THIS
SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS
NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS OFFERING
IS BEING MADE TO ACCREDITED INVESTORS PURSUANT TO REGULATION D PROMULGATED UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO
WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D OR UNDER
THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE SECURITIES ACT.


 


CYTOMEDIX, INC.


 


SUBSCRIPTION AGREEMENT


 


SUBSCRIPTION AGREEMENT
(“Subscription Agreement”) made as of this 31st day of March, 2014 between Cytomedix, Inc., a Delaware corporation
(the “Company”), and Anson Investments Master Fund LP (the “Subscriber”).


 


WHEREAS,
the Company is conducting a private offering (the “Offering”) of 3,846,154 shares of the Company’s common stock
(the “Shares”) and 2,884,615 warrants to purchase shares of the Company’s common stock (the “Warrants”)
(and, together, the shares of the Company’s common stock issuable upon exercise of such warrants (the “Warrant Shares”),
with the “Shares”, the “Securities”), in consideration of the aggregate purchase price of $2,000,000 (“Purchase
Price”). The Offering is being made exclusively to accredited investor(s) pursuant to an exemption from registration provided
under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 promulgated thereunder;
and


 


WHEREAS,
the Subscriber desires to purchase that number of the Shares and the Warrants set forth on such signature page hereof on the terms
and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto
do hereby agree as follows:


 


		I.	SUBSCRIPTION; COVENANTS OF THE COMPANY



 


1.1       Subscription for
Securities. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees
to purchase from the Company, and the Company agrees to sell to the Subscriber, such number of Shares as is set forth on the signature
page hereof. The purchase price is payable by wire transfer to the Company in accordance with the wire instructions set forth on
Exhibit B attached hereto.


 


1.2       Offering
Period. The Securities will be offered for sale until the earlier to occur (i) the sale of the Maximum Offering Amount, or (ii)
March 31, 2014 (subject to the right of the Company to extend the Offering for an additional 30 days without further notice) (the
“Termination Date”). The Offering is being conducted on a “best-efforts” basis.


 






    	1



    	 



    

 


1.3       Closing.
The Company may hold a closing (“Closing”) at any time after the receipt of the Purchase Price from the Subscriber
prior to the Termination Date. Any subscription documents or funds received after the Closing will be returned, without interest
or deduction. In the event that the any Closing does not occur prior to the Termination Date, all amounts paid by the Subscriber
shall be returned to the Subscriber, without interest or deduction.


 


		II.	REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER



 


The Subscriber represents
and warrants to the Company, with the intent that the Company will rely thereon, that:


 


2.1       Accredited Investor.
The Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act, it is able to bear the economic risk of any investment in the Securities and the information furnished in the accompanying
investor questionnaire, which is attached hereto as Exhibit A, is accurate and complete in all material respects.


 


2.2       Reliance
on Exemptions. The Subscriber acknowledges that the Offering has not been reviewed by the Securities and Exchange Commission (the
“Commission”) or any state agency because it is intended to be an offering exempt from the registration requirements
of the Securities Act and state securities laws. The Subscriber understands that the Company is relying in part upon the truth
and accuracy of, and the Subscriber’s compliance with the representations, warranties, agreements, acknowledgments and understandings
of the Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of the Subscriber
to acquire the Shares.


 


2.3       Investment
Purpose. The Subscriber is purchasing the Securities as principal for its own account. The Subscriber is purchasing the Securities
for investment purposes only and not with an intent or view towards further sale or distribution (as such term is used in Section
2(11) of the Securities Act) thereof, and has not pre-arranged any sale with any other purchaser and has no plans to enter into
any such agreement or arrangement. 


 


2.4       Risk
of Investment. The Subscriber recognizes that the purchase of the Securities involves a high degree of risk in that: (a) an investment
in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing
in the Company and the Securities; (b) transferability of the Shares, the Warrants and the Warrant Shares are limited; and (c)
the Company may require substantial additional funds to operate its business and subsequent equity financings will dilute the ownership
and voting interests of Subscriber. Without limiting the generality of the representations set forth in herein, the Subscriber
represents that the Subscriber has carefully reviewed the Risk Factors set forth in the Company’s Annual Report on Form 10-K
(Exhibit C hereto). The Subscriber has received, read carefully and is familiar with this Subscription Agreement and exhibits thereto.


