FOR
ACCREDITED INVESTORS ONLY

     

    FORM
OF SUBSCRIPTION DOCUMENTS AND INSTRUCTIONS

    


    INSTRUCTIONS

    


    The
following documents must be completed in accordance with the instructions set
forth below and must be executed in order to determine whether you are an
“accredited investor” as such term is defined in the Securities Act of 1933, as
amended, and, if so accredited, in order to subscribe for the purchase of
certain securities (the “Securities”) of
Cytomedix, Inc., a Delaware corporation (the “Company”), consisting
of: (i) shares of its 10% Series D Convertible Preferred Stock and (ii) a
warrant to purchase shares of Common Stock (a “Warrant”). Each
Warrant shall be exercisable for the number of shares of Common Stock set forth
in the Warrant at a price of $___ per share (or 110% of the 10 day volume
weighted average price preceding the closing of this Offering) for 5 years after
the Closing.

     

    1.           Instructions.

    


    (a)       
Subscription Agreement and
Registration Rights Agreement.   Be sure to carefully and
fully read the Subscription Agreement and the Registration Rights Agreement, and
execute the signature pages which are applicable to you. On the appropriate
signature pages, you must sign, print your name (or the name of the entity on
whose behalf you are signing), address and social security or tax identification
number where indicated, and indicate the number of Securities subscribed for,
the date of execution and the manner in which title to the Securities will be
held.

    


    (b)       
Confidential Investor
Questionnaire. Be sure to carefully and fully read the Confidential
Investor Questionnaire attached as Exhibit A to
Subscription Agreement. On the signature page of the Confidential Investor
Questionnaire, you must sign and print your name (or the name of the entity on
whose behalf you are signing) where indicated.

    


    2.           Return of
Documents.  Originals of the signed Subscription Agreement and
Confidential Investor Questionnaire should be delivered to the following
address:

    


    Cytomedix,
Inc.

    416
Hungerford Drive, Suite 330

    Rockville,
MD 20850

    Attention:  Andrew
Maslan, CFO

    Fax:
(240) 499-2690

    


    3.           Payment.  Contemporaneously
with the execution and delivery of the Subscription Agreement and the
Confidential Investor Questionnaire, payment of the purchase price may be made
by wire transfer of immediately available funds, to Cytomedix, Inc., as
follows:

    


    (see
separate wire transfer attachment)

    


    If you
should have any questions, please contact Andrew Maslan, CFO of the Company, at
the Company’s  principal executive offices located at 416 Hungerford
Drive, Suite 330, Rockville, MD 20850, or by telephone at (240)
499-2680.


    
      
         


      

      
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    PLEASE
PRINT:

    


    NAME OF SUBSCRIBER:                      ____________________________________

     

    AGGREGATE PURCHASE PRICE:      $________________

    


    SUBSCRIPTION
AGREEMENT

    


    This
Subscription Agreement, including Addendum A thereto (this
“Agreement”) is
being delivered to you in connection with your investment in Cytomedix, Inc., a
Delaware corporation, whose shares of common stock (the “Common Stock”) are
currently traded on the NYSE Amex LLC under the symbol “GTF.BC” (“the
Company”).  The Company is conducting a private placement (the
“Offering”) of
its securities (the “Securities”),
consisting of (i) shares of the 10% Series D Convertible Preferred Stock (the
“Preferred
Stock”) and (ii) a warrant to purchase shares of Common Stock (a “Warrant”).  Each
Warrant shall be exercisable for the number of shares of Common Stock set forth
in the Warrant at a price per share equal to 110% of the 10 day volume weighted
average price preceding the closing of the Offering and for 5 years after the
Closing.

    


    All funds
received in the Offering prior to the Closing (as defined below) shall be, upon
fulfillment of the other conditions precedent set forth herein, delivered to the
Company, at which time the Preferred Stock and the Warrants subscribed for shall
be delivered, subject to the terms and provisions hereof and as further
described below, to you.

