental body of competent jurisdiction or through
other means, give prompt notice to the Buyer prior to making such disclosure, and allow such Buyer, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


i. The Company shall cause all the Registrable Securities covered
by each Registration Statement 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, and, if listed on a national exchange, to arrange for market makers to register with the Financial Industry Regulatory
Authority, Inc. (“FINRA”) as such with respect to such Registrable Securities.


 


j. The Company shall provide a transfer agent and registrar,
which may be a single entity, for the Registrable Securities not later than the effective date of the initial Registration Statement.


 


k. The Company shall cooperate with each Buyer who holds Registrable
Securities being offered and the managing underwriter or underwriters with respect to an applicable Registration Statement, if
any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable
Securities to be offered pursuant to such Registration Statement and enable such certificates to be in such denominations or amounts,
as the case may be, as the managing underwriter or underwriters, if any, or the Buyer may reasonably request and registered in
such names as the managing underwriter or underwriters, if any, or the Buyer may request, and, within three (3) business days after
a Registration Statement which includes Registrable Securities is ordered effective by the SEC, the Company shall deliver, and
shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registrable Securities (with copies
to each Buyer) an appropriate instruction and an opinion of such counsel in the form required by the transfer agent in order to
issue the Registrable Securities free of restrictive legends.


 


l. At the request of a Buyer, the Company shall prepare and
file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and any prospectus
used in connection with the Registration Statement as may be necessary in order to change the plan of distribution set forth in
such Registration Statement.


 


m. The Company shall not, and shall not agree to, allow the
holders of any securities of the Company to include any of their securities in any Registration Statement under Section 2(a) hereof
or any amendment or supplement thereto under Section 3(b) hereof without the consent of the Buyers. In addition, the Company shall
not offer any securities for its own account or the account of others in any Registration Statement under Section 2(a) hereof or
any amendment or supplement thereto under Section 3(b) hereof without the consent of the Buyers.


 


n. The Company shall take all other reasonable actions necessary
to expedite and facilitate disposition by the Buyers of Registrable Securities pursuant to a Registration Statement.


 


o. The Company shall comply with all applicable laws related
to a Registration Statement and offering and sale of securities and all applicable rules and regulations of governmental authorities
in connection therewith (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated
by the SEC).


 


p. If required by the Financial Industry Regulatory Authority,
Inc. Corporate Financing Department, the Company shall promptly effect a filing with FINRA pursuant to FINRA Rule 5110 with respect
to the public offering contemplated by resales of securities under the Registration Statement (an “Issuer Filing”),
and pay the filing fee required by such Issuer Filing. The Company shall use commercially reasonable efforts to pursue the Issuer
Filing until FINRA issues a letter confirming that it does not object to the terms of the offering contemplated by the Registration
Statement.


 




    	5



    	 



    

 


4. OBLIGATIONS OF THE BUYER. In connection with the registration
of the Registrable Securities, each Buyer shall have the following obligations:


 


a. It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a Buyer that such
Buyer 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. At least
five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Buyer
of the information the Company requires from such Buyer. Any such information 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 not misleading.


 


b. Each Buyer, by such Buyer’s acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and
filing of a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the Buyer’s election
to exclude all of the Buyer’s Registrable Securities from such Registration Statement.


 


c. [RESERVED]


 


d. Each Buyer agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(e) or 3(f), the Buyer will immediately discontinue disposition
of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Buyer’s receipt
of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the Company,
the Buyer shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in the Buyer’s possession, of the prospectus covering such Registrable Securities current at the
time of receipt of such notice.


 


5. Registration
Failure. In the event of a Registration Failure (as defined in the Warrants and the Convertible Notes), the Buyers shall
be entitled to Failure Payments (as defined in the Warrants) and such other rights as set forth in the Warrants and the Convertible
Notes.


 


6. EXPENSES OF REGISTRATION. All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting fees,
and the fees and disbursements of counsel for the Company shall be borne by the Company.


 


7. INDEMNIFICATION. In the event any Registrable Securities
are included in a Registration Statement under this Agreement:


 


a. The Company will indemnify, hold harmless and defend (i)
each Buyer, (ii) the directors, officers, partners, managers, members, employees, agents and each Person who controls any Buyer
within the meaning of the Securities Act or the Exchange Act, if any, (iii) any underwriter (as defined in the Securities Act)
for each Buyer in connection with an underwritten offering pursuant to Section 2(b) hereof, and (iv) the directors, officers, partners,
employees and each Person who controls any such underwriter within the meaning of the Securities Act or the Exchange Act, if any
(each, an “Indemnified Person”), against any joint or several losses, claims, damages, liabilities or expenses (collectively,
together with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened,
in respect thereof, “Claims”) to which any of them may become subject insofar as such Claims arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or the omission or alleged
omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading; (ii)
any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or 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; or (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 (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”).
The Company shall reimburse the 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 7(a) shall not apply to a Claim
arising out of or based upon a Violation to the extent that such Violation occurs in reliance upon and in conformity with information
furnished in writing to the Company by any Indemnified Person for use in connection with the preparation of such Registration Statement
or any such amendment thereof or supplement thereto. 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 Buyer pursuant
to Section 10.


