REGISTRATION RIGHTS
AGREEMENT

     

    This Registration Rights Agreement (the
“Agreement”) is
made and entered into as of this __ day of April _, 2010 by and between
Cytomedix, Inc., a Delaware corporation (the “Company”), and the
parties set forth on the signature pages and Exhibit A hereto
(each, a “Purchaser” and
collectively, the “Purchasers”).

     

    RECITALS

     

    WHEREAS, the Company is
offering to accredited investors in a private placement transaction (the “Offering”) in
compliance with Rule 506 of Regulation D of the Securities Act of 1933, as
amended (the “Securities Act”), up
consisting of: (i) the 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 the Exercise Price specified in the Warrant for 5 years after the
Closing (the “Warrant
Shares”, and together with the shares underlying the Preferred Stock, the
“Underlying
Securities”) upon the terms and conditions and subject to the provisions
hereinafter set forth; and

    


    WHEREAS, each Purchaser, in
connection with its intent to purchase Securities in the Offering, has executed
and delivered a Subscription Agreement (as hereinafter defined) and a
Confidential Investor Questionnaire (the “Investor
Questionnaire”) memorializing such Purchaser’s agreement to purchase and
the Company’s agreement to sell the number of Securities set forth therein at
the Purchase Price, and this Agreement, pursuant to which the Company will
provide certain registration rights related to the Underlying Securities on the
terms set forth herein (the Subscription Agreement, Investor Questionnaire and
this Agreement are collectively referred to as the “Transaction
Documents”).

    


    NOW, THEREFORE, in
consideration of the mutual promises, representations, warranties, covenants,
and conditions set forth herein, the parties mutually agree as
follows:

    


    1.    Certain
Definitions.  As used in this
Agreement, the following terms shall have the following respective
meanings:

    


    “Approved Market”
means the NASD Over-The-Counter Bulletin Board, the Nasdaq Global Market, the
Nasdaq Capital Market, the New York Stock Exchange, Inc. or the NYSE Amex
LLC.

    


    “Blackout Period”
means, with respect to a registration, a period, in each case commencing on the
day immediately after the Company notifies the Purchasers that they are
required, because of the occurrence of an event of the kind described in Section 4(f) hereof,
to suspend offers and sales of Registrable Securities during which the Company,
in the good faith judgment of its board of directors, determines (because of the
existence of, or in anticipation of, any acquisition, financing activity, or
other transaction involving the Company, or the unavailability for reasons
beyond the Company's control of any required financial statements, disclosure of
information which is in its best interest not to publicly disclose, or any other
event or condition of similar significance to the Company) that the registration
and distribution of the Registrable Securities to be covered by such
registration statement, if any, would be seriously detrimental to the Company
and its stockholders and ending on the earlier of (1) the date upon which the
material non-public information commencing the Blackout Period is disclosed to
the public or ceases to be material and (2) such time as the Company notifies
the selling Holders that the Company will no longer delay such filing of the
Registration Statement, recommence taking steps to make such Registration
Statement effective, or allow sales pursuant to such Registration Statement to
resume; provided, however, that (a) the Company
shall limit its use of Blackout Periods, in the aggregate, to 30 Trading Days in
any 12-month period and (b) no Blackout Period may commence sooner than 60 days
after the end of a prior Blackout Period.

    


    “Business Day” means
any day of the year, other than a Saturday, Sunday, or other day on which the
Commission is required or authorized to close.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Closing Date” means
the date of the Closing of the Offering, as determined by the Company and the
Purchasers.

    


    “Commission” means the
Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.

    


    “Common Stock” means
the common stock of the Company and any and all shares of capital stock or other
equity securities of: (i) the Company which are added to or exchanged or
substituted for the Common Stock by reason of the declaration of any stock
dividend or stock split, the issuance of any distribution or the
reclassification, readjustment, recapitalization or other such modification of
the capital structure of the Company; and (ii) any other corporation, now or
hereafter organized under the laws of any state or other governmental authority,
with which the Company is merged, which results from any consolidation or
reorganization to which the Company is a party, or to which is sold all or
substantially all of the shares or assets of the Company, if immediately after
such merger, consolidation, reorganization or sale, the Company or the
stockholders of the Company own equity securities having in the aggregate more
than 50% of the total voting power of such other corporation.

