Unassociated Document


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933 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
      OF 1933 AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
      TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER THE SECURITIES ACT OF 1933 AND SUCH LAWS PURSUANT TO
      REGISTRATION OR EXEMPTION THEREFROM.

    


    WARRANT
      TO PURCHASE

    SHARES
      OF COMMON STOCK

    OF

    CYTOMEDIX,
      INC.

    


    Expires
      February 2, 2015

     

    
      
        	
                No.:
                  W-FE-07-B-_____________

              	
                Number
                  of Shares: _________

              


      

    

    Date
      of Issuance: August 2, 2007

    


    THIS
      IS
      TO CERTIFY THAT, for value received, _____________________________, or its
      assigns, (the “Holder”), is entitled to purchase from Cytomedix, Inc., a
      Delaware corporation (“Company”), ___________________________________
      (_____________) shares of the Company’s common stock, par value $.0001 per share
      (“Common Stock”), on the terms and conditions hereinafter set
      forth.

    


    
      	I.	
              Grant
                of Warrant

            


    

    


    1.1 Grant
      and Vesting.
      The
      Company hereby grants to the Holder Warrants (“Warrants”) to purchase up to
      _________________________ (_____________________) shares of Common Stock at
      a
      purchase price equal to $1.50 per share of Common Stock (“Exercise Price”). The
      Warrants shall vest as to all shares of Common Stock immediately. The shares
      of
      Common Stock for which the Warrants may be exercised are referred to as the
      “Warrant Shares.” 

    


    1.2 Exercise
      Period.
      The
      Warrants shall be exercisable commencing on the date of original issuance of
      the
      Warrants (“Exercisability Date”) and continue to be exercisable for the period
      (“Exercise Period”) until 5:00 p.m., eastern time, on February 2,
      2015.

    


    1.3 Shares
      To Be Issued; Reservation of Shares.
      The
      Company covenants and agrees that (a) all of the securities issuable upon the
      exercise of the Warrants in accordance with the terms hereof will, upon issuance
      in accordance with the terms hereof and payment of the Exercise Price therefor,
      be duly authorized, validly issued and outstanding, fully paid and
      non-assessable, and free from all taxes, liens and charges with respect to
      the
      issuance thereof and (b) the Company will cause during the Exercise Period,
      there to be authorized and reserved a sufficient number of securities to provide
      for the exercise of the Warrants in full.

    

      
        	
                Warrant
                  W-FE-07-B-________________

              	
                Page
                  1

              
	
                Cytomedix,
                  Inc.

              	
                August
                  2, 2007

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	II.	
              Adjustments
                to Warrants

            


    

    


    2.1 Stock
      Splits and Combinations.
      If the
      Company shall combine all of its outstanding shares of Common Stock into a
      smaller number of shares, the number of Warrant Shares shall be proportionately
      decreased and the Exercise Price in effect immediately prior to such combination
      shall be proportionately increased, as of the effective date of such
      combination, as follows: (a) the number of Warrant Shares purchasable
      immediately prior to the effective date of such combination shall be adjusted
      so
      that the Holder of the Warrants, if exercised on or after that date, shall
      be
      entitled to receive the number and kind of Warrant Shares which the Holder
      of
      the Warrants would have owned and been entitled to receive as a result of the
      combination had the Warrants been exercised immediately prior to that date,
      and
      (b) the Exercise Price in effect immediately prior to such adjustment shall
      be
      adjusted by multiplying such Exercise Price by a fraction, the numerator of
      which is the aggregate number of shares of Common Stock purchasable upon
      exercise of the Warrants immediately prior to such adjustment, and the
      denominator of which is the aggregate number of shares of Common Stock
      purchasable upon exercise of this Warrants immediately thereafter. If the
      Company shall subdivide all of its outstanding shares of Common Stock, the
      number of Warrant Shares shall be proportionally increased and the Exercise
      Price in effect prior to such subdivision shall be proportionately decreased,
      as
      of the effective date of such subdivision, as follows: (a) the number of Warrant
      Shares purchasable upon the exercise of the Warrants immediately prior to the
      effective date of such subdivision, shall be adjusted so that the Holder of
      the
      Warrants, if exercised on or after that date, shall be entitled to receive
      the
      number and kind of Warrant Shares which the Holder of the Warrants would have
      owned and been entitled to receive as a result of the subdivision had the
      Warrants been exercised immediately prior to that date, and (b) the Exercise
      Price in effect immediately prior to such adjustment shall be adjusted by
      multiplying the Exercise Price by a fraction, the numerator of which is the
      aggregate number of shares of Common Stock purchasable upon exercise of the
      Warrants immediately prior to such adjustment, and the denominator of which
      is
      the aggregate number of shares of Common Stock purchasable upon exercise of
      the
      Warrants immediately thereafter.