 


2.5       No
Registration. The Securities have not been registered under the Securities Act or any state securities laws and may not be transferred,
sold, assigned, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities
laws or unless an exemption from such registration is available (including, without limitation, under Rule 144 of the Securities
Act, as such rule may be amended, or any similar rule or regulation hereafter adopted by the Commission having substantially the
same effect (“Rule 144”)). The Subscriber represents and warrants and hereby agrees that all offers and sales of the
Shares shall be made only pursuant to such registration or to such exemption from registration.


 






    	2



    	 



    

 


2.6       Prior
Investment Experience. The Subscriber is sufficiently experienced in financial and business matters to be capable of evaluating
the merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in
connection with the purchase of the Securities.


 


2.7       Information.
The Subscriber acknowledges careful review of this Subscription Agreement, including and all other exhibits thereto (collectively,
the “Offering Documents”) as well as the Company’s filings with the Commission, as required pursuant to the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), all of which the undersigned acknowledges have been provided
to the undersigned. The undersigned has been given the opportunity to ask questions of, and receive answers from, the Company concerning
the terms and conditions of this Offering and the Offering Documents and to obtain such additional information, to the extent the
Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of
same as the undersigned reasonably desires in order to evaluate the investment. The undersigned understands the Offering Documents,
and the undersigned has had the opportunity to discuss any questions regarding any of the Offering Documents with its counsel or
other advisor. Notwithstanding the foregoing, the only information upon which the undersigned has relied is that set forth in the
Offering Documents. The undersigned has received no representations or warranties from the Company, its employees, agents or attorneys
in making this investment decision other than as set forth in the Offering Documents. The undersigned does not desire to receive
any further information.


 


2.8Investment Decision.
In making the decision to invest in the Securities the Subscriber has relied solely upon the information provided by the Company
in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate
professional advice regarding the investment, tax and legal merits and consequences of this Subscription Agreement and the purchase
of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or
entity in the course of Subscriber’s consideration of an investment in the Securities other than the Offering Documents.


 


2.9       No
Representations. The Subscriber hereby represents that, except as expressly set forth in the Offering Documents, no representations
or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company, and in entering
into this transaction the Subscriber is not relying on any information other than that contained in the Offering Documents and
the results of independent investigation by the Subscriber.


 


2.10      Tax
Consequences. The Subscriber acknowledges that the Offering may involve tax consequences and that the contents of the Offering
Documents do not contain tax advice or information. The Subscriber acknowledges that it must retain its own professional advisors
to evaluate the tax and other consequences of an investment in the Securities or the Securities comprising the Securities (universal
change, as needed).


 


2.11      No
Recommendation or Endorsement. The Subscriber understands that no federal, state or other regulatory authority has passed on or
made any recommendation or endorsement of the Securities or the Securities comprising the Securities (universal change, as needed).
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Subscription Agreement.
Any representation to the contrary is a criminal offense.


 


2.12      No
General Solicitation. The Subscriber represents that the Subscriber was not induced to invest by any form of general solicitation
or general advertising including, but not limited to, the following: (a) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over the news or radio; and (b) any seminar or meeting whose
attendees were invited by any general solicitation or advertising.


 






    	3



    	 



    

 


2.13      The
Subscriber. The Subscriber (i) if a natural person, represents that the Subscriber has reached the age of 21 and has full power
and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry
out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association,
joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific
purpose of acquiring the Securities, such entity is duly organized, validly existing and in good standing under the laws of the
state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a
violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and
deliver this Subscription and all other related agreements or certificates and to carry out the provisions hereof and thereof and
to purchase and hold the Securities, the execution and delivery of this Subscription has been duly authorized by all necessary
action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding
obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents
that it has full power and authority to execute and deliver this Subscription in such capacity and on behalf of the subscribing
individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom
the Subscriber is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, or
limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription and
make an investment in the Company, and represents that this Subscription constitutes a legal, valid and binding obligation of such
entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment,
injunction, agreement or controlling document to which the Subscriber is a party or by which it is bound;