    


    1.            
Subscription and Purchase
Price

    


    (a)           Subscription. Subject
to the conditions set forth in Section 2 hereof, the
undersigned hereby subscribes for and agrees to purchase that number of shares
of the Preferred Stock as set forth on the Signature Page to this Agreement on
the terms and conditions described herein. The principal dollar amount of the
undersigned’s investment hereunder is $________; the undersigned shall also be
entitled to receive a number of Warrants calculated as fifty percent (50)% of
the number of shares of Common Stock into which the Preferred Stock is
convertible at the Conversion Price (as the term is defined under the
Certificate of Designation of Relative Rights, Preferences and Other
Distinguishing Characteristics of the 10% Series D Convertible Preferred
Stock).

    


    (b)           Purchase of
Securities. The undersigned understands and acknowledges that the
purchase price to be remitted to the Company in exchange for the Securities
shall be $___________, for an aggregate purchase price as set forth on Page 9
hereof (the “Aggregate
Purchase Price”). The undersigned’s delivery of this Agreement to the
Company shall be accompanied by payment, to the Company, of the Aggregate
Purchase Price, payable in United States dollars, by wire transfer of
immediately available funds.  The undersigned understands and agrees
that, subject to Section 2 hereof and
applicable laws, by executing this Agreement, he, she or it is entering into a
binding agreement.

    


    2.            
Acceptance, Offering
Term and Closing Procedures

    


    (a)           Acceptance or
Rejection. The obligation of the undersigned to purchase the Securities
shall, subject to the investor accreditation process, applicable securities laws
and the closing conditions contained in Section 6 hereof, be
irrevocable and the undersigned shall be legally bound to purchase the
Securities subject to the terms set forth in this Agreement.  The
undersigned understands and agrees that the Company reserves the right to reject
this subscription for Securities in whole or in part in any order at any time
prior to the Closing if, in its reasonable judgment, it deems such action to be
in the best interest of the Company, notwithstanding the undersigned’s prior
receipt of notice of acceptance of the undersigned’s subscription. In the event
of rejection of this subscription by the Company in accordance with this Section 2, or the
sale of the Securities is not consummated by the Company for any reason, this
Agreement and any other agreement entered into between the undersigned and the
Company relating to the undersigned’s subscription for Securities shall
thereafter have no force or effect, and the Company shall promptly return or
cause to be returned to the undersigned the Aggregate Purchase Price remitted to
the Company, without interest thereon or deduction therefrom.


    
      
         


      

      
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    (b)           Closing/Offering
Term. The subscription period for the Offering will begin as of April _,
2010. The closing of the Offering (the “Closing”) will occur
upon the earlier to occur of: (i) receipt of acceptable subscriptions equal to
at least Two Million ($2,000,000) or (ii) April __, 2010. The Offering will
terminate on April _, 2010, unless extended without notice by the
Company for no more than two 30 day periods thereafter.

    


    (c)           The
Company has retained and appointed Maxim Group LLC (“Maxim”) to act as its
exclusive placement agent (with right to retain subagents), on a “best efforts”
basis with respect to this Offering. Under the terms of our engagement letter
with Maxim, in connection with this Offering Maxim may be entitled to (i) a
commission of 8% of the gross proceeds received by the Company payable in cash
on the closing date(s); (ii) a warrant to purchase the number of shares of the
Company common stock equal to 4% of the number of shares of Common Stock
underlying the securities issued in this Offering, and (iii) certain
reimbursement of various offering related expenses in the amount not to exceed
$50,000.

    


    3.            
Investor’s
Representations and Warranties

    


    The
undersigned hereby acknowledges, agrees with and represents and warrants to the
Company, as follows:

    


    (a)           The
undersigned has full power and authority to enter into and deliver this
Agreement and to perform the obligations hereunder, and the execution, delivery
and performance of this Agreement has been duly authorized, if applicable, and
this Agreement constitutes a valid and legally binding obligation of the
undersigned.