    


    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.

    


    “Family Member” means
(a) with respect to any individual, such individual's spouse, any descendants
(whether natural or adopted), any trust all of the beneficial interests of which
are owned by any of such individuals or by any of such individuals together with
any organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity
interests of which are owned by those above described individuals, trusts or
organizations and (b) with respect to any trust, the owners of the beneficial
interests of such trust.

    


    “Holder” means each
Purchaser or any of such Purchaser's respective successors and Permitted
Assignees who acquire rights in accordance with this Agreement with respect to
the Registrable Securities directly or indirectly from a Purchaser or from any
Permitted Assignee.

    


    “Investor
Questionnaire” has the meaning set forth in the Recitals of this
Agreement.

    


    “Majority Holders”
means at any time Holders representing a majority of the Registrable
Securities.

    


    “Offering” has the
meaning set forth in the Recitals of this Agreement.

    


    “Permitted Assignee”
means (a) with respect to a partnership, its partners or former partners in
accordance with their partnership interests, (b) with respect to a corporation,
its stockholders in accordance with their interest in the corporation, (c) with
respect to a limited liability company, its members or former members in
accordance with their interest in the limited liability company, (d) with
respect to an individual party, any Family Member of such party, (e) an entity
that is controlled by, controls, or is under common control with a transferor or
(f) a party to this Agreement.

    


    “Purchase Price” means
the Purchase Price per Share set forth in the Subscription
Agreement.

    


    “Purchased Securities”
has the meaning set forth in the Recitals of this Agreement.

    


    The terms
“register,” “registered,” and “registration” refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities
Act, and the declaration or ordering of the effectiveness of such registration
statement.


    
      
         


      

      
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    “Registrable
Securities” means the Underlying Securities, but excluding (i) any
Registrable Securities that have been publicly sold or may be sold immediately
without registration under the Securities Act either pursuant to Rule 144 of the
Securities Act or otherwise; (ii) any Registrable Securities sold by a person in
a transaction pursuant to a registration statement filed under the Securities
Act or (iii) any Registrable Securities that are at the time subject to an
effective registration statement under the Securities Act.

    


    “Registration Default
Date” means the date that is 90 days following the Registration Filing
Date or 120 days following the Registration Filing Date in the event that the
Registration Statement is reviewed by the Commission.

    


    “Registration Default
Period” means the period following the Registration Default Date during
which any Registration Event occurs and is continuing.

    


    “Registration Event”
means the occurrence of any of the following events:

    


    (a)           the
Company fails to file with the Commission the Registration Statement on or
before the Registration Filing Date;

    


    (b)           the
Registration Statement is not declared effective by the Commission on or before
the Registration Default Date;

    


    (c)           after
the SEC Effective Date, sales cannot be made pursuant to the Registration
Statement for any reason (including without limitation by reason of a stop
order, or the Company's failure to update the Registration Statement) except as
excused pursuant to Section 3(a) hereof;
or

    


    (d)           the
Common Stock generally or the Registrable Securities specifically are not listed
or included for quotation on an Approved Market, or trading of the Common Stock
is suspended or halted on the Approved Market, which at the time constitutes the
principal market for the Common Stock, for more than two full, consecutive
Trading Days; provided,
however, a Registration
Event shall not be deemed to occur if all or substantially all trading in equity
securities (including the Common Stock) is suspended or halted on the Approved
Market for any length of time.

    


    “Registration Filing
Date” means the date that is 90 days after the Closing.

    


    “Registration
Statement” means the registration statement that the Company is required
to file pursuant to this Agreement to register the Registrable
Securities.

    


    “Rule 144” means Rule
144 promulgated by the Commission under the Securities Act.

    


    “Securities Act” means
the Securities Act of 1933, as amended, or any similar federal statute
promulgated in replacement thereof, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time.

    


    “SEC Effective Date”
means the date the Registration Statement is declared effective by the
Commission.

