REGISTRATION
      RIGHTS AGREEMENT

    


    This
      REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of August 2, 2007, by and
      among Cytomedix, Inc., a Delaware corporation, (“Company”), and Fitch, Even,
      Tabin & Flannery and The Coleman Law Firm, together with any assignee or
      transferee of all of their respective registration rights hereunder
      (“Warrantholders”).

    


    
      	
              1.

            	
              DEFINITIONS.

            


    

    


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

     

    (a) “Agreement”
      means this Registration Rights Agreement.

    


    (b) “Common
      Stock” means the Company’s common stock, par value $0.0001.

    


    (c) “Company”
      means Cytomedix, Inc., a Delaware corporation.

    


    (d) “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

    


    (e) “Register,”
      “registered,” and “registration” refer to a registration effected by preparing
      and filing a Registration Statement(s) in compliance with the Securities Act
      and
      pursuant to Rule 415, and the declaration or ordering of effectiveness of such
      Registration Statement(s) by the SEC. 

    


    (f) “Registrable
      Securities” means the shares of Common Stock issuable to the Warrantholders
      pursuant to the Shareholder’s Agreement, and the Warrant Shares and any shares
      of Common Stock issued or issuable as a dividend on or in exchange for or
      otherwise with respect to any of the Warrant Shares, provided,
      that
      any shares of Common Stock which have been sold pursuant to a Registration
      Statement or which may be sold without registration or restriction (including
      volume limitations) shall cease to be Registrable Securities
      hereunder.

    


    (g) “Registration
      Period” means the period beginning upon the effectiveness of a Registration
      Statement covering the resale of the Registrable Securities and ending upon
      the
      earlier of (i) the date on which all of the Registrable Securities have been
      sold and (ii) the date on which the Registrable Securities may be immediately
      sold to the public without registration or restriction (including without
      limitation as to volume by each holder thereof) under the Securities
      Act.

    


    (h) “Registration
      Statement” means a registration statement of the Company under the Securities
      Act.

    


    (i) “Rule
      415” means Rule 415 under the Securities Act or any successor rule providing for
      offering securities on a continuous basis. 

    
       

        
          

        

      

    

    

      
        	
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                  Rights Agreement 

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    (j) “SEC”
      means the United States Securities and Exchange Commission.

    


    (k) “Securities
      Act” means the Securities Act of 1933, as amended.

    


    (l) “Shareholder’s
      Agreement” means the Shareholder’s Agreement of even date herewith between the
      Company and the Warrantholder relating to the issuance of the Warrants and
      other
      securities to the Warrantholders.

    


    (m) “Warrantholders”
      means the current holders of the Warrants and other securities and any
      transferee or assignee who agrees to become bound by the provisions of this
      Agreement.

    


    (n) “Warrants”
      means the Company’s Warrants to Purchase Common Stock of Cytomedix, Inc., of
      even date herewith.

    


    (o) “Warrant
      Shares” means the shares of Common Stock issuable upon exercise of the
      Warrants.

    


    
      	2.	
              REGISTRATION.

            


    

    


    (a) Within
      one hundred twenty-five (125) days from the date of this Agreement, the Company
      shall file with the SEC a Registration Statement covering the Registrable
      Securities; provided, that Warrantholders shall furnish to the Company such
      information as the Company shall require to complete the Registration
      Statement.

    


    (b)
       Before
      filing a Registration Statement or prospectus or any amendments or supplements
      thereto, the Company shall furnish copies of all such documents proposed to
      be
      filed, to the Warrantholder, its counsel and the representative of the
      underwriters, if any, as reasonably requested by such Warrantholder, its counsel
      and/or representative of the underwriters. Such documents will be subject to
      the
      review and comment (none of which comments the Company will have an obligation
      to accept) of the Warrantholder, its counsel and the representative of the
      underwriters, if any. The Company shall not be required to file any registration
      statement or prospectus or any amendments or supplements thereto to which the
      representative of the underwriters, if any, reasonably shall object on a timely
      basis. 