    


    2.2 Stock
      Dividends and Distributions.
      If the
      Company shall fix a record date for the holders of its Common Stock entitled
      to
      receive a dividend or other distribution payable in additional shares of Common
      Stock, then the number of Warrant Shares shall be proportionately increased
      and
      the Exercise Price in effect prior to the time of such issuance or the close
      of
      business on such record date shall be proportionately decreased, as of the
      time
      of such issuance, or in the event such record date is fixed, as of the close
      of
      business on such record date, as follows: (a) the number of Warrant Shares
      purchasable immediately prior to the time of such issuance or the close of
      business on such record date shall be adjusted so that the Holder of the
      Warrants, if exercised after that date, shall be entitled to receive the number
      and kind of Warrant Shares which the Holder of the Warrants would have owned
      and
      been entitled to receive as a result of the dividend or distribution had the
      Warrants been exercised immediately prior to that date, and (b) the Exercise
      Price in effect immediately prior to such adjustment shall be adjusted by
      multiplying such Exercise Price by a fraction, the numerator of which is the
      aggregate number of shares of Common Stock purchasable upon exercise of the
      Warrants immediately prior to such adjustment, and the denominator of which
      is
      the aggregate number of shares of Common Stock purchasable upon exercise of
      the
      Warrants immediately thereafter.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    2

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3 Other
      Dividends and Distributions.
      If the
      Company shall fix a record date for the holders of Common Stock entitled to
      receive a dividend or other distribution payable in securities of the Company
      other than shares of Common Stock, then lawful and adequate provision shall
      be
      made so that the Holder of the Warrants shall be entitled to receive upon
      exercise of the Warrants, for the applicable exercise price in effect prior
      thereto, in addition to the number of Warrant Shares immediately theretofore
      issuable upon exercise of the Warrants, the kind and number of securities of
      the
      Company which the Holder would have owned and been entitled to receive had
      the
      Warrants been exercised immediately prior to that date.

    


    2.4 Reclassification,
      Exchange and Substitution.
      If
      the
      Common Stock is changed into the same or a different number of shares of any
      class or classes of stock, whether by recapitalization, reclassification or
      otherwise (other than by a subdivision or combination of shares or stock
      dividend or a reorganization, merger, consolidation or sale of assets provided
      for elsewhere in this Article II), then the Holder of the Warrants shall be
      entitled to receive upon exercise of the Warrants, in lieu of the Warrant Shares
      immediately theretofore issuable upon exercise of the Warrants, for the
      aggregate exercise price in effect prior thereto, the kind and amount of stock
      and other securities and property receivable upon such recapitalization,
      reclassification or other change, by the holders of the number of shares of
      Common Stock for which the Warrants could have been exercised immediately prior
      to such recapitalization, reclassification or other change (in any event,
      subject to further anti-dilution protection as provided in this Article
      II).