    


    (b)           The
undersigned acknowledges his, her or its understanding that the offering and
sale of the Preferred Stock, the Warrants and the shares of common stock
underlying such Securities (the “Underlying
Securities”) is intended to be exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”), by
virtue of Section 4(2) of the Securities Act and the provisions of Regulation D
promulgated thereunder (“Regulation D”). In
furtherance thereof, the undersigned represents and warrants to the Company as
follows:

    


    (i)           The
undersigned realizes that the basis for the exemption from registration may not
be available if, notwithstanding the undersigned’s representations contained
herein, the undersigned is merely acquiring the Securities for a fixed or
determinable period in the future, or for a market rise, or for sale if the
market does not rise. The undersigned does not have any such
intention.

    


    (ii)          The
undersigned is acquiring the Securities solely for the undersigned’s own
beneficial account, for investment purposes, and not with view to, or resale in
connection with, any distribution of the Securities.

    


    (iii)     
   The undersigned has the financial ability to bear the economic
risk of his, her or its investment, has adequate means for providing for its
current needs and contingencies, and has no need for liquidity with respect to
the investment in the Company.

    


    (iv)      
  The undersigned and the undersigned’s attorney, accountant,
purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have
received, carefully reviewed and understand the information contained in various
documents and agreements provided by the Company, together with all appendices
and exhibits thereto (as such documents may be amended or supplemented, the
“Transaction Documents”), relating to the Offering.


    
      
         


      

      
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    (v)         The
undersigned (together with his, her or its Advisors, if any) has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of the prospective investment in the Securities. If other
than an individual, the undersigned also represents it has not been organized
solely for the purpose of acquiring the Securities.

     

    (c)           The
information in the Confidential Investor Questionnaire attached hereto as Exhibit A and
completed and executed by the undersigned is true and accurate in all respects,
and the undersigned is an “accredited investor,” as that term is defined in Rule
501(a) of Regulation D.

    


    (d)           The
undersigned is not relying on the Company or its affiliates or agents with
respect to economic considerations involved in this investment. The undersigned
has relied on the advice of, or has consulted with, only his, her or its
Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of
an investment in the Securities, and each Advisor, if any, has disclosed to the
undersigned in writing (a copy of which is annexed to this Agreement) the
specific details of any and all past, present or future relationships, actual or
contemplated, between the Advisor or any affiliate or sub-agent
thereof.

    


    (e)           The
undersigned represents, warrants and agrees that he, she or it will not sell or
otherwise transfer the Securities without registration under the Securities Act
or an exemption therefrom, and fully understands and agrees that the undersigned
must bear the economic risk of his, her or its purchase because, among other
reasons, the Securities have not been registered under the Securities Act or
under the securities laws of any state and, therefore, cannot be resold,
pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Securities Act and under the applicable securities laws of
such states, or an exemption from such registration is available. In particular,
the undersigned is aware that the Securities (including the Underlying
Securities) are “restricted securities,” as such term is defined in Rule 144
promulgated under the Securities Act (“Rule 144”), and they
may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144
are met. The undersigned also understands that, except as otherwise provided in
Section 4
hereof, the Company is under no obligation to register the Securities on his,
her or its behalf or to assist them in complying with any exemption from
registration under the Securities Act or applicable state securities laws. The
undersigned understands that any sales or transfers of the Securities are
further restricted by state securities laws and the provisions of this
Agreement.

    


    (f)           The
undersigned understands and agrees that the certificates for the Securities
shall bear substantially the following legend until (i) the Securities
(including the Underlying Securities) shall have been registered under the
Securities Act and effectively disposed of in accordance with a registration
statement that has been declared effective or (ii) in the opinion of counsel for
the Company, the Securities (including the Underlying Securities) may be sold
without registration under the Securities Act, as well as any applicable “blue
sky” or state securities laws:

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.