    


    (c) The
      Registration Statement, to the extent allowable under the Securities Act and
      the
      rules and regulations promulgated thereunder, shall state that such Registration
      Statement also covers such indeterminate number of additional shares of Common
      Stock as may become issuable upon exercise of the Warrants (i) to prevent
      dilution resulting from stock splits, stock dividends or similar transactions
      as
      and if so provided in the Warrant or (ii) by reason of changes in the exercise
      price of the Warrants as and if so provided in the Warrant. 

     

    
      
        

      

    

    

      
        	
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                  Rights Agreement 

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      	3.	
              OBLIGATIONS
                OF THE COMPANY.

            


    

    


    In
      connection with the registration of the Registrable Securities, the Company
      shall have the following obligations:

    


    (a) When
      so
      required by Section 2(a) of this Agreement, the Company shall prepare and file
      with the SEC, a Registration Statement with respect to the number of Registrable
      Securities provided in Section 2(a) and 2(c), and thereafter use its best
      efforts to cause such Registration Statement relating to Registrable Securities
      to become effective as soon as possible after such filing. The Company shall
      use
      its best efforts to keep the Registration Statement effective pursuant to Rule
      415 at all times until the end of the Registration Period. The Registration
      Statement (including any amendments or supplements thereto and prospectuses
      contained therein) shall not contain any untrue statement of a material fact
      or
      omit to state a material fact required to be stated therein, or necessary to
      make the statements therein, in light of the circumstances, under which they
      were made, not misleading.

    


    (b) The
      Company shall use its best efforts to prepare and file with the SEC such
      amendments (including post-effective amendments) and supplements to the
      Registration Statements and the prospectus used in connection with the
      Registration Statements as may be necessary to keep the Registration Statements
      effective at all times during the Registration Period, and, during such period,
      comply with the provisions of the Securities Act with respect to the disposition
      of all Registrable Securities of the Company covered by the Registration
      Statements until such time as all of such Registrable Securities have been
      disposed of in accordance with the intended methods of disposition by the seller
      or sellers thereof as set forth in the Registration Statements.

    


    (c) The
      Company shall furnish to each Warrantholder whose
      Registrable Securities are included in a Registration Statement such number
      of
      copies of a prospectus, including a preliminary prospectus, and all amendments
      and supplements thereto and such other documents as such Warrantholder may
      reasonably request in order to facilitate the disposition of the Registrable
      Securities owned by such Warrantholder in accordance with the Registration
      Statement. 

    


    (d)
       The
      Company shall use commercially reasonable efforts to register or qualify the
      Registrable Securities under such other securities or blue sky laws of such
      jurisdictions as the Warrantholder reasonably shall request. However, the
      Company shall not be obligated, by reason thereof, to qualify as a foreign
      corporation or file any general consent to service of process under the laws
      of
      any such jurisdiction or subject itself to taxation as doing business in any
      such jurisdiction. 

    


    (e) The
      Company will promptly respond to any and all comments received from the SEC,
      with a view towards causing each Registration Statement or any amendment thereto
      to be declared effective by the SEC as soon as practicable, shall promptly
      file
      an acceleration request as soon as practicable following the resolution or
      clearance of all SEC comments or, if applicable, following notification by
      the
      SEC that any such Registration Statement or any amendment thereto will not
      be
      subject to review, shall promptly file with the SEC a final prospectus as soon
      as practicable following receipt by the Company from the SEC of an order
      declaring the Registration Statement effective.

     

    
      
        

      

    

    

      
        	
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    (f) The
      Company may enter into an underwriting agreement which shall be similar in
      form,
      scope and substance as is customary in underwritten offerings, and may take
      all
      such other actions in connection therewith in order to expedite or facilitate
      the disposition of the Registrable Securities. The Company shall select the
      underwriter or underwriters to be engaged and shall designate the
      representative, if any, of the underwriters so engaged. In such connection,
      the
      Company shall make such representations and warranties to the underwriters
      with
      respect to the business of the Company, the registration statement, the
      prospectus and the documents, if any, incorporated or deemed to be incorporated
      by reference in the registration statement, in each case in form, substance
      and
      scope as are customarily made by issuers to underwriters in underwritten
      (initial or secondary, as applicable) offerings and confirm the same if and
      when
      requested. The Company shall also obtain opinions of counsel to the Company
      and
      updates thereof, which counsel and opinions (in form, scope and substance)
      shall
      be reasonably satisfactory to the representative of the underwriters.


