FOR ACCREDITED INVESTORS ONLY
THE SECURITIES ARE BEING OFFERED WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED ("SECURITIES ACT"), IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D
PROMULGATED THEREUNDER. INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF
RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION,
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PROSPECTIVE INVESTORS MUST
ACQUIRE THE SECURITIES FOR INVESTMENT, SOLELY FOR THEIR OWN ACCOUNT, AND WITHOUT
ANY VIEW TOWARD RESALE OR DISTRIBUTION. INVESTORS SHOULD BE AWARE THAT THEY WILL
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
SUBSCRIPTION AGREEMENT
February 8, 2012
Cytomedix, Inc.
209 Perry Parkway, Suite 7
Gaithersburg, MD 20877
Ladies and Gentlemen:
1.
Subscription. I (sometimes referred to herein as the "Investor") hereby
subscribe for and agree to purchase shares of common stock (the "Securities") of
Cytomedix, Inc., a Delaware corporation (the "Company", sometimes referred to
herein as "Parent") in the amount set forth on the signature page hereto on the
terms and conditions described herein (the "Subscription Agreement"). The
purchase price is payable by wire transfer of immediately available funds,
pursuant to the wire instructions attached as Exhibit A hereto.
The Securities being issued and sold hereunder are part of the issuance by the
Company of shares of its common stock to certain investors (together with the
Investor, the "Parent Investors") pursuant to subscription agreements, as
contemplated under the Exchange Agreement (as defined below). Subject to the
terms and conditions of this Agreement, at closing, the Company will sell to the
Investor, severally and not jointly with the other Parent Investors, and the
Investor, severally and not jointly with the other Parent Investors, will
purchase from the Company, the Securities upon payment in full of the purchase
price. The purchase and sale of the Securities (the "Closing") shall take place
on or before February 8, 2012, at the offices of the Company at 209 Perry
Parkway, Suite 7, Gaithersburg, MD 20877 or at such other place as the Company
and the Investors shall mutually agree.
1
The Company shall use the proceeds of the sale of the Securities hereunder to
fund: (a) the current ALD-401 Phase 2 Clinical Trial and (b) other costs and
expenses in connection with the clinical and regulatory progress of ALD-401.
All capitalized terms not defined herein shall have the meanings given to such
terms in that certain Exchange and Purchase Agreement dated of even date
herewith by and among the Company, Aldagen Holdings, LLC (the "Selling Equity
Holder"), and Aldagen, Inc. (the "Exchange Agreement").