    
      
         


      

      
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    (g)           No
representations or warranties have been made to the undersigned by the Company
or any of its respective officers, employees, counsel, agents, sub-agents,
affiliates or subsidiaries, other than any representations of the Company
contained in the transaction agreements in connection with the Offering, and in
subscribing for the Securities the undersigned is not relying upon any
representations other than those contained in the transaction agreements in
connection with the Offering.

    


    (h)           The
undersigned understands and acknowledges that his, her or its purchase of the
Securities is a speculative investment that involves a high degree of risk and
the potential loss of the undersigned’s entire investment and has carefully read
and considered the matters set forth in the agreements in connection with the
Offering, and, in particular, acknowledges that the Company has a limited
operating history.

    


    (i)  
         The undersigned’s overall
commitment to investments that are not readily marketable is not
disproportionate to the undersigned’s net worth, and an investment in the
Securities will not cause such overall commitment to become
excessive.

     

    (j)    
       Neither the U.S. Securities and
Exchange Commission (the “SEC”) nor any state
securities commission has approved the Underlying Securities or passed upon or
endorsed the merits of the Offering or confirmed the accuracy or determined the
adequacy of the agreements in connection with the Offering. The agreements in
connection with the Offering have not been reviewed by any federal, state or
other regulatory authority. Any representation to the contrary is a
crime.

    


    (k)           The
undersigned and his, her or its Advisors, if any, have had a reasonable
opportunity to ask questions of and receive answers from a person or persons
acting on behalf of the Company concerning the offering of the Securities and
the business, financial condition, results of operations and prospects of the
Company, and all such questions have been answered to the full satisfaction of
the undersigned and his, her or its Advisors, if any.

    


    (l)         
  The undersigned is unaware of, is in no way relying on, and did not
become aware of the offering of the Securities through or as a result of, any
form of general solicitation or general advertising including, without
limitation, any article, notice, advertisement or other communication published
in any newspaper, magazine or similar media or broadcast over television or
radio, or electronic mail over the Internet, in connection with the offering and
sale of the Securities and is not subscribing for Securities and did not become
aware of the offering of the Securities through or as a result of any seminar or
meeting to which the undersigned was invited by, or any solicitation of a
subscription by, a person not previously known to the undersigned in connection
with investments in securities generally.

    


    (m)          The
undersigned has taken no action which would give rise to any claim by any person
for brokerage commissions, finders, fees or the like relating to this Agreement
or the transactions contemplated hereby (other than commissions to be
potentially paid by the Company to Maxim Group, LLC, its sub-agents or as
otherwise described in the agreements in connection with the
Offering).

    


    (n)  
        The undersigned is not relying on the
Company or any of its respective employees, agents or sub-agents with respect to
the legal, tax, economic and related considerations of an investment in the
Securities, and the undersigned has relied on the advice of, or has consulted
with, only his, her or its own Advisors.

    


    (o)     
     The undersigned acknowledges that any estimates or
forward-looking statements or projections included in the Transaction Documents
were prepared by the management of the Company in good faith, but that the
attainment of any such projections, estimates or forward-looking statements
cannot be guaranteed by the Company or its respective management and should not
be relied upon.

    


    (p)        
  No oral or written representations have been made, or oral or written
information furnished, to the undersigned or his, her or its Advisors, if any,
in connection with the offering of the Securities which are in any way
inconsistent with the information contained in the agreements in connection with
the Offering.


    
      
         


      

      
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    (q)        
  The undersigned’s substantive relationship with Maxim Group LLC or
sub-agents through which the undersigned is subscribing for Securities predates
Maxim Group LLC’s or such sub-agents’ contact with the undersigned regarding an
investment in the Securities.