    


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

     

    (h) The
      Company shall make available for inspection by any Warrantholder or
      Warrantholder’s counsel, or any underwriter participating in any disposition
      pursuant to a Registration Statement (collectively, the “Inspectors”) all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company (collectively, the “Records”), as shall be reasonably
      deemed necessary by each Inspector to enable each Inspector to exercise its
      due
      diligence responsibility, and cause the Company’s officers, directors and
      employees to supply all information which any Inspector may reasonably request
      for purposes of such due diligence; provided,
      however,
      that
      each Inspector shall hold in confidence and shall not make any disclosure
      (except to a Warrantholder) of any Record or other information which the Company
      determines in good faith to be confidential, and of which determination the
      Inspectors are so notified, unless (i) the disclosure of such Records is
      necessary to avoid or correct a misstatement or omission in any Registration
      Statement, (ii) the release of such Records is ordered pursuant to a subpoena
      or
      other order from a court or government body of competent jurisdiction, or (iii)
      the information in such Records has been made generally available to the public
      other than by disclosure in violation of this or any other agreement. The
      Company shall not be required to disclose any confidential information in such
      Records to any Inspector until and unless such Inspector shall have entered
      into
      confidentiality agreements (in form and substance satisfactory to the Company).
      Each Inspector agrees that it shall, upon learning that disclosure of such
      Records is sought in or by a court or governmental body of competent
      jurisdiction or through other means, give prompt notice to the Company and
      allow
      the Company, at its expense, to undertake appropriate action to prevent
      disclosure of, or to obtain a protective order for, the Records deemed
      confidential. Nothing herein (or in any other confidentiality agreement between
      the Company and any Warrantholder) shall be deemed to limit the Warrantholder’s
      ability to sell Registrable Securities in a manner which is otherwise consistent
      with applicable laws and regulations.

     

    
      
 

      
        	
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                  Rights Agreement 

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                  Inc. 

              	
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    (i) The
      Company shall in connection with the Registration Statement covering the
      Registrable Securities (i) cause all the Registrable Securities covered by
      the
      Registration Statement to be listed on each national securities exchange on
      which securities of the same class or series issued by the Company are then
      listed, if any, if the listing of such Registrable Securities is then permitted
      under the rules of such exchange, or (ii) to the extent the securities of the
      same class or series are not then listed on a national securities exchange,
      secure the designation and quotation, of all the Registrable Securities covered
      by the Registration Statement on Nasdaq or, if not eligible for Nasdaq, on
      Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap, on the
      Over-The-Counter Bulletin Board (“OTCBB”) or the Pink Sheets, LLC (“Pink
      Sheets”) and, without limiting the generality of the foregoing, to arrange for
      at least two market makers to register with the National Association of
      Securities Dealers, Inc. (“NASD”) as such with respect to such Registrable
      Securities.

    


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

    


    (k) The
      Company shall cooperate with the Warrantholders who hold Registrable Securities
      being offered and the managing underwriter or underwriters, if any, to
      facilitate the timely preparation and delivery of certificates (not bearing
      any
      restrictive legends) representing shares of Common Stock and enable such
      certificates to be in such denominations or amounts, as the case may be, as
      the
      managing underwriter or underwriters, if any, or the Warrantholders may
      reasonably request and registered in such names as the managing underwriter
      or
      underwriters, if any, or the Warrantholders may request. The Company shall
      deliver, and shall cause legal counsel selected by the Company to deliver,
      to
      the transfer agent for the Registrable Securities (with copies to the
      Warrantholders, whose Registrable Securities are included in such Registration
      Statement) an instruction that certain shares have been registered and may
      be
      transferred.