     

    2.5 Reorganizations,
      Mergers. Consolidations or Sales of Assets.
      If any
      of the following transactions (each, a “Special Transaction”) shall become
      effective: (a) a capital reorganization, share exchange or exchange offer (other
      than a recapitalization, subdivision, combination, reclassification or exchange
      of shares provided for elsewhere in this Article II), (b) a consolidation or
      merger of the Company with and into another entity, or (c) a sale or conveyance
      of all or substantially all of the Company’s assets, then as a condition of any
      Special Transaction, lawful and adequate provision shall be made so that the
      Holder of the Warrants shall thereafter have the right to purchase and receive
      upon exercise of the Warrants, in lieu of the Warrant Shares immediately
      theretofore issuable upon exercise of the Warrants, for the applicable exercise
      price in effect immediately prior to such event, such shares of stock, other
      securities, cash or other assets as may be issued or payable in and pursuant
      to
      the terms of such Special Transaction to the holders of shares for which the
      Warrants could have been exercised immediately prior to such Special
      Transaction. In connection with any Special Transaction, appropriate provision
      shall be made with respect to the rights and interests of the Holder of the
      Warrants to the end that the provisions of the Warrants (including, without
      limitation, provisions for adjustment of the applicable exercise price and
      the
      number of Warrant Shares issuable upon the exercise of this Warrant), shall
      thereafter be applicable, as nearly as may be practicable, to any shares of
      stock, other securities, cash or other assets thereafter deliverable upon the
      exercise of the Warrants. The Company shall not effect any Special Transaction
      unless prior to, or simultaneously with, the closing thereof; the successor
      entity and the issuer of the securities into which the Warrants are exercisable
      (if other than the Company), resulting from such Special Transaction, shall
      assume by a written instrument executed and mailed by certified mail or
      delivered to the Holder of the Warrants at the address of the Holder appearing
      on the books of the Company, the obligation of the Company or such successor
      corporation to deliver to the Holder such shares of stock, securities, cash
      or
      other assets, as in accordance with the foregoing provisions, which the Holder
      shall have the right to purchase.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    3

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.6 Notice.
      Whenever
      the Warrants or the number of Warrant Shares are to be adjusted as provided
      herein, the Company shall forthwith, as soon as reasonably practicable, cause
      to
      be sent to the Holder a notice stating in reasonable detail the relevant facts
      and any resulting adjustments and the calculation thereof.

    


    2.7 Fractional
      Interests.
      The
      Company shall not be required to issue fractions of shares of Common Stock
      upon
      the exercise of the Warrants. If any fraction of a share of Common Stock would
      be issuable upon the exercise of the Warrants, the Company shall, upon such
      issuance, purchase such fraction for an amount in cash equal to the current
      value of such fraction, computed on the basis of the last reported closing
      price
      of the Common Stock on the securities exchange or quotation system on which
      the
      shares of Common Stock are then listed or traded, as the case may be, if any,
      on
      the last business day prior to the date of exercise upon which such a sale
      shall
      have been effected, or, if the Common Stock is not so listed or traded on an
      exchange or quotation system, as the Board of Directors of the Company may
      in
      good faith determine.

    


    2.8 Effect
      of Alternate Securities.
      If at
      any time, as a result of an adjustment made pursuant to this Article II, the
      Holder of the Warrants shall thereafter become entitled to receive any
      securities of the Company other than shares of Common Stock, then the number
      of
      such other securities receivable upon exercise of the Warrants shall be subject
      to adjustment from time to time on terms as nearly equivalent as practicable
      to
      the provisions with respect to shares of Common Stock contained in this Article
      II.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    4

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.9 Successive
      Application.
      The
      provisions of this Article II shall apply from time to time to successive events
      covered by this Article II. Upon the occurrence of any event contemplated by
      this Article II, all references to Common Stock, to the Company and to other
      defined terms shall be equitably adjusted to protect the interests of the
      Holder.

    


    2.10 Other
      Notices.
      In case
      at any time:

    


    (i) the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;

    


    (ii) the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;

    


    (iii) there
      shall be any capital reorganization of the Company, or reclassification of
      the
      Common Stock, or consolidation or merger of the Company with or into, or sale
      of
      all or substantially all its assets to, another corporation or entity;
      or

    


    (iv) there
      shall be a voluntary or involuntary dissolution, liquidation or winding-up
      of
      the Company.