    


    “Securities” has the
meaning set forth in the Recitals of this Agreement.

    


    “Subscription
Agreement” means each of the subscription agreements dated as of the date
hereof by and between the Company and each of the Purchasers setting forth the
terms and conditions of the Offering.


    
      
         


      

      
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    “Trading Day” means
any day on which the national securities exchange, the Nasdaq Stock Market, the
NYSE Amex LLC, the NASD Over the Counter Bulletin Board or such other securities
market or quotation system, which at the time constitutes the principal
securities market for the Common Stock, is open for general trading of
securities.

    


    “Transaction
Documents” has the meaning set forth in the Recitals of this
Agreement.

    


    2.           Term.  This Agreement
shall continue in full force and effect for a period of two (2) years from the
Effective Date, unless terminated sooner hereunder.

    


    3.           Registration.   Not later
than the Registration Filing Date, the Company shall file with the Commission a
registration statement on Form S-3, or other applicable form, relating to the
resale by the Holders of all of the Registrable Securities, and the Company
shall use its commercially reasonable best efforts to cause such registration
statement to be declared effective prior to the Registration Default Date; provided, however, that the Company
shall not be obligated to effect any such registration, qualification, or
compliance pursuant to this Section, or keep such registration effective
pursuant to the terms hereunder: (i) in any particular jurisdiction in which the
Company would be required to qualify to do business as a foreign corporation or
as a dealer in securities under the securities or blue sky laws of such
jurisdiction or to execute a general consent to service of process in effecting
such registration, qualification or compliance, in each case where it has not
already done so or (ii) during any Blackout Period, in which case the
Registration Filing Date shall be extended to the date immediately following the
last day of such Blackout Period.

    


    Prior to
the SEC Effective Date, the Company will not, without the prior written consent
of the Majority Holders, file or request the acceleration of any other
registration statement filed with the Commission, and during any time subsequent
to the SEC Effective Date when the Registration Statement for any reason is not
available for use by any Holder for the resale of any Registrable Securities,
the Company shall not, without the prior written consent of the Majority
Holders, file any other registration statement or any amendment thereto with the
Commission under the Securities Act or request the acceleration of the
effectiveness of any other registration statement previously filed with the
Commission, other than (i) any registration statement on Form S-8 or Form S-4
and (ii) any registration statement or amendment which the Company is required
to file or as to which the Company is required to request acceleration pursuant
to any obligation in effect on the date of execution and delivery of this
Agreement.

    


    If a
Registration Event occurs, then the Company will make payments to each Purchaser
(a “Qualified
Purchaser”), as partial liquidated damages for the minimum amount of
damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a
rate equal to 1% of the Purchase Price per share of Registrable Securities then
held by a Qualified Purchaser monthly, for each calendar month of the
Registration Default Period (pro rated for any period less than 30 days), up to
a maximum, together with all payments made by the Company to such Purchaser
pursuant hereto, of 6% of the total purchase price of the Securities purchased
by such Purchaser; provided, however, if a Registration
Event occurs (or is continuing) on a date more than six months after the
Qualified Purchaser acquired the Registrable Securities (and thus the six
month  holding period under Rule 144(d) has elapsed), liquidated
damages shall be paid only with respect to that portion of the Qualified
Purchaser's Registrable Securities that cannot then be immediately resold in
reliance on Rule 144. Each such payment shall be due and payable within ten days
after the end of each calendar month of the Registration Default Period until
the termination of the Registration Default Period and within ten days after
such termination.  Such payments shall constitute the Qualified
Purchaser's exclusive remedy for such events. The Registration Default Period
shall terminate upon (i) the filing of the Registration Statement in the case of
clause (a) of the definition of Registration Event, (ii) the SEC Effective Date
in the case of clause (b) of the definition of Registration Event, (iii) the
ability of the Qualified Purchaser to effect sales pursuant to the Registration
Statement in the case of clause (c) of the definition of Registration Event,
(iv) the listing or inclusion and/or trading of the Common Stock on an Approved
Market, as the case may be, in the case of clause (d) of the definition of
Registration Event, and (v) in the case of the events described in clauses (b)
and (c) of the definition of Registration Event, the earlier termination of the
Registration Default Period. The amounts payable as partial liquidated damages
pursuant to this paragraph shall be payable (i) in lawful money of the United
States or, (ii) at the Company’s sole election, in shares of Common Stock, which
such shares shall be issued at the then current market price at the time payment
becomes due. Amounts payable as liquidated damages to each Qualified Purchaser
hereunder with respect to each share of Registrable Securities shall cease when
the Qualified Purchaser no longer holds such shares of Registrable Securities or
such shares of Registrable Securities can be immediately sold by the Qualified
Purchaser in reliance on Rule 144.