    


    
      	4.	
              OBLIGATIONS
                OF THE WARRANTHOLDERS.

            


    

    


    In
      connection with the registration of the Registrable Securities, the
      Warrantholders shall have the following obligations:

    


    (a) It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Warrantholder that such Warrantholder shall furnish
      to the Company such information regarding itself, the Registrable Securities
      held by it and the intended method of disposition of the Registrable Securities
      held by it as shall be reasonably required to effect the registration of such
      Registrable Securities and shall execute such documents in connection with
      such
      registration as the Company may reasonably request. At least five (5) business
      days prior to the first anticipated filing date of the Registration Statement,
      the Company shall notify each Warrantholder of the information the Company
      requires from each such Warrantholder.

     

    
      
 

      
        	
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    (b) Each
      Warrantholder, by such Warrantholder’s acceptance of the Registrable Securities,
      agrees to cooperate with the Company as reasonably requested by the Company
      in
      connection with the preparation and filing of the Registration Statements
      hereunder, unless such Warrantholder has notified the Company in writing of
      such
      Warrantholder’s election to exclude all of such Warrantholder’s Registrable
      Securities from the Registration Statements, except to the extent any such
      requested information is required by the SEC or by applicable law to be included
      in any such Registration Statement.

    


    (c) In
      the
      event, the Company decides to engage the services of an underwriter, each
      Warrantholder agrees to enter into and perform such Warrantholder’s obligations
      under an underwriting agreement, in usual and customary form, including, without
      limitation, customary indemnification and contribution obligations, with the
      managing underwriter of such offering and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of the
      Registrable Securities, unless such Warrantholder has notified the Company
      in
      writing of such Warrantholder’s election to exclude all of such Warrantholder’s
      Registrable Securities from such Registration Statement.

    


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

    


    (e) No
      Warrantholder may participate in any underwritten registration hereunder unless
      such Warrantholder (i) agrees to sell such Warrantholder’s Registrable
      Securities on the basis provided in any underwriting arrangements in usual
      and
      customary form entered into by the Company, (ii) completes and executes all
      questionnaires, powers of attorney, indemnities, underwriting agreements and
      other documents reasonably required under the terms of such underwriting
      arrangements, and (iii) agrees to pay its pro rata share of all underwriting
      discounts and commissions and any expenses in excess of those payable by the
      Company pursuant to Section 5 below.

     

    
      
 

      
        	
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                  Rights Agreement 

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      	5.	
              EXPENSES
                OF REGISTRATION.

            


    

    


    All
      reasonable expenses (other than underwriting discounts and commissions and
      stock
      transfer taxes, if any, and such fees for counsel, printing, registration and
      other fees as state securities officials may require that holders of shares
      pay)
      including, without limitation, all registration, listing and qualification
      fees,
      printers and accounting fees, the fees and disbursements of counsel for the
      Company, shall be paid by the Company. 

    


    
      	
              6.

            	
              INDEMNIFICATION.

            


    

    