    


    Then,
      in
      each such case, the Company shall give to the Holder of the Warrants (a) notice
      of the date on which the books of the Company shall close or a record shall
      be
      taken for determining the holders of Common Stock entitled to receive any such
      dividend, distribution, or subscription rights or for determining the holders
      of
      Common Stock entitled to vote in respect of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up and (b) in the case of any such reorganization, reclassification,
      consolidation, merger, sale, dissolution, liquidation or winding-up, notice
      of
      the date (or, if not then known, a reasonable approximation thereof by the
      Company) when the same shall take place. Such notice shall also specify the
      date
      on which the holders of Common Stock shall be entitled to receive such dividend,
      distribution, or subscription rights or to exchange their Common Stock for
      stock
      or other securities or property deliverable upon such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation, or
      winding-up, as the case may be. Such notice shall be given at least twenty
      (20)
      business days prior to the record date or the date on which the Company’s books
      are closed in respect thereto. Failure to give any such notice or any defect
      therein shall not affect the validity of the proceedings referred to in clauses
      (i), (ii), (iii) and (iv) above.

    


    2.11 Adjustments
      to Exercise Price.
      Notwithstanding
      anything herein, no adjustment to the Exercise Price shall be made with respect
      to the issuance of securities by the Company.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    5

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	III.	
              Exercise

            


    

    


    3.1 Exercise
      of Warrants.

    


    (a) The
      Holder may exercise the Warrants by (i) surrendering this Warrant with the
      form
      of exercise notice attached hereto duly executed by the Holder, and (ii) making
      payment to the Company of the aggregate Exercise Price for the applicable
      Warrant Shares in cash, by certified check or wire transfer of immediately
      available funds to an account designated by the Company. Upon any partial
      exercise of this Warrant, the Company, at its expense, shall promptly issue
      to
      the Holder for its surrendered Warrant a replacement Warrant identical in all
      respects to this Warrant, except that the number of Warrant Shares shall be
      reduced accordingly.

    


    (b) Notwithstanding
      anything in this Warrant to the contrary, in no event shall the Holder of the
      Warrants be entitled to exercise the Warrants (or portions thereof) if the
      sum
      of (i) the number of shares of Common Stock beneficially owned by the holder
      and
      its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company),
      and
      (ii) the number of shares of Common Stock issuable upon exercise of the Warrants
      (or portions thereof) with respect to which the determination described herein
      is being made, would at the time of exercise result in beneficial ownership
      by
      the Holder and its affiliates of more than 9.9% of the outstanding shares of
      Common Stock. For purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13D-G thereunder.

    


    (c) Each
      person in whose name any Warrant Share certificate is issued upon exercise
      of
      the Warrants shall for all purposes been deemed to have become the holder of
      record of the Warrant Shares for which the Warrants were exercised as of the
      date of exercise. Certificates for the Warrant Shares so purchased, representing
      the aggregate number of shares specified in the Exercise Agreement, shall be
      delivered to the holder hereof within a reasonable time after the Warrants
      shall
      have been so exercised. The certificates so delivered shall be in such
      denominations as may be requested by the holder hereof and shall be registered
      in the name of such holder or such other name as shall be designated by such
      holder. If the Warrants shall have been exercised only in part, then, unless
      the
      Warrants have expired, the Company shall, at its expense, at the time of
      delivery of such certificates, deliver to the holder a new Warrant representing
      the number of Warrants which have not been exercised.

