0001144204-10-052973 Sample Contracts

COMMON STOCK PURCHASE WARRANT CYTOMEDIX, INC.
Common Stock Purchase • October 8th, 2010 • Cytomedix Inc • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April __, 2011, 180 days following the issuance date of this Warrant (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cytomedix, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

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PURCHASE AGREEMENT
Purchase Agreement Purchase Agreement • October 8th, 2010 • Cytomedix Inc • Surgical & medical instruments & apparatus • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of October 6, 2010, by and between CYTOMEDIX, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 8th, 2010 • Cytomedix Inc • Surgical & medical instruments & apparatus • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October __, 2010, by and among Cytomedix, Inc., a Delaware corporation, with headquarters located at 209 Perry Parkway, Suite 7 Gaithersburg, MD 20877 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 8th, 2010 • Cytomedix Inc • Surgical & medical instruments & apparatus • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 5, 2010, by and between CYTOMEDIX. INC., a Delaware corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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