    (a) To
      the
      extent permitted by law, the Company will indemnify, hold harmless and defend
      (i) each Warrantholder who holds such Registrable Securities, (ii) the
      directors, officers, partners and each person who controls any Warrantholder
      within the meaning of the Securities Act or the Exchange Act, if any, (iii)
      any
      underwriter (as defined in the Securities Act) for the Warrantholders, and
      (iv)
      the directors, officers, partners, employees and each person who controls any
      such underwriter within the meaning of the Securities Act or the Exchange Act,
      if any (each, an “Indemnified Person”), against any joint or several losses,
      claims, damages, liabilities or expenses (collectively, together with actions,
      proceedings or inquiries by any regulatory or self-regulatory organization,
      whether commenced or threatened, in respect thereof, “Claims”) to which any of
      them may become subject insofar as such Claims arise out of or are based upon:
      (i) any untrue statement or alleged untrue statement of a material fact in
      a
      Registration Statement or the omission or alleged omission to state therein
      a
      material fact required to be stated or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading; (ii)
      any untrue statement or alleged untrue statement of a material fact contained
      in
      any preliminary prospectus if used prior to the effective date of such
      Registration Statement, or contained in the final prospectus (as amended or
      supplemented, if the Company files any amendment thereof or supplement thereto
      with the SEC) or the omission or alleged omission to state therein any material
      fact necessary to make the statements made therein, in light of the
      circumstances under which the statements therein were made, not misleading;
      or
      (iii) any violation or alleged violation by the Company of the Securities Act,
      the Exchange Act, any other law, including, without limitation, any state
      securities law, or any rule or regulation thereunder relating to the offer
      or
      sale of the Registrable Securities (the matters in the foregoing clauses (i)
      through (iii) being, collectively, “Violations”). The Company shall reimburse
      the Indemnified Person for any reasonable legal fees or other reasonable
      expenses incurred by them in connection with investigating or defending any
      such
      Claim, subject to Section 6(c). Notwithstanding anything to the contrary
      contained herein, the indemnification agreement contained in this Section 6(a):
      (i) shall not apply to a Claim arising out of or based upon a Violation which
      occurs in reliance upon and in conformity with information furnished in writing
      to the Company by any Indemnified Person or underwriter for such Indemnified
      Person expressly for use in connection with the preparation of such Registration
      Statement or any such amendment thereof or supplement thereto, if such
      prospectus was timely made available by the Company pursuant to Section 3(c)
      hereof (ii) shall not apply to amounts paid in settlement of any Claim if such
      settlement is effected without the prior written consent of the Company, which
      consent shall not be unreasonably withheld; (iii) with respect to any
      preliminary prospectus, shall not inure to the benefit of any Indemnified
      Person, if the untrue statement or omission of material fact contained in the
      preliminary prospectus was corrected on a timely basis in the prospectus, as
      then amended or supplemented, and such corrected prospectus was timely made
      available by the Company and the Indemnified Person was promptly advised in
      writing not to use the incorrect prospectus prior to the use giving rise to
      a
      Violation and such Indemnified Person, notwithstanding such advice, used it,
      and
      (iv) in the case of gross negligence or willful misconduct by such
      Warrantholder. 

     

    
      

    

     

      
        	
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                  Rights Agreement 

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    (b) In
      connection with any Registration Statement in which a Warrantholder is
      participating, each such Warrantholder agrees to indemnify, hold harmless and
      defend, to the same extent and in the same manner set forth in Section 6(a),
      the
      Company, each of its directors, each of its officers who signs the Registration
      Statement, each person, if any, who controls the Company within the meaning
      of
      the Securities Act or the Exchange Act, any underwriter and any other
      stockholder selling securities pursuant to the Registration Statement or any
      of
      its directors or officers or any person who controls such stockholder or
      underwriter within the meaning of the Securities Act or the Exchange Act
      (collectively and together with an Indemnified Person, an “Indemnified Party”),
      against any Claim to which any of them may become subject, under the Securities
      Act, the Exchange Act or otherwise, insofar as such Claim arises out of or
      is
      based upon any Violation by such Warrantholder, in each case to the extent
      (and
      only to the extent) that such Violation occurs in reliance upon and in
      conformity with written information furnished to the Company by such
      Warrantholder expressly for use in connection with such Registration Statement
      (or prospectus forming a part thereof); and subject to Section 6(c) such
      Warrantholder will reimburse any legal or other expenses incurred by them in
      connection with investigating or defending any such Claim; provided,
      however,
      that
      the indemnity agreement contained in this Section 6(b) shall not apply (i)
      to
      amounts paid in settlement of any Claim if such settlement is effected without
      the prior written consent of such Warrantholder, which consent shall not be
      unreasonably withheld and (ii) in the case of gross negligence or willful
      misconduct by the Company; provided,
      further,
      however,
      that
      the Warrantholder shall be liable under this Agreement (including this Section
      6(b) and Section 7) for only that amount as does not exceed the net proceeds
      to
      such Warrantholder as a result of the sale of Registrable Securities pursuant
      to
      such Registration Statement. Such indemnity shall remain in full force and
      effect regardless of any investigation made by or on behalf of such Indemnified
      Party and shall survive the transfer of the Registrable Securities by the
      Warrantholders. Notwithstanding anything to the contrary contained herein,
      the
      indemnification agreement contained in this Section 6(b) with respect to any
      preliminary prospectus shall not inure to the benefit of any Indemnified Party
      if the untrue statement or omission of material fact contained in the
      preliminary prospectus was corrected on a timely basis in the prospectus, as
      then amended or supplemented.

