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-C-____________

              	
                Number
                  of Shares: __________

              


      

      Date
        of Issuance: August 2, 2007

      


      THIS
        IS
        TO CERTIFY THAT, for value received, ______________________________, or its
        assigns, (“Holder”), are 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 $1.75 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-C-________________

                	
                  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-C-________________

                	
                  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-C-________________

                	
                  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-C-________________

                	
                  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-C-________________

                	
                  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-C-________________

                	
                  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 $6.00 (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-C-________________

                	
                  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-C-________________

                	
                  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.

      

        
          	
                  Warrant
                    W-FE-07-C-________________

                	
                  Page
                    9

                
	
                  Cytomedix,
                    Inc.

                	
                  August
                    2, 2007

                


        

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      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.

      


      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-C-________________

                	
                  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-C-________________

                	
                  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-C-________________

                	
                  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-C-___ 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-C-________________

              	
                Page
                  13

              
	
                Cytomedix,
                  Inc.

              	
                August
                  2, 2007