 


2.14      Legends. The
Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares, that such securities
have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring
to the restrictions on transferability and sale thereof contained in this Subscription Agreement. The Subscriber is aware that
the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securirites.
The legend to be placed on each certificate shall be in form substantially similar to the following:


 


 


THESE SECURITIES HAVE
BEEN ISSUED PURSUANT TO THE EXEMPTION FROM THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED PROVIDED BY
RULE 506 OF REGULATION D UNDER SUCH ACT AND/OR SECTION 4(2) OF SUCH ACT. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD
UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT IS AVAILABLE.


  


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities
upon which it is stamped, if (a) such Securities are being sold pursuant to a registration statement under the Securities Act,
(b) such holder delivers to the Company an opinion of counsel, in a reasonably acceptable form, to the Company that a disposition
of the Securities is being made pursuant to an exemption from such registration, or (c) such holder provides the Company with reasonable
assurance that a disposition of the Securities may be made pursuant to the Rule 144 under the Securities Act without any restriction
as to the number of securities acquired as of a particular date that can then be immediately sold.


 






    	4



    	 



    

 


2.15      Address.
The Subscriber hereby represents that the address of the Subscriber furnished by the Subscriber at the end of this Subscription
Agreement is the undersigned’s principal residence if the Subscriber is an individual or its principal business address if
it is a corporation or other entity.


 


2.16      Survival.
The representations and warranties of the Subscriber contained herein will be true at the date of execution of this Subscription
Agreement by the Subscriber and as of the Closing in all material respects as though such representations and warranties were made
as of such times and shall survive the Closing and the delivery of the Securities. The Subscriber agrees that it will notify and
supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s
issuance of the Securities.


 


		III.	USE OF PROCEEDS



 


The
proceeds of the Offering will be employed by the Company substantially for general corporate and working capital purposes.


 


		IV.	INDEMNIFICATION



 


3.1        The
Subscriber agrees to indemnify and hold harmless the Company, if any, against and in respect of any and all loss, liability, claim,
damage, deficiency, and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses whatsoever (including,
but not limited to, attorneys' fees reasonably incurred in investigating, preparing, or defending against any litigation commenced
or threatened or any claim whatsoever through all appeals) arising out of or based upon any false representation or warranty or
breach or failure by the Subscriber to comply with any covenant, representation or other provision made by it herein or in any
other document furnished by it in connection with this Subscription Agreement, provided, however, that such indemnity, shall in
no event exceed the net proceeds received by the Company from the Subscriber as a result of the sale of Securities to the Subscriber.


 


3.2        The
Company agrees to indemnify and hold harmless the Subscriber against and in respect of any and all loss, liability, claim, damage,
deficiency, and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses whatsoever (including, but
not limited to, attorneys' fees reasonably incurred in investigating, preparing, or defending against any litigation commenced
or threatened or any claim whatsoever through all appeals) arising out of or based upon any false representation or warranty or
breach or failure by the Company to comply with any covenant, representation or other provision made by it herein or in any other
document furnished by it in connection with this Subscription Agreement.


 


		V.	REGISTRATION RIGHTS.



 


The
Subscriber shall have registration rights with respect to the Shares and the Warrant Shares issued and held of record by the Subscriber,
as set forth in greater detail in the Registration Rights Agreement attached hereto as Exhibit E.


 


		VI.	LOCK-UP RESTRICTIONS.



 


The
Subscriber shall enter execute a Lock-up Agreement substantially in the form set forth in Exhibit D hereto. 


 






    	5



    	 



    

 


		VII.	MISCELLANEOUS



 


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


 


		To the Company:	Cytomedix, Inc.



209
Perry Parkway, Suite 7


Gaithersburg,
MD 20877 


Attention:
Steven A. Shallcross, CFO


Tel:
(240) 499-2680


 


If
to the Subscriber, to its address and facsimile number set forth at the end of this Subscription Agreement, or to such other address
and/or facsimile number and/or to the attention of such other person as specified by written notice given to the Company five (5)
days prior to the effectiveness of such change. Written confirmation of receipt (a) given by the recipient of such notice, consent,
waiver or other communication, (b) mechanically or electronically generated by the sender’s facsimile machine containing
the time, date, recipient facsimile number and an image of the first page of such transmission, or (c) provided by an overnight
courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service
in accordance with clause (a), (b) or (c) above, respectively.