    


    3.2 Issuance
      of Warrant Shares.
      The
      Warrant Shares purchased shall be issued to the Holder exercising the Warrants
      as of the close of business on the business day on which all actions and
      payments required to be taken or made by the Holder hereunder shall have been
      so
      taken or made. Certificates for the Warrant Shares so purchased shall be
      delivered to the Holder as soon as reasonably practicable after the Warrants
      are
      so exercised.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    6

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	IV.	
              Call

            


    

    


    Commencing
      upon the effective date of a registration statement under the Securities Act,
      providing for the resale of the Warrant Shares (“Registration Statement”), the
      Company may call up to one hundred percent (100%) of this Warrant if the last
      reported closing price of the Common Stock on the securities exchange or
      quotation system on which the Common Stock is then listed or traded has been
      equal to or greater than $5.00 (as may be adjusted for any stock splits or
      combinations of the Common Stock) for a period of at least ten (10) consecutive
      trading days prior to the date of delivery of the Call Notice (a “Call Notice
      Period”) by providing the Holder of this Warrant written notice pursuant to
      Section 9.11 (the “Call Notice”); provided,
      that
      (a) the
      Registration Statement is then in effect, (b) trading in the Common Stock shall
      not have been suspended by the Securities and Exchange commission or the
      securities exchange or quotation system on which the Common Stock is then listed
      or traded, and (c) there are no contractual restrictions on the Holder's ability
      to sell the Called Warrant Shares pursuant to the Term Sheet Agreement between
      the Company and the Holder (or its successor) dated August 2, 2007, and the
      Shareholders Agreement between the Holder (or its successor) dated August 2,
      2007. In the event that the Company issues a Call Notice, the rights and
      privileges granted pursuant to this Warrant with respect to fifty percent (50%)
      of the shares of Warrant Stock subject to the Call Notice (the “Called Warrant
      Shares”) shall expire on the forty-fifth (45th)
      day
      after the Holder receives the Call Notice (the “Early Termination Date”), and
      the rights and privileges granted pursuant to this Warrant with respect to
      the
      remaining Called Warrant Shares shall expire on the ninetieth (90th)
      day
      after the Holder receives the Call Notice (the “Late Termination Date”). If this
      Warrant is not exercised with respect to such Called Warrant Shares, the Issuer
      shall remit to the Holder of this Warrant (a) $.01 per Called Warrant Share
      and
      (b) a new Warrant representing the number of shares of Warrant Stock, if any,
      which shall not have been subject to the Call Notice upon the Holder tendering
      to the Issuer the applicable Warrant certificate. The Call Notice shall be
      deemed received by the Holder on the date actually received, but not later
      than
      one (1) business day after the Call Notice was properly posted or given to
      such
      express delivery service in accordance with Section 9.11. If made by telex,
      telecopy or other facsimile transmission in accordance with Section 9.11, the
      Call Notice shall be deemed to have been made and received at the time of
      dispatch.

    


    
      	V.	
              Rights
                of the Holder

            


    

    


    5.1 No
      Rights or Liabilities as Shareholder.
      Except
      as provided herein, the Holder shall not, solely by virtue of the Warrants
      and
      prior to the issuance of the Warrant Shares upon due exercise hereof, be
      entitled to any rights as a shareholder of the Company. No provision of this
      Warrant, in the absence of affirmative action by the Holder hereof to purchase
      Warrant Shares, and no mere enumeration herein of the rights or privileges
      of
      the Holder hereof, shall give rise to any liability of such Holder for the
      Exercise Price or as a shareholder of the Company, whether such liability is
      asserted by the Company or by creditors of the Company.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    7

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.2 Certain
      Covenants.
      The
      Company will (a) take all such action as may be necessary or appropriate in
      order that the Warrant Shares will, upon issuance in accordance with the terms
      hereof and the payment of the Exercise Price therefor, be duly authorized,
      validly issued and outstanding, fully paid and non-assessable and (b) use its
      reasonable efforts to obtain all such authorizations, exemptions or consents
      from any public regulatory body having jurisdiction thereof as may be necessary
      to enable the Company to perform its obligations under this Warrant. The Company
      will not, by amendment of its charter or through any reorganization, transfer
      of
      assets, consolidation, merger, dissolution, issue or sale of securities, or
      any
      other voluntary action, avoid or seek to avoid the observance or performance
      of
      any of the terms to be observed or performed by it hereunder, but will at all
      times in good faith assist in the carrying out of all the provisions of this
      Warrant and in the taking of all such action as may reasonably be requested
      by
      the Holder of this Warrant in order to protect the exercise privilege of the
      Holder of the Warrants against dilution or other impairment, consistent with
      the
      tenor and purpose of this Warrant. Without limiting the generality of the
      foregoing, the Company (i) will not increase the par value of any shares of
      Common Stock receivable upon the exercise of the Warrants above the Exercise
      Price then in effect, and (ii) will take all such actions as may be necessary
      or
      appropriate in order that the Company may validly and legally issue fully paid
      and nonassessable shares of Common Stock upon the exercise of the Warrants
      in
      accordance with the terms hereof and payment of the Exercise Price
      therefor.