 




    	6



    	 



    

 


b. Promptly after receipt by an Indemnified Person under this
Section 7 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a
Claim in respect thereof is to be made against the Company under this Section 7, deliver to the Company a written notice of the
commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume
control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnified Person, as the case may be.


 


PROVIDED, HOWEVER, that an Indemnified Person shall have
the right to retain its own counsel with the reasonable fees and expenses to be paid by the Company, if, in the reasonable opinion
of counsel for the Buyer, the representation by such counsel of the Indemnified Person and the Company would be inappropriate due
to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such
proceeding. The Company shall pay for only one separate legal counsel for the Indemnified Persons, and such legal counsel shall
be selected by Buyers. The failure to deliver written notice to the Company within a reasonable time of the commencement of any
such action shall not relieve the Company of any liability to the Indemnified Person under this Section 7, except to the extent
that the Company is actually prejudiced in its ability to defend such action. The indemnification required by this Section 7 shall
be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage
or liability is incurred and is due and payable.


 


c. Each Buyer will indemnify, hold harmless and defend (i) the
Company, and (ii) the directors, officers, partners, managers, members, employees, or agents of the Company, if any (each,
a “Company Indemnified Person”), against any joint or several losses, claims, damages, liabilities or expenses (collectively,
together with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened,
in respect thereof, “Indemnity Claims”) to which any of them may become subject insofar as such Claims arise out of
or are based upon 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, which occurs due to the inclusion by the Company in a Registration Statement of false or misleading information about
a Buyer, where such information was furnished in writing to the Company by such Buyer for the purpose of inclusion in such Registration
Statement. Notwithstanding anything herein to the contrary, the indemnity agreement contained in this Section 7(c) shall not
apply to amounts paid in settlement of any Indemnity Claim if such settlement is effected without the prior written consent of
the Buyers which consent shall not be unreasonably withheld or delayed; and provided, further, however, that a Buyer shall
be liable under this Section 7(c) for only that amount of an Indemnity Claim as does not exceed the net amount of proceeds
received by such Buyer as a result of the sale of Registrable Securities pursuant to such Registration Statement.


 


d. Promptly after receipt by a Company Indemnified Person under
this Section 7 of notice of the commencement of any action (including any governmental action), such Company Indemnified Person
shall, if an Indemnity Claim in respect thereof is to be made against a Buyer under this Section 7, deliver to such Buyer
a written notice of the commencement thereof, and such Buyer shall have the right to participate in, and, to the extent such Buyer
so desires, to assume control of the defense thereof with counsel mutually satisfactory to such Buyer and the Company Indemnified
Person, as the case may be.


 


8. CONTRIBUTION. To the extent any
indemnification by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 7 to the fullest extent permitted by law, based upon a comparative
fault standard.


 




    	7



    	 



    

 


 


9. REPORTS UNDER THE 1934 ACT. With
a view to making available to the Buyers 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 Buyers to sell securities of the Company to the public without registration
the Company agrees 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. so long as the Buyers own Registrable Securities,
promptly upon request, furnish to the Buyers (i) a written statement by the Company that it has complied with the reporting requirements
of the Securities Act and the Exchange Act as required for applicable provisions of Rule 144, (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 Buyers to sell such securities pursuant to Rule 144 without registration.


 


10. ASSIGNMENT OF REGISTRATION RIGHTS.
The rights under this Agreement shall be automatically assignable by each Buyer to any transferee of all or any portion of
the Registrable Securities if: (i) the Buyer agrees in writing with the transferee or assignee to assign such rights, and
a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is,
within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such
transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned,
and (iii) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence, the
transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In the event that
a Buyer transfers all or any portion of its Registrable Securities pursuant to this Section, the Company shall have at least ten
(10) days to file any amendments or supplements necessary to keep a Registration Statement current and effective pursuant to Rule 415,
and the commencement date of any Event of Failure (as defined in the Warrants) or Event of Default (as defined in the Warrants
and the Convertible Notes) under the Warrants or the Convertible Notes caused thereby will be extended by ten (10) days.


 


11. 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 written consent of the Company and the holders of a majority in interest of then-outstanding
Registrable Securities. Any amendment or waiver effected in accordance with this Section 11 shall be binding upon each of
the Buyers and the Company.