    


    (r)           (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents
that such fiduciary has been informed of and understands the Company’s
investment objectives, policies and strategies, and that the decision to invest
“plan assets” (as such term is defined in ERISA) in the Company is consistent
with the provisions of ERISA that require diversification of plan assets and
impose other fiduciary responsibilities. The subscriber or Plan fiduciary (a) is
responsible for the decision to invest in the Company; (b) is independent of the
Company and any of its affiliates; (c) is qualified to make such investment
decision; and (d) in making such decision, the subscriber or Plan fiduciary has
not relied primarily on any advice or recommendation of the Company or any of
its affiliates or its agents.

     

    4.            
Registration
Rights

    


    The undersigned shall have registration
rights with respect to the Securities issued and held of record by the
undersigned and the shares of common stock underlying such Securities, as set
forth in greater detail in the Registration Rights Agreement  (the
“Registration Rights
Agreement”) attached hereto as Exhibit
B.

    


    5.            
Insider Trading
Prohibition; Indemnity

    


    (a)           Until
the filing by the Company of a current report on Form 8-K with the SEC
describing, among other things, the Offering, the undersigned hereby agrees to
(i) refrain from (A) engaging in any transactions with respect to the capital
stock of the Company or securities exercisable or convertible into or
exchangeable for any shares of capital stock of the Company, and (B) entering
into any transaction which would have the same effect, or entering into any
swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the capital stock of the Company and (ii)
indemnify and hold harmless the Company, and its respective officers and
directors, employees, counsel, agents, sub-agents and affiliates and each other
person, if any, who controls any of the foregoing, against any loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising
out of or based upon any violation of this Section 5 by the
undersigned.

    


    (b)           The
undersigned agrees to indemnify and hold harmless the Company and its respective
officers and directors, employees, agents, counsel, sub-agents and affiliates
and each other person, if any, who controls any of the foregoing, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty by the undersigned, or the undersigned’s breach of,
or failure to comply with, any covenant or agreement made by the undersigned
herein or in any other document furnished by the undersigned to the Company and
its respective officers and directors, employees, agents, counsel, sub-agents
and affiliates and each other person, if any, who controls any of the foregoing
in connection with the Offering.

     

    6.            
Conditions to Acceptance
of Subscription

    


    The
Company’s right to accept the subscription of the undersigned is conditioned
upon satisfaction of the following conditions precedent on or before the date
the Company accepts such subscription (any or all of which may be waived by the
undersigned in his, her or its sole discretion) - on the date of the Closing, no
legal action, suit or proceeding shall be pending which seeks to restrain or
prohibit the transactions contemplated by this Agreement.


    
      
         


      

      
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    7.            
Notices to
Subscribers

    


    (a)           THE
UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

    


    (b)           IN
MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED.  THE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED
THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING
DOCUMENTS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.  THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE MADE AWARE
THAT THEY ARE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.

    


    (c)           THE
PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE
REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY
BE MADE IN ANY PARTICULAR STATE.  THE OFFERING DOCUMENTS MAY BE
SUPPLEMENTED BY ADDITIONAL STATE LEGENDS.  IF YOU ARE UNCERTAIN AS TO
WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE
ADVISED TO CONTACT THE COMPANY FOR A CURRENT LIST OF STATES IN WHICH OFFERS OR
SALES MAY BE LAWFULLY MADE.  AN INVESTMENT IN THIS OFFERING IS
SPECULATIVE AND INVOLVES A HIGH DEGREE OF FINANCIAL
RISK.  ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSIDER ALL OF THE
RISK FACTORS DESCRIBED HEREIN.

    


    (d)           THE
SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND
THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL,
UNLESS THE SALE OF THE SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25000,
25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE
SALE IS SO EXEMPT.