    


    
      	
              VI.

            	
              Loss

            


    

    


    Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant, and (in the case of loss,
      theft or destruction) reasonably satisfactory indemnification, and upon
      surrender and cancellation of the Warrant, if mutilated, the Company shall
      immediately execute and deliver a new Warrant of like tenor and
      date.

    


    
      	VII.	
              Legend
                On Warrant Shares

            


    

    


    7.1 Legend.
      The
      certificates representing the Warrant Shares shall bear a legend substantially
      similar to the following:

    


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933 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
      OF 1933 AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
      TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER THE SECURITIES ACT OF 1933 AND SUCH LAWS PURSUANT TO
      REGISTRATION OR EXEMPTION THEREFROM. 

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    8

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	VIII.	
              Registration
                Rights

            


    

    


    The
      Holder shall be entitled to registration rights pursuant to the terms of that
      certain Registration Rights Agreement between the Company and the signatories
      thereto (the “Registration Rights Agreement”) of even date
      herewith.

    


    
      	IX.	
              Miscellaneous

            


    

    


    9.1 Representations
      of the Company.
      The
      Company represents and warrants to the Holder as follows:

    


    (a) The
      execution and delivery of the Warrants and the performance by the Company of
      its
      obligations hereunder have been duly authorized by all necessary corporate
      action on part of the Company in accordance with its corporate organizational
      documents.

    


    (b) This
      Warrant has been duly executed and delivered by the Company and constitutes
      the
      legal, valid, binding and enforceable obligation of the Company, enforceable
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies or by other equitable principles of general
      application.

    


    (c) Upon
      issuance thereof in accordance with the terms hereof and payment of the Exercise
      Price therefor, all of the Warrant Shares will, upon issuance, be duly
      authorized, validly issued and outstanding, fully paid and non-assessable,
      and
      free from all taxes, liens and charges with respect to the issuance
      thereof.

    


    (d) Except
      for filings under applicable state and federal securities laws, the Company
      has
      obtained all such authorizations, exemptions or consents from any public
      regulatory body having jurisdiction thereof as may be necessary to enable the
      Company to perform its obligations hereunder.

    


    9.2 Assignment.
      The
      rights, obligations and duties of the Company hereunder shall not be assignable
      or otherwise transferable by the Company. The Warrants and the rights granted
      to
      the Holder hereof are transferable by the Holder, in whole or in part, upon
      surrender of this Warrant, together with a properly executed assignment in
      the
      form attached hereto, at the office or agency of the Company.

    


    If,
      at
      the time of the surrender of this Warrant in connection with any exercise,
      transfer, or exchange of the Warrants, the Warrants (or, in the case of any
      exercise, the Warrant Shares issuable hereunder), are not registered under
      the
      Securities Act and under applicable state securities or blue sky laws, the
      Company may require, as a condition of allowing such exercise, transfer, or
      exchange, (i) that the Holder or transferee of this Warrant, as the case may
      be,
      furnish to the Company a written opinion of counsel, which opinion and counsel
      are acceptable to the Company, to the effect that such exercise, transfer,
      or
      exchange may be made without registration under said Act and under applicable
      state securities or blue sky laws, (ii) that the holder or transferee execute
      and deliver to the Company an investment letter in form and substance acceptable
      to the Company and (iii) that the transferee be an “accredited investor” as
      defined in Rule 501(a) of Regulation D promulgated under the Securities Act;
      provided that no such opinion, letter or status as an “accredited investor”
shall be required in connection with a transfer pursuant to Rule 144 under
      the
      Securities Act. The first Holder of the Warrants, by taking and holding the
      same, represents to the Company that such Holder is acquiring the Warrants
      for
      investment and not with a view to the distribution thereof.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    9

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.3 Modification.
      No term
      or provision contained herein may be modified, amended or waived except by
      written agreement or consent signed by the party to be bound
      thereby.