    
      
         


      

      
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    4.           Registration
Procedures.  The Company will
keep each Holder reasonably advised as to the filing and effectiveness of the
Registration Statement. At its expense with respect to the Registration
Statement, the Company will:

    


    (a)          prepare
and file with the Commission with respect to the Registrable Securities, a
registration statement on Form S-3, or any other form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities in accordance with
the intended methods of distribution thereof, and use its commercially
reasonable efforts to cause such registration statement to become and remain
effective at for a period of two years or for such shorter period ending on the
earlier to occur of (i) the sale of all Registrable Securities and (ii) the
availability under Rule 144 for the Holder to sell the Registrable Securities
(in either case, the “Effectiveness
Period”);

    


    (b)          if
a registration statement is subject to review by the Commission, promptly
respond to all comments and diligently pursue resolution of any comments to the
satisfaction of the Commission;

    


    (c)          prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective during the Effectiveness
Period;

    


    (d)          furnish,
without charge, to each Holder of Registrable Securities covered by such
registration statement (i) a reasonable number of copies of such registration
statement (including any exhibits thereto other than exhibits incorporated by
reference), each amendment and supplement thereto as such Holder may reasonably
request, (ii) such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus and any other
prospectus filed under Rule 424 under the Securities Act) as such Holders may
reasonably request, in conformity with the requirements of the Securities Act,
and (iii) such other documents as such Holder may require to consummate the
disposition of the Registrable Securities owned by such Holder, but only during
the Effectiveness Period;

    


    (e)          use
its commercially reasonable best efforts to register or qualify such
registration under such other applicable securities or blue sky laws of such
jurisdictions as any Holder of Registrable Securities covered by such
registration statement reasonably requests and as may be necessary for the
marketability of the Registrable Securities (such request to be made by the time
the applicable registration statement is deemed effective by the Commission) and
do any and all other acts and things necessary to enable such Holder to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such Holder; provided, however, that the Company
shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii)
consent to general service of process in any such jurisdiction;

    


    (f)           as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities, the disposition of which requires delivery of a
prospectus relating thereto under the Securities Act, of the happening of any
event, which comes to the Company's attention, that will after the occurrence of
such event cause the prospectus included in such registration statement, if not
amended or supplemented, to contain an untrue statement of a material fact or an
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and the Company shall promptly
thereafter prepare and furnish to such Holder a supplement or amendment to such
prospectus (or prepare and file appropriate reports under the Exchange Act) so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, unless suspension of the use of such
prospectus otherwise is authorized herein or in the event of a Blackout Period,
in which case no supplement or amendment need be furnished (or Exchange Act
filing made) until the termination of such suspension or Blackout
Period;


    
      
         


      

      
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    (g)          comply,
and continue to comply during the Effectiveness Period, in all material respects
with the Securities Act and the Exchange Act and with all applicable rules and
regulations of the Commission with respect to the disposition of all securities
covered by such registration statement;

    


    (h)          as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities being offered or sold pursuant to the Registration
Statement of the issuance by the Commission of any stop order or other
suspension of effectiveness of the Registration Statement;

    


    (i)           use
its best efforts to cause all the Registrable Securities covered by the
Registration Statement to be quoted on the Approved Market on which securities
of the same class or series issued by the Company are then listed or
traded;

    


    (j)           provide
a transfer agent and registrar, which may be a single entity, for the shares of
Common Stock at all times;

    