    


    (e)           FOR
FLORIDA RESIDENTS ONLY.  EACH INVESTOR HAS THE RIGHT TO CANCEL AND
WITHDRAW HIS SUBSCRIPTION AGREEMENT AND HIS PURCHASE OF INTERESTS UPON WRITTEN
NOTICE TO THE COMPANY GIVEN WITHIN THREE BUSINESS DAYS FOLLOWING THE LATER OF
THE MAKING OF THE FIRST PAYMENT BY THE INVESTOR FOR THE SECURITIES PURCHASED OR
THE COMMUNICATION OF THE AVAILABILITY OF SUCH PRIVILEGE TO THE
INVESTOR.  UPON SUCH CANCELLATION OR WITHDRAWAL, THE INVESTOR WILL
HAVE NO OBLIGATION OR DUTY TO THE COMPANY OR TO ANY OTHER PERSON, AND WILL BE
ENTITLED TO THE FULL RETURN OF ANY AMOUNTS PAID BY HIM OR HER PURSUANT TO HIS OR
HER SUBSCRIPTION AGREEMENT.  ANY NOTICE OF CANCELLATION OR WITHDRAWAL
SHOULD BE MADE BY CERTIFIED OR REGISTERED MAIL, AND WILL BE EFFECTIVE UPON
DEPOSIT IN THE UNITED STATES MAIL, POSTAGE OR OTHER TRANSMITTAL FEES
PAID.


    
      
         


      

      
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    8.            
Miscellaneous
Provisions

    


    (a)           Confidential
Information. The subscriber agrees that no portion of the Confidential
Information (as defined below) shall be disclosed to third parties, except as
may be required by law, without the prior express written consent of the
Company; provided,
however, that the
subscriber may share such information with such of its officers and professional
advisors as may need to know such information to assist the subscriber in its
evaluation thereof on the condition that such parties agree to be bound by the
terms hereof. “Confidential
Information” means the existence and terms of this Agreement, the
transactions contemplated hereby, and the disclosures and other information
contained herein or in the agreements in connection with the Offering, excluding
any disclosures or other information that are publicly available.

    


    (b)           Modification. Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged
or terminated except by an instrument in writing signed by the party against
whom any waiver, modification, discharge or termination is sought.

    


    (b)           Survival. The
undersigned’s representations and warranties made in this Agreement shall
survive the execution and delivery of this Agreement and the delivery of the
Securities.

    


    (c)           Notices. Any party
may send any notice, request, demand, claim or other communication hereunder to
the undersigned at the address set forth on the signature page of this Agreement
or to the Company at the address set forth above using any means (including
personal delivery, expedited courier, messenger service, fax, ordinary mail or
electronic mail), but no such notice, request, demand, claim or other
communication will be deemed to have been duly given unless and until it
actually is received by the intended recipient. Any party may change the address
to which notices, requests, demands, claims and other communications hereunder
are to be delivered by giving the other parties written notice in the manner
herein set forth.

     

    (d)           Binding Effect.
Except as otherwise provided herein, this Agreement shall be binding upon, and
inure to the benefit of, the parties to this Agreement and their heirs,
executors, administrators, successors, legal representatives and permitted
assigns. If the undersigned is more than one person or entity, the obligation of
the undersigned shall be joint and several and the agreements, representations,
warranties and acknowledgments contained herein shall be deemed to be made by,
and be binding upon, each such person or entity and his or its heirs, executors,
administrators, successors, legal representatives and permitted assigns. This
Agreement sets forth the entire agreement and understanding between the parties
as to the subject matter thereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among them,
as to the subject matter hereof.

    


    (e)           Assignability. This
Agreement is not transferable or assignable by the undersigned.

    


    (f)           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to conflicts of law
principles.

    


    (g)          Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    


    (h)          Further Assurances.
Each of the parties shall execute such documents and perform such further acts
(including, without limitation, obtaining any consents, exemptions,
authorizations, or other actions by, or giving any notices to, or making any
filings with, any governmental authority or any other person) as may be
reasonably required or desirable to carry out or to perform the provisions of
this Agreement.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


     (i)           Severability. If any
one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any
way impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions
hereof.