    


    9.4 Binding
      Effect and Benefit.
      The
      Warrants shall inure to the benefit of, and shall be binding upon, the parties
      hereto, their heirs, executors, administrators, personal representatives,
      successors in interest and permitted assigns.

    


    9.5 Further
      Assurances.
      Company
      agrees that from time to time hereafter, upon request, it will, at its sole
      expense, execute, acknowledge and deliver such other instruments and documents
      and take such further action as may be reasonably necessary to carry out the
      intent of the Warrants.

    


    9.6 Governing
      Law: Waiver of Jury Trial.
      THIS
      WARRANT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES
      HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS
      OF LAW PROVISIONS) OF THE STATE OF DELAWARE. AS PART OF THE CONSIDERATION FOR
      NEW VALUE THIS DAY RECEIVED, THE COMPANY, AND THROUGH ITS RECEIPT OF THIS
      WARRANT THE HOLDER, HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF ANY STATE
      OR
      FEDERAL COURT LOCATED IN MONTGOMERY COUNTY, MARYLAND. EACH OF THE COMPANY AND
      THE HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
      SUIT OR PROCEEDING ARISING OUT OF OR RELATED TO THE WARRANTS. THE COMPANY WAIVES
      ANY OBJECTION WHICH THE COMPANY MAY HAVE BASED ON LACK OF JURISDICTION OR
      IMPROPER VENUE OR FORUM
      NON CONVENIENS
      TO ANY
      SUIT OR PROCEEDING INSTITUTED BY THE HOLDER UNDER THE WARRANTS IN ANY STATE
      OR
      FEDERAL COURT LOCATED IN MONTGOMERY COUNTY, MARYLAND AND CONSENTS TO THE
      GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE
      COURT.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    10

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.7 Incorporation
      by Reference.
      All
      exhibits and documents
      referred to in this Warrant shall be deemed incorporated herein by any reference
      thereto as if fully set out.

    


    9.8 Counterparts.
      This
      Warrant may be executed in one or more counterparts (all counterparts together
      reflecting the signature of all parties) each of which shall be deemed an
      original, and all of which together shall constitute one and the same
      instrument.

    


    9.9 Survival
      of Agreements.
      All
      agreements, covenants, representations and warranties contained herein or made
      in writing by or on behalf of the Company in connection with the transactions
      contemplated hereby shall survive the execution and delivery of this
      Warrant.

    


    9.10 Headings
      and Captions.
      Subject
      headings and captions are included for convenience purposes only and shall
      not
      affect the interpretation of this Warrant.

    


    9.11 Notice.
      All
      notices, requests, demands and other communications permitted or required
      hereunder shall be in writing, and either (i) delivered in person, (ii) sent
      by
      express mail or other overnight delivery service providing receipt of delivery,
      (iii) mailed by certified or registered mail, postage prepaid, return receipt
      requested or (iv) sent by telex, telegraph or other facsimile transmission
      as
      follows:

    


    If
      to
      Company addressed or delivered in person to:

    


    Cytomedix,
      Inc. 

    Attn:
      Chief Financial Officer

    416
      Hungerford Dr., Suite 330

    Rockville,
      Maryland 20850

    


    If
      to the
      Holder, addressed or delivered in person to:

    


    _________________________

    


    _________________________

    


    _________________________

     

    or
      to
      such other address as either party may designate by notice in accordance with
      this Section.

    


    Any
      such
      notice or communication, if given or made by prepaid, registered or certified
      mail or by recorded express delivery, shall be deemed to have been made when
      actually received, but not later than one (1) business day after the same was
      properly posted or given to such express delivery service and if made properly
      by telex, telecopy or other facsimile transmission such notice or communication
      shall be deemed to have been made at the time of dispatch.