    (k)           cooperate
with the Holders of Registrable Securities being offered pursuant to the
Registration Statement to issue and deliver, or cause its transfer agent to
issue and deliver, certificates representing Registrable Securities to be
offered pursuant to the Registration Statement within a reasonable time after
the delivery of certificates representing the Registrable Securities to the
transfer agent or the Company, as applicable, and enable such certificates to be
in such denominations or amounts as the Holders may reasonably request and
registered in such names as the Holders may request;

    


    (l)           during
the Effectiveness Period, refrain from bidding for or purchasing any Common
Stock or any right to purchase Common Stock or attempting to induce any person
to purchase any such security or right if such bid, purchase or attempt would in
any way limit the right of the Holders to sell Registrable Securities by reason
of the limitations set forth in Regulation M under the Exchange Act;
and

    


    (m)         take
all other reasonable actions necessary to expedite and facilitate the
disposition by the Holders of the Registrable Securities pursuant to the
Registration Statement.

    


    5.           Suspension
of Offers and Sales.  Each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 4(f) hereof
or of the commencement of an Blackout Period, such Holder shall discontinue the
disposition of Registrable Securities included in the Registration Statement
until such Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 4(f) hereof
or notice of the end of the Blackout Period, and, if so directed by the Company,
such Holder shall deliver to the Company (at the Company's expense) all copies
(including, without limitation, any and all drafts), other than permanent file
copies, then in such Holder's possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such
notice.

    


    6.           Registration
Expenses.  The Company shall
pay all expenses in connection with any registration obligation provided herein,
including, without limitation, all registration, filing, stock exchange fees,
printing expenses, all fees and expenses of complying with securities or blue
sky laws, and the fees and disbursements of counsel for the Company and of its
independent accountants; provided that, in any underwritten registration, each
party shall pay for its own underwriting discounts and commissions and transfer
taxes. Except as provided in this Section and Section 9 hereof, the
Company shall not be responsible for the expenses of any attorney or other
advisor employed by a Holder.


    
      
         


      

      
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    7.           Assignment
of Rights.  No Holder may
assign its rights under this Agreement to any party without the prior written
consent of the Company; provided, however, that a Holder may
assign its rights under this Agreement without such consent to a Permitted
Assignee as long as (a) such transfer or assignment is effected in accordance
with applicable securities laws; (b) such transferee or assignee agrees in
writing to become subject to the terms of this Agreement; and (c) the Company is
given written notice by such Holder of such transfer or assignment, stating the
name and address of the transferee or assignee and identifying the Registrable
Securities with respect to which such rights are being transferred or
assigned.

    


    8.           Information
by Holder.  Holders included
in any registration shall furnish to the Company such information as the Company
may reasonably request in writing regarding such Holders and the distribution
proposed by such Holders.

    


    9.      
     Indemnification.

    


    (a)          In
the event of the offer and sale of Registrable Securities under the Securities
Act, the Company shall, and hereby does, indemnify and hold harmless, to the
fullest extent permitted by law, each Holder, its directors, officers, partners,
each other person who participates as an underwriter in the offering or sale of
such securities, and each other person, if any, who controls or is under common
control with such Holder or any such underwriter within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, and expenses to which the Holder or any such director,
officer, partner or underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared
and filed by the Company under which shares of Registrable Securities were
registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission to state therein a material fact required to
be stated therein or necessary to make the statements therein in light of the
circumstances in which they were made not misleading, and the Company shall
reimburse the Holder, and each such director, officer, partner, underwriter and
controlling person for any legal or any other expenses reasonably incurred by
them in connection with investigating, defending or settling any such loss,
claim, damage, liability, action or proceeding; provided that the Company shall
not be liable in any such case (i) to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement in or omission from such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by or on behalf of such Holder specifically stating that it is for use
in the preparation thereof or (ii) if the person asserting any such loss, claim,
damage, liability (or action or proceeding in respect thereof) who purchased the
Registrable Securities that are the subject thereof did not receive a copy of an
amended preliminary prospectus or the final prospectus (or the final prospectus
as amended or supplemented) at or prior to the written confirmation of the sale
of such Registrable Securities to such person because of the failure of such
Holder or underwriter to so provide such amended preliminary or final prospectus
and the untrue statement or omission of a material fact made in such preliminary
prospectus was corrected in the amended preliminary or final prospectus (or the
final prospectus as amended or supplemented). Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Holders, or any such director, officer, partner, underwriter or controlling
person and shall survive the transfer of such shares by the
Holder.