 


6.2        Entire
Agreement; Amendment; Waiver. This Subscription Agreement supersedes all other prior oral or written agreements between the Subscriber,
the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Subscription
Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered
herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Subscriber makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Subscription Agreement may be amended or waived
other than by an instrument in writing signed by the Company and the holders of at least a majority of the Securities then outstanding
(or if prior to the closing, the Subscribers purchasing at least a majority of the Securities to be purchased at the closing).
No such amendment shall be effective to the extent that it applies to less than all of the holders of the Securities then outstanding.


 


6.3        Severability.
If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Subscription Agreement in that jurisdiction or the validity
or enforceability of any provision of this Subscription Agreement in any other jurisdiction.


 


6.4        Governing
Law; Jurisdiction; Waiver of Jury Trial. 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.


 


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


 


6.6        Successors
and Assigns. This Subscription Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. The Company shall not assign this Subscription Agreement or any rights or obligations hereunder without the prior
written consent of the holders of at least a majority the Securities then outstanding, except by merger or consolidation. The Subscriber
shall not assign its rights hereunder without the consent of the Company, which consent shall not be unreasonably withheld.


 






    	6



    	 



    

 


6.7        No
Third Party Beneficiaries. This Subscription Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


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


 


6.9        Legal
Effect. The Subscriber acknowledges that: (a) it has read this Agreement and the exhibits hereto; and (b) it understands the terms
and consequences of this Agreement and is fully aware of its legal and binding effect.


 


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


 


6.11      Independent
Legal Advice. The parties hereto acknowledge that they have each received independent legal advice with respect to the terms of
this Agreement and the transactions contemplated herein or have knowingly and willingly elected not to do so


 


6.12      Counterparts.
This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


[Signature
page follows]


 






    	7



    	 



    

 





	Shares of Common Stock -	 	$2,000,000 (the “Purchase Price”)
	 	 	 
		 	 
	Signature	 	Signature (if purchasing jointly)
	 	 	 
	  	 	 
	Name Typed or Printed	 	Name Typed or Printed
	 	 	 
		 	 
	Title (if Subscriber is an Entity)	 	Title (if Subscriber is an Entity)
	 	 	 
		 	 
	Entity Name (if applicable)	 	Entity Name (if applicable)
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	City, State and Zip Code	 	City, State and Zip Code
	 	 	 
	 	 	 
	Telephone-Business	 	Telephone-Business
	 	 	 
	 	 	 
	Telephone-Residence	 	Telephone-Residence
	 	 	 
	 	 	 
	Facsimile-Business	 	Facsimile-Business
	 	 	 
	 	 	 
	Facsimile-Residence	 	Facsimile-Residence
	 	 	 
	 	 	 
	Tax ID # or Social Security #	 	Tax ID # or Social Security #
	 	 	 
	 	 	 
	Name in which Shares should be issued:



	 
	 
	 	 	 
	Dated:March
31, 2014




	 	 



  






    	8



    	 



    

 


This
Subscription Agreement is agreed to and accepted as of March 31, 2014.


 





	CYTOMEDIX, INC.	 
	 	 	 
	By: 	/s/
    Martin P. Rosendale	 
	Name	Martin P. Rosendale, CEO	 
	Title:	Chief Executive Officer	 







  






    	9



    	 



    






 


CERTIFICATE
OF SIGNATORY


 


(To
be completed if Securities are


being
subscribed for by an entity)


 


 


I,
____________________________, am the ____________________________ of __________________________________________ (the “Entity”).


 


I
certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement
and to purchase and hold the Securities, and certify further that the Subscription Agreement has been duly and validly executed
on behalf of the Entity and constitutes a legal and binding obligation of the Entity.