    
      

        
          	
                  Warrant
                    W-FE-07-B-________________

                	
                  Page
                    11

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.12 Severability.
      If any
      portion of this Warrant is held invalid, illegal or unenforceable, such
      determination shall not impair the enforceability of the remaining terms and
      provisions herein, which may remain effective, and to this end this Warrant
      is
      declared to be severable.

    


    9.13 Waiver.
      No
      waiver
      of a default, breach or other violation of any provision of this Warrant shall
      operate or be construed as a waiver of any subsequent default, breach or other
      violation or limit or restrict any right or remedy otherwise available. No
      delay
      or omission on the part of the Holder to exercise any right or power arising
      by
      reason of a default shall impair any such right or power or prevent its exercise
      at any time during the continuance thereof

    


    9.14 Gender
      and Pronouns.
      Throughout this Warrant, the masculine shall include the feminine and neuter
      and
      the singular shall include the plural and vice versa as the context
      requires.

    


    9.15 Entire
      Agreement.
      This
      Warrant constitutes
      the entire agreement of the parties with respect to the subject matter contained
      herein, and supersedes any and all other prior agreements, oral or written,
      with
      respect to the subject matter contained herein.

    


    9.16 Remedies.
      The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the Holder, by vitiating the intent and purpose of the
      transaction contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for a breach of its obligations under this Warrant will be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of the provisions of this Warrant, that the Holder shall be entitled,
      in
      addition to all other available remedies at law or in equity, to an injunction
      or injunctions restraining, preventing or curing any breach of this Warrant
      and
      to enforce specifically the terms and provisions thereof, without the necessity
      of showing economic loss and without any bond or other security being
      required. 

    


    IN
      WITNESS WHEREOF, the
      Company has caused this Warrant to be duly executed and delivered as of August
      2, 2007.

     

    
      	 	 	 
	 	CYTOMEDIX,
              INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Andrew
              Maslan
	 	Chief
              Financial Officer


    

    

      
        	
                Warrant
                  W-FE-07-B-________________

              	
                Page
                  12

              
	
                Cytomedix,
                  Inc.

              	
                August
                  2, 2007

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WARRANT

    EXERCISE/ASSIGNMENT
      FORM

    CYTOMEDIX,
      INC.

    


    The
      undersigned _______________, pursuant to the provisions of the within Warrant,
      hereby elects to purchase _____ shares of Common Stock of Cytomedix, Inc.
      covered by the within Warrant.

    


    Dated:
      __________________  

    Signature______________________

    Address 

    ___________________________

    ___________________________

    SSN#______________________

    


    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the date of Exercise: _________________________

     

    


     

    ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers unto
      __________________ the within Warrant and all rights evidenced thereby and
      does
      irrevocably constitute and appoint _____________, attorney, to transfer the said
      Warrant on the books of the within named corporation.

    


    Dated:
      _________________  

    Signature___________________________

    Address     

    _________________________

    _________________________

    


    


    PARTIAL
      ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, _________________ hereby sells, assigns and transfers unto
      __________________ the right to purchase _________ shares of Warrant Stock
      evidenced by the within Warrant together with all rights therein, and does
      irrevocably constitute and appoint ___________________, attorney, to transfer
      that part of the said Warrant on the books of the within named
      corporation.

    


    Dated:
      _________________  

    Signature___________________________

    Address 

    _________________________

    _________________________         

     

    


    FOR
      USE BY THE ISSUER ONLY:

    


    This
      Warrant No. W-FE-07-B-_____ canceled (or transferred or exchanged) this _____
      day of ___________, _____, shares of Common Stock issued therefor in the name
      of
      _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
      in
      the name of _______________.

     

    

      
        	
                Warrant
                  W-FE-07-B-________________

              	
                Page
                  13

              
	
                Cytomedix,
                  Inc.

              	
                August
                  2, 2007