     

    
      
 

      
        	
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                  Rights Agreement 

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                  Inc. 

              	
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    (c) Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action (including any governmental action),
      such Indemnified Person or Indemnified Party shall, if a Claim in respect
      thereof is to be made against any indemnifying party under this Section 6,
      deliver to the indemnifying party a written notice of the commencement thereof,
      and the indemnifying party shall have the right to participate in, and, to
      the
      extent the indemnifying party so desires, jointly with any other indemnifying
      party similarly noticed, to assume control of the defense thereof with counsel
      mutually satisfactory to the indemnifying party and the Indemnified Person
      or
      the Indemnified Party, as the case may be; provided,
      however,
      that an
      Indemnified Person or lndemnified Party shall have the right to retain its
      own
      counsel with the fees and expenses to be paid by the indemnifying party, if,
      in
      the reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding. The indemnifying
      party shall pay for only one separate legal counsel for the Indemnified Persons
      or the Indemnified Parties, as applicable, and such legal counsel shall be
      selected by Warrantholders holding at least seventy-five percent (75%) of the
      Registrable Securities included in the Registration Statement to which the
      Claim
      relates if the Warrantholders are entitled to indemnification hereunder, or
      the
      Company, if the Company is entitled to indemnification hereunder, as applicable.
      The failure to deliver written notice to the indemnifying party within a
      reasonable time of the commencement of any such action shall not relieve such
      indemnifying party of any liability to the Indemnified Person or Indemnified
      Party under this Section 6, except to the extent that the indemnifying party
      is
      actually prejudiced in its ability to defend such action. The indemnification
      required by this Section 6 shall be made by periodic payments of the amount
      thereof during the course of the investigation or defense, as such expense,
      loss, damage or liability is incurred and is due and payable.

    


    
      	7.	
              CONTRIBUTION.

            


    

    


    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided,
      however,
      that
      (i) no contribution shall be made under circumstances where the maker would
      not
      have been liable for indemnification under the fault standards set forth in
      Section 6, (ii) no seller of Registrable Securities guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any seller of Registrable Securities
      who
      was not guilty of such fraudulent misrepresentation, and (iii) contribution
      (together with any indemnification or other obligations under this Agreement)
      by
      any seller of Registrable Securities shall be limited in amount to the net
      amount of proceeds received by such seller from the sale of such Registrable
      Securities.

     

    
      
 

      
        	
                Registration
                  Rights Agreement 

                Cytomedix,
                  Inc. 

              	
                Page
                  9

                August
                  2, 2007

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	8.	
              RESERVED.

            


    

    


    
      	9.	
              REPORTS
                UNDER THE EXCHANGE ACT.

            


    

    


    With
      a
      view to making available to the Warrantholders the benefits of Rule 144
      promulgated under the Securities Act or any other similar rule or regulation
      of
      the SEC that may at any time permit the Warrantholders to sell Registrable
      Securities to the public without registration (“Rule 144”), the Company agrees
      to use its best efforts to:

    


    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 as soon as practicable after Confirmation;

    


    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act so long as the Company
      remains subject to such requirements and the filing of such reports and other
      documents is required for the applicable provisions of Rule 144;
      and

    


    (c) furnish
      to each Warrantholder so long as such Warrantholder owns Registrable Securities,
      promptly upon request, (i) a written statement by the Company that it has
      complied with the reporting requirements of Rule 144, the Securities Act and
      the
      Exchange Act, (ii) a copy of the most recent annual or quarterly report of
      the
      Company and such other reports and documents so filed by the Company, and (iii)
      such other information as may be reasonably requested to permit the
      Warrantholders to sell such securities pursuant to Rule 144 without
      registration.