    
      
         


      

      
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    (b)          As
a condition to including Registrable Securities in any registration statement
filed pursuant to this Agreement, each Holder agrees to be bound by the terms of
this Section 9
and to indemnify and hold harmless, to the fullest extent permitted by law, the
Company, its directors and officers, and each other person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which the Company
or any such director or officer or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) that arises out of or is based upon an untrue statement in or
omission from such registration statement, any such preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Holder through an
instrument duly executed by or on behalf of the Company specifically stating
that it is for use in the preparation thereof, and such Holder shall reimburse
the Company, and each such director, officer, and controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating, defending, or settling and such loss, claim, damage, liability,
action, or proceeding; provided, however, that such indemnity
agreement found in this Section 9 shall in no
event exceed the gross proceeds from the offering received by such Holder. Such
indemnity shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Company or any such director, officer or controlling
person and shall survive the transfer by any Holder of such shares.

    


    (c)          Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in this Section (including
any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action; provided that the failure
of any indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this Section, except to the extent
that the indemnifying party is actually prejudiced by such failure to give
notice. In case any such action is brought against an indemnified party, unless
in the reasonable judgment of counsel to such indemnified party a conflict of
interest between such indemnified and indemnifying parties may exist or the
indemnified party may have defenses not available to the indemnifying party in
respect of such claim, the indemnifying party shall be entitled to participate
in and to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof, unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties arises in
respect of such claim after the assumption of the defenses thereof or the
indemnifying party fails to defend such claim in a diligent manner, other than
reasonable costs of investigation. Neither an indemnified nor an indemnifying
party shall be liable for any settlement of any action or proceeding effected
without its consent. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.  Notwithstanding
anything to the contrary set forth herein, and without limiting any of the
rights set forth above, in any event any party shall have the right to retain,
at its own expense, counsel with respect to the defense of a claim.

    


    (d)          In
the event that an indemnifying party does or is not permitted to assume the
defense of an action pursuant to Section 9(c) hereof
or in the case of the expense reimbursement obligation set forth in Sections 9(a) and
(b) hereof, the
indemnification required by Sections 9(a) and
(b) hereof
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills received or expenses, losses,
damages, or liabilities are incurred.

    


    (e)          If
the indemnification provided for in this Section is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss,
liability, claim, damage or expense referred to herein, the indemnifying party,
in lieu of indemnifying such indemnified party hereunder, shall (i) contribute
to the amount paid or payable by such indemnified party as a result of such
loss, liability, claim, damage or expense as is appropriate to reflect the
proportionate relative fault of the indemnifying party on the one hand and the
indemnified party on the other (determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
relates to information supplied by the indemnifying party or the indemnified
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission), or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law
or provides a lesser sum to the indemnified party than the amount hereinafter
calculated, not only the proportionate relative fault of the indemnifying party
and the indemnified party, but also the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other, as
well as any other relevant equitable considerations. No indemnified party guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any indemnifying party
who was not guilty of such fraudulent misrepresentation.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (f)           Other
Indemnification.  Indemnification
similar to that specified in this Section (with appropriate modifications) shall
be given by the Company and each Holder of Registrable Securities with respect
to any required registration or other qualification of securities under any
federal or state law or regulation or governmental authority other than the
Securities Act.

    


    10.    
     Rule
144.  For a period of
at least 24 months following the Closing Date, the Company will use its
commercially reasonable best efforts to timely file all reports required to be
filed by the Company after the date hereof under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Commission thereunder,
and if the Company is not required to file reports pursuant to such sections, it
will prepare and furnish to the Purchasers and make publicly available in
accordance with Rule 144(c) such information as is required for the Purchasers
to sell shares of Common Stock under Rule 144.