    


    [Remainder of page left intentionally
blank - signature pages follow]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ALL SUBSCRIBERS MUST
COMPLETE THIS PAGE

     

    IN WITNESS WHEREOF, the undersigned has
executed this Agreement on the ___ day of April 2010.

     

    
      	
              ________________________

            	
              =

            	
              $_____________________

            
	
              Number
      of shares of the 10% Series

              D
      Convertible Preferred Stock

              subscribed
      hereunder

            	 
      	
                   Aggregate
      Purchase Price

            


    

    


    Manner in
which title is to be held (please check one):

    


    
      
        
          
            	
                    1.

                  	
                    ___

                  	
                    Individual

                  	
                    7.

                  	
                    ___

                  	
                    Trust/Estate/Pension
      or Profit sharing Plan

                    Date
      Opened:______________

                  
	
                    2.

                  	
                    ___

                  	
                    Joint
      Tenants with Right of Survivorship

                  	
                    8.

                  	
                    ___

                  	
                    As
      a Custodian for

                    ________________________________

                    Under
      the Uniform Gift to Minors Act of the State of

                    ________________________________

                  
	
                    3.

                  	
                    ___

                  	
                    Community
      Property

                  	
                    9.

                  	
                    ___

                  	
                    Married
      with Separate Property

                  
	
                    4.

                  	
                    ___

                  	
                    Tenants
      in Common

                  	
                    10.

                  	
                    ___

                  	
                    Keogh

                  
	
                    5.

                  	
                    ___

                  	
                    Corporation/Partnership/
      Limited Liability Company

                  	
                    11.

                  	
                    ___

                  	
                    Tenants
      by the Entirety

                  
	
                    6.

                  	
                    ___

                  	
                    IRA

                  	 
      	 
      	 
      


          

        

      

    

    


    IF MORE
THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

    INDIVIDUAL
SUBSCRIBERS MUST COMPLETE PAGE 10.

    SUBSCRIBERS
WHICH ARE ENTITIES MUST COMPLETE PAGE 11.



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXECUTION BY NATURAL
PERSONS

    


    
      
        
          	
                  _____________________________________________________________________________

                  Exact
      Name in Which Title is to be Held

                
	 
      	 
      	 
      
	
                  _________________________________

                   Name
      (Please Print)

                	 
      	
                  _________________________________

                   Name
      of Additional Purchaser

                
	 
      	 
      	 
      
	
                  _________________________________

                   Residence:
      Number and Street

                	 
      	
                  _________________________________

                   Address
      of Additional Purchaser

                
	 
      	 
      	 
      
	
                  _________________________________

                   City,
      State and Zip Code

                	 
      	
                  _________________________________

                   City,
      State and Zip Code

                
	 
      	 
      	 
      
	
                  _________________________________

                   Social
      Security Number

                	 
      	
                  _________________________________

                   
      Social Security Number

                
	 
      	 
      	 
      
	
                  _________________________________

                  Telephone
      Number

                	 
      	
                  _________________________________

                  Telephone
      Number

                
	 
      	 
      	 
      
	
                  _________________________________

                  Fax
      Number (if available)

                	 
      	
                  ________________________________

                  Fax
      Number (if available)

                
	 
      	 
      	 
      
	
                  _________________________________

                  E-Mail
      (if available)

                	 
      	
                  ________________________________

                  E-Mail
      (if available)

                
	 
      	 
      	 
      
	
                  __________________________________

                   (Signature)

                	 
      	
                  ________________________________

                   (Signature
      of Additional Purchaser)

                
	 
      	 
      	 
      
	
                  ACCEPTED
      this __ day of April 2010, on behalf of the Company.

                
	 
      	
                   

                  By:  ______________________________

                          Name:

                          Title:

                


        

      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    EXECUTION BY SUBSCRIBER
WHICH IS AN ENTITY

    (Corporation,
Partnership, LLC, Trust, Etc.)