    


    
      	10.	
              AMENDMENT
                OF REGISTRATION RIGHTS.

            


    

    


    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with written consent of the Company, and Warrantholders
      who
      hold at least seventy-five percent (75%) of the Registrable Securities. Any
      amendment or waiver effected in accordance with this Section 10 shall be binding
      upon each Warrantholder and the Company.

    


    
      	11.	
              MISCELLANEOUS.

            


    

    


    (a) A
      person
      or entity is deemed to be a holder of Registrable Securities whenever such
      person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more persons
      or entities with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities.

     

    
      

    

     

      
        	
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                  Rights Agreement 

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                  Inc. 

              	
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                  2, 2007

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

    


    If
      to the
      Company:

    


    Cytomedix,
      Inc.

    416
      Hungerford Dr.

    Suite
      330

    Rockville,
      Maryland 20850

    


    Attention:
      Chief Financial Officer

    


    With
      copy
      to:

    


    Williams
      & Anderson PLC

    111
      Center Street, 22nd Floor

    Little
      Rock, Arkansas 72201

    Attention:
       A.
      Heath
      Abshure

    


    If
      to a
      Warrantholder: to the address set forth immediately below such Warrantholder’s
      name on the signature pages to the Shareholder’s Agreement.

    


    (c) Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

    


    (d) THIS
      AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
      OF
      LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
      STATE AND FEDERAL COURTS LOCATED IN MONTGOMERY COUNTY, MARYLAND WITH RESPECT
      TO
      ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN
      CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
      PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
      MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE
      OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
      RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
      PROCEEDING. NOTHING HEREIN SHALL AFFECT ANY PARTY’S RIGHT TO SERVE PROCESS IN
      ANY OTHER MANNER PERMITTED BY LAW. ALL PARTIES AGREE THAT A FINAL NON-APPEALABLE
      JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
      IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.
      THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT
      SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS FEES,
      INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

     

    
      
 

      
        	
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                  Rights Agreement 

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                  Inc. 

              	
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                August
                  2, 2007

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

    


    (f) This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof. There are no restrictions, promises, warranties
      or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement supersedes all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof.

    


    (g) This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns.

    


    (h) The
      headings in this Agreement are for convenience of reference only and shall
      not
      form part of, or affect the interpretation of, this Agreement.

    


    (i) This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement
      and shall become effective when counterparts have been signed by each party
      and
      delivered to the other party. This Agreement, once executed by a party, may
      be
      delivered to the other party hereto by facsimile transmission of a copy of
      this
      Agreement bearing the signature of the party so delivering this
      Agreement.

    


    (j) 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.

    


    (k) Except
      as
      otherwise provided herein, all consents and other determinations to be made
      by
      the Warrantholders pursuant to this Agreement shall be made by Warrantholders
      owning at least seventy-five percent (75%) of the Registrable Securities,
      determined as if all of the Warrants then outstanding have been converted into
      Registrable Securities.

     

    
      
 

      
        	
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                  Rights Agreement 

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                  Inc. 

              	
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                  2, 2007

              


      

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

    


    (m) 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.

    


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

     

    CYTOMEDIX,
      INC. 

     

    
      
        

      
Andrew
      Maslan      

    Chief
      Financial Officer


    


    WARRANTHOLDER(S)

    


    FITCH,
      EVEN, TABIN & FLANNERY

    


    


    By:
      

    
      

    

    120
      South
      LaSalle Street, Suite 1600

    Chicago,
      IL 60603

    


    THE
      COLEMAN LAW FIRM

    


    


    By:
      

    
      

    

    77
      West
      Wacker Drive, Suite 4800 

    Chicago,
      Illinois 60601

     

    
      
 

      
        	
                Registration
                  Rights Agreement 

                Cytomedix,
                  Inc. 

              	
                Page
                  13

                August
                  2, 2007