    


    11.    
     Independent
Nature of Each Purchaser's Obligations and Rights.  The obligations
of each Purchaser under this Agreement are several and not joint with the
obligations of any other Purchaser, and each Purchaser shall not be responsible
in any way for the performance of the obligations of any other Purchaser under
this Agreement. Nothing contained herein and no action taken by any Purchaser
pursuant hereto, shall be deemed to constitute such Purchasers as a partnership,
an association, a joint venture, or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this
Agreement. Each Purchaser shall be entitled to independently protect and enforce
its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.

    


    12.     
    Miscellaneous.

    


    (a)        
 Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, both substantive and remedial, excluding that body of law
relating to conflict of laws.

    


    (b)          Successors
and Assigns.  Except as
otherwise provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, Permitted Assignees, executors and
administrators of the parties hereto. In the event the Company merges with, or
is otherwise acquired by, a direct or indirect subsidiary of a publicly traded
company, the Company shall condition the merger or acquisition on the assumption
by such parent company of the Company's obligations under this
Agreement.

    


    (c)      
    Entire
Agreement.  This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subjects hereof.

    


    (d)          Notices,
etc.  All
notices or other communications which are required or permitted under this
Agreement shall be in writing and sufficient if delivered by hand, by facsimile
transmission, by registered or certified mail, postage pre-paid, by electronic
mail, or by courier or overnight carrier, to the persons at the addresses set
forth below (or at such other address as may be provided hereunder), and shall
be deemed to have been delivered as of the date so delivered:


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    if to the
Company to:

    


    Cytomedix,
Inc.

    416
Hungerford Drive, Suite 330


    Rockville,
MD 20850

    Attention:  Martin
Rosendale, CEO

    Telephone
No.: 240-499-2680

    


    With a
copy to:

     

    Cozen
O’Connor

    1627 I
Street NW, Suite 1100

    Washington,
DC 20006

    Attention:
Alec Orudjev, Esq.

    Telephone
No.: 202-912-4842

    if to the
Purchasers:

    


                      To
each Purchaser at the address set forth on Exhibit A
hereto.

    


    or at
such other address as any party shall have furnished to the other parties in
writing.

    


    (e)          Delays or
Omissions.  No delay or
omission to exercise any right, power or remedy accruing to any Holder, upon any
breach or default of the Company under this Agreement, shall impair any such
right, power or remedy of such Holder nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of or in any
similar breach or default thereunder occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any Holder of any breach or default under
this Agreement, or any waiver on the part of any Holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement, or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.

    


    (f)           Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument. In the event that any signature
is delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

    


    (g)          Severability.  In the case any
provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

    


    (h)          Amendments.  The provisions of
this Agreement may be amended at any time and from time to time, and particular
provisions of this Agreement may be waived, with and only with an agreement or
consent in writing signed by the Company and the Majority Holders. The
Purchasers acknowledge that by the operation of this Section, the Majority
Holders may have the right and power to diminish or eliminate all rights of the
Purchasers under this Agreement.

    


    (i)           Limitation
on Subsequent Registration Rights.  After the date of
this Agreement, the Company shall not, without the prior written consent of the
Majority Holders, enter into any agreement with any holder or prospective holder
of any securities of the Company that would grant such holder registration
rights senior to those granted to the Holders hereunder.

    


    [SIGNATURE
PAGES FOLLOW]

    


    This Registration Rights Agreement is
hereby executed as of the date first above written.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  CYTOMEDIX,
      INC.

                
	 
      	 
      
	
                  By:

                	 
      
	
                  Name:  Martin
      Rosendale

                
	
                  Title:
       Chief Executive
Officer

                


        

      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    This Registration Rights Agreement is
hereby executed as of the date first above written.

    


    
      
        
          
            
              	
                      PURCHASER:

                    
	 
      
	 
      
	
                      (PRINT
      NAME)

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Its:

                    


            

          

        

      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Purchasers

    


    
      
        
          
            
              	
                      Purchaser Name

                    	 	
                      Purchaser Address

                    	 	
                      Number of Securities

                    
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


            

          

        

      

    


    
      
         


      

      
        13