8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 9, 2010

Cytomedix, Inc.

(Exact name of registrant as specified in its charter)

Delaware	01-32518	23-3011702
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

416 Hungerford Drive, Suite 330, Rockville, Maryland 20850

(Address of Principal Executive Office) (Zip Code)

240-499-2680

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

The registrant hereby incorporates by reference the disclosure made in Item 2.01 below.

Section 2 – Financial Information

Item 2.01  Completion of Acquisition or Disposition of Assets

On April 9, 2010, Cytomedix Acquisition Company, LLC, a Delaware limited liability (the “Buyer”) and Cytomedix, Inc., a Delaware corporation and the sole member of Buyer (the “Company” or the “Parent”, and together with the Buyer, the “Purchasing Parties”), on the one hand, and Sorin Group USA, Inc., a Delaware corporation (the “Seller”), on the other hand, entered into an Asset Purchase Agreement (the “Agreement”) pursuant to which the Purchasing Parties agreed to buy all title and interest in certain assets of and assume certain liabilities in Seller’s operation of the Angel® systems and ActivATTM businesses (including the whole blood separation system, the blood processing kit and blood accessing kit) (the “Business Assets” and such businesses together, the “Business”). The Angel System is a device that utilizes validated blood separation technology to separate platelets and plasma from other components of a patient’s blood. The device provides the necessary flexibility and sophistication for more complex clinical situations. The ActivAT technology facilitates the preparation of autologous human thrombin and currently is sold in Europe and Canada. The Angel and ActivAT technologies acquired from the Sorin Group will provide Cytomedix with immediate access to surgical markets. By acquiring the Angel System, Cytomedix will become the only supplier of PRP technology with FDA cleared indications for topical use and surgical use.

Pursuant to the terms of the Agreement, in consideration for the sale of the Business Assets, the Purchasing Parties will pay to the Seller an aggregate amount equal to $7 million, to be paid as follows: (i) $2 million payable on closing date of transaction, April 9, 2010 (the “Closing Date”), and (ii) $5 million to be paid in accordance with a Secured Promissory Note in principal amount of $5 million with interest accruing at 2.7% per annum (the “Promissory Note” and the amounts outstanding under the Promissory Note, the “Outstanding Amount”). The Promissory Note is secured by a first priority security interest on the Business Assets.  The payments on the Promissory Note are payable as follows: (i) installments of $800,000 each on the 6 and 12 month anniversaries of the Promissory Note, (ii) installments of $1,200,000 each on the 18 and 24 month anniversaries of the Promissory Note, and (iii) an installment of $1,000,000 on the 30 month anniversary of the Note (the “Maturity Date”). In the event of default, the initial rate of interest on the Promissory Note will increase from 2.7% to 4% per annum. This Promissory Promissory Note may be prepaid at any time without premium or penalty. A portion of the foregoing payment obligations of the Company are guaranteed by certain guarantors as described below. The Promissory Note contains other terms and provisions that are customary for instruments of this nature.

The Seller and the Purchasing Parties made customary representations and warranties in the Agreement. The Seller also agreed to various covenants in the Agreement, including, to provide the Purchasing Parties access to the books and records and other relevant information relating to the Business Assets. In addition, the Purchasing Parties are entitled to set-off against deferred payments owed to the Seller for the amount of losses that they, in good faith, believe are owed under the indemnification provisions under the Agreement.  The amount of such set-off will bear a 8% interest rate per annum from the date of exercise of set-off until the date that any amount improperly set-off is paid to the Purchasing Parties, subject to a $500,000 cap on such set-off right.

As part of the Agreement, the Purchasing Parties have agreed to certain non-competition and non-solicitation provisions. Specifically, for a period of 12 months following the closing date, neither the Seller nor any of its affiliates, nor the Purchasing Parties, will directly or indirectly recruit or solicit any of the employees or independent contractors of the other party to terminate their employment or contractual relationship with the other. In addition, for a period expiring 36 months from the closing date neither Seller, nor any of its affiliates, will manufacture, market or sell products that perform the same functions as the Assets and that compete with the Business.  The parties to the Agreement also entered into several side agreements, including, Transition Agreements, Asset Transfer and Assumption Agreements, without limitation, to facilitate the transition and transactions contemplated under the Agreement.

In addition, certain existing shareholders of the Company (the “Guarantors”) executed Guaranty Agreements pursuant to which such Guarantors agreed to guaranty a portion of the Outstanding Amount.  In connection with the foregoing guaranties, the Company agreed to provide the following consideration to the Guarantors: (i) cash fee calculated as a percentage of the Outstanding Amount (the “Cash Fee”), and (ii) 5 year warrants to purchase an aggregate 1,333,334 shares of common stock of the Company at an exercise price of $0.5368 per share, which warrant will not be exercisable until and unless the Company obtains approval of holders of its common stock relating to the issuance of common stock underlying such warrant. In the event the Company is unable to obtain such approval by October 6, 2010, the Cash Fee shall increase from 1.25% to 4.00%. Finally, the Purchasing Parties and the Seller executed a security agreement pursuant to which the Seller will have a security interest in the Business Assets and may exercise such rights to recoup any of the deferred payments under the Agreement which payments are not covered by the Guaranty Agreements.

The foregoing description of the Agreement and other agreements and instruments in connection therewith does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such agreements and instruments, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The Agreement contains representations and warranties by each of the parties thereto. These representations and warranties have been made solely for the benefit of the other parties to the Agreement and:

· should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

· may have been qualified in the Agreement by disclosures that were made to the other party in connection with the negotiation of the Agreement;

· may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and

· were made only as of the date of the Agreement or such other date or dates as may be specified in the Agreement.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The registrant hereby incorporates by reference the disclosure made in Item 2.01 above related to the Promissory Note.

Section 3 – Securities and Trading Markets

Item 3.02  Unregistered Sales of Equity Securities

On April 9, 2010, the Company entered into Subscription Agreements (the “Subscription Agreements”) with certain accredited investors (the “Purchasers”), with respect to the sale of its (i) 10% Series D convertible preferred stock (the “Preferred Stock”), and (ii) warrants to purchase shares of