    
      
        
          	
                  _____________________________________________________________________________

                  Name
      of Entity (Please Print)

                
	 
      
	
                  Date
      of Incorporation or Organization:
      ____________________________________________

                
	 
      
	
                  State
      of Principal Office:
      _______________________________________________________

                
	 
      
	
                  Federal
      Taxpayer Identification Number: 
      ___________________________________________

                   

                  ____________________________________________

                  Office
      Address

                   

                  ____________________________________________

                  City,
      State and Zip Code

                   

                  ____________________________________________

                  Telephone
      Number

                   

                  ____________________________________________

                  Fax
      Number (if available)

                   

                  ____________________________________________

                  E-Mail
      (if available)

                
	 
      	 
      
	
                   By:
      _________________________

                          Name:

                          Title:

                	 
      
	 
      	 
      
	
                  ACCEPTED
      this ___ day of _________ 2010, on behalf of the
    Company.

                	 
      
	 
      	
                   

                  By:
      ____________________________

                         Name:

                         Title:

                


        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Exhibit
A

    


    CONFIDENTIAL INVESTOR
QUESTIONNAIRE


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    Addendum
A

    


    Cytomedix,
Inc.

    (the
“Company”)

    


    Representations
and warranties of the Company

    in
connection with

    the
Subscription Agreement dated as of April _, 2010

    


    The
Company hereby makes the following representations and warranties:

     

    (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 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 Documents (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
Offering Documents (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 (as the term is defined in the Subscription
Agreement), 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
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.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (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 Certificate of
Incorporation, as amended to date, 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, debt or other instrument
(evidencing a Company debt or otherwise) 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 except in the case of each of clauses (i) and (ii), such as
could not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect.

     

    (d)          Capitalization. The
Company has an authorized and outstanding capitalization as set forth in the the
SEC Reports (as the term is defined below) as of the dates specified
therein.

    


    (e)           Litigation. There is
no action, suit, proceeding or investigation pending or, to the Company’s
knowledge, threatened against or affecting the Company that questions the
validity of the Transaction Documents or the right of the Company to enter into
such agreements and instruments, or to consummate the transactions contemplated
hereby or thereby, or that would result, either individually or in the
aggregate, in any Material Adverse Effect. The Company is not a party to or, to
the Company’s knowledge, named in or subject to any order, writ, injunction,
judgment or decree of any court, government agency or
instrumentality.

    


    (f)           Offering. Subject to
the truth and accuracy of each investor’s representations set forth in the
Transaction Documents, the offer, sale and issuance of the Securities as
contemplated by the Transaction Documents, are exempt from the registration
requirements of the Securities Act, and neither the Company nor any agent acting
on its behalf will take any action hereafter that would cause the loss of such
exemption.

    


    (g)          Tax Returns. The
Company has filed all tax returns which are required to be filed by it. To the
Company's knowledge, such tax returns are true, correct and complete in all
material respects. All taxes owed by the Company, whether or not shown on any
tax return, have been timely paid.

    


    (h)          Insurance. The
Company is not in default with respect to any insurance policy maintained by
it.

    


    (i)           Finders.  Except
for Maxim Group LLC, there is no investment banker, broker, finder or other
intermediary that has been retained by or is authorized to act on behalf of the
Company who might be entitled to any fee or commission from the Company or any
of its affiliates in connection with the transactions contemplated in the
Offering Documents.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (j)           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 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 in the United States
applied on a consistent basis during the periods involved, 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.

     

      (k)           Disclosure. Neither
the Transaction Documents nor any written statement or certificate made or
delivered by or on behalf of the Company in connection with the Offering (as the
term is defined under the Subscription Agreement) contains any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements herein or therein not misleading.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Exhibit
B

    


    REGISTRATION RIGHTS
AGREEMENT


    
      
         


      

      
        17