 


IN
WITNESS WHEREOF, I have set my hand this ________ day of _________________, 2014





 


 


	 			 
	 		(Signature)	 







  






    	10



    	 



    

 


EXHIBIT A


ACCREDITED INVESTOR
QUESTIONNAIRE


 


The
undersigned Subscriber is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities
Act and amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act by virtue of being (initial all applicable responses):


 


	______A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958,
	______A business development company as defined in the Investment Company Act of 1940,
	______A national or state-chartered commercial bank, whether acting in an  individual or fiduciary capacity,
	______An insurance company as defined in Section 2(13) of the Securities Act,
	______An investment company registered under the Investment Company Act of 1940,
	______An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000,
	_____A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940,
	_____An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000,
	_____A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of purchase exceeds $1,000,000.  For purposes of this Exhibit A-1, “net worth” means the excess of total assets at fair market value over total liabilities. For purposes of calculating net worth under this section, (i) the primary residence shall not be included as an asset, (ii) to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess amount shall be included as a liability, and (iii) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days prior to the execution of this questionnaire, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability.
	_____Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D,
	_____A natural person who had an individual income in excess of $200,000 in each of the two most recent calendar years, and has a reasonable expectation of reaching the same income level in the current calendar year.  For purposes of this Exhibit A-1, “income” means annual adjusted gross income, as reported for federal income tax purposes, plus (i) the amount of any tax-exempt interest income received; (ii) the amount of losses claimed as a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan; (v) alimony paid; and (vi) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code of 1986, as amended.
	_____A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity's equity owners fall into one or more of the categories enumerated above. (Note: additional documentation may be requested).


 


		 	 	 
	Name
of Subscriber (Print) 	 	Name of Joint Subscriber (if any) (Print)	 
	 	 	 	 
		 	 	 
	Signature
of Subscriber	 	Signature of Joint Subscriber (if any) 	 
	 	 	 	 
	 	 	 	 
	Capacity of Signatory (for entities)	 	Date 	 




 






    	11



    	 



    

 







EXHIBIT B


WIRE INSTRUCTIONS


 


 


 


 


 






    	12



    	 



    

 


EXHIBIT C


ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013


 


 


 


 


 



    	13



    	 



    

  


EXHIBIT D


LOCKUP AGREEMENT


 


 


March
31, 2014


 


Cytomedix,
Inc.


209
Perry Parkway, Suite 7


Gaithersburg,
MD 20877


 


		Re:	Subscription Agreement,
dated as of March 31, 2014 (the “Subscription Agreement”)



 


Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in
the Subscription Agreement. 


 


Pursuant
to the Subscription Agreement and in satisfaction of a condition of the Company’s obligations under the Subscription Agreement,
the undersigned irrevocably agrees with the Company that, from the date hereof until the earlier of: (i) ten (10) trading days
following the Share Authorization Vote (as the term is defined under the Facility Agreement) or (ii) June 30, 2014 (such period,
the “Restriction Period”), the undersigned (i) will not, directly or indirectly, offer, sell, agree to offer or sell,
solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose
of any Securities (as defined below), and (ii) will not establish or increase any “put equivalent position” or liquidate
or decrease any “call equivalent position” with respect to any Securities (in each case within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), or otherwise enter
into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence
of ownership of any Securities, whether or not such transaction is to be settled by delivery of the Securities, other securities,
cash or other consideration, with respect to, any Shares, the Warrants, the Warrant Shares acquired by the undersigned in this
Offering pursuant to the Subscription Agreement (the “Securities”). Beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions
preventing the Transfer Agent from effecting any actions in violation of this Letter Agreement.


 


The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each
Purchaser to complete the transactions contemplated by the Subscription Agreement and the Company shall be entitled to specific
performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power
and authority to execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor
and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Subscription Agreement.


 


This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and
the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without
regard to the principles of conflict of laws. 


 


This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same
agreement.


 








	 	Signature	 	 
		
    Print
Name	 	 
		Address
for Notice	 	 







 


By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.


 








	CYTOMEDIX, INC.	 
	 	 	 
	By: 	 	 
		 	 







   






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Exhibit E


Registration Rights
Agreement


 




 


 


 


 






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