 


12. MISCELLANEOUS.


 


a. A Person is deemed to be a holder of Registrable
Securities whenever such Person owns of record or beneficially through a “street name” holder 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.


  




    	8



    	 



    

 


b. Any notices required or permitted to be
given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally or
by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed
in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized
overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:


 


If to the Company:


 


Cytomedix, Inc.


209 Perry Parkway, Suite 7


Gaithersburg, MD 20877


Fax: (240) 499-2690 


Attn: Steven A. Shallcross, Executive VP, CFO


 


With copy to:


 


Schiff Hardin LLP


901 K Street NW


Suite 700


Washington, DC 20001


Fax: (202) 778-6460


Attn: Alec Orudjev, Esq.


 


If to a Buyer:


 


c/o Deerfield Mgmt, L.P.


780 Third Avenue, 37th Floor


New York, New York 10017


Fax: (212) 599-1248


Attn: James E. Flynn


 


With a copy to:


 


Katten Muchin Rosenman LLP


575 Madison Avenue


New York, New York 10022


Fax: (212) 940-8776


Attn: Mark I. Fisher, Esq.


Elliot Press, Esq.


 


Each party shall provide notice to the other party of any change
in address.


 


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. Governing Law. All questions concerning
the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan 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 improper or is an inconvenient venue for
such proceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for 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 other manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall
commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.


 




    	9



    	 



    

 


e. This Agreement, the Warrants, the Convertible
Notes and the Facility Agreement (including all schedules and exhibits thereto) 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, the Warrants, the Convertible Notes and the Facility
Agreement supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof
and thereof.


 


f. Subject to the requirements of Section 10
hereof, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto,
and the provisions of Sections 7 and 8 hereof shall inure to the benefit of, and be enforceable by, each Indemnified Person and
Company Indemnified Person (as applicable).


 


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 two or
more 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 or other electronic 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 Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyers by vitiating the intent and purpose of the transactions
contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for breach of its obligations hereunder will
be inadequate and agrees, in the event of a breach or threatened breach by the Company of any of the provisions hereunder, that
the Buyers shall be entitled, in addition to all other available remedies in law or in equity, to an injunction or injunctions
to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, without
the necessity of showing economic loss and without any bond or other security being required.


 


k. 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.


 


l. In the event that any provision of this
Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision
hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
hereof.


 


m. In the event a Buyer shall sell or otherwise
transfer any of such holder’s Registrable Securities, each transferee shall be allocated a pro rata portion of the number
of Registrable Securities included in a Registration Statement for such transferor.


 


n. There shall be no oral modifications or
amendments to this Agreement. This Agreement may be modified or amended only in writing.


 


[Remainder of page left intentionally
blank]


 


[Signature page follows]


 




    	10



    	 



    

 


IN WITNESS WHEREOF, the undersigned Buyers
and the Company have caused this Registration Rights Agreement to be duly executed as of the date first written above.


  


	COMPANY:	 	BUYERS:
	 	 	 	 
	CYTOMEDIX, INC.	 	DEEFIELD PRIVATE DESIGN FUND II, L.P.
	 	 	 	By: Deerfield Mgmt., L.P. its General Partner
	By:	/s/ Martin Rosendale	 	By: J.E. Flynn Capital, LLC, its General Partner
	Name:	/s/ Martin Rosendale 	 	 	 
	Title:	Chief Executive Officer 	 	By:	/s/ David J. Clark 
	 	 	 	Name:	David J. Clark 
	 	 	 	Title:	General Counsel & Authorized Signatory 


 


	 	DEEFIELD PRIVATE DESIGN INTERNATIONAL II, L.P.
	 	By: Deerfield Mgmt., L.P. its General Partner
	 	By: J.E. Flynn Capital, LLC, its General Partner
	 	 	 
	 	By:	/s/ David J. Clark 
	 	Name:	David J. Clark 
	 	Title:	General Counsel & Authorized Signatory 
	 	 	 
	 	DEEFIELD SPECIAL SITUATIONS FUND, L.P.
	 	By: Deerfield Mgmt., L.P. its General Partner
	 	By: J.E. Flynn Capital, LLC, its General Partner
	 	 	 
	 	By:	/s/ David J. Clark 
	 	Name:	David J. Clark 
	 	Title:	General Counsel & Authorized Signatory 
	 	 	 
	 	DEEFIELD SPECIAL SITUATIONS INTERNATIONAL MASTER FUND, L.P.
	 	By: Deerfield Mgmt., L.P. its General Partner
	 	By: J.E. Flynn Capital, LLC, its General Partner
	 	 	 
	 	By:	/s/ David J. Clark 
	 	Name:	David J. Clark 
	 	Title:	General Counsel & Authorized Signatory 













  


 [Signature Page to Registration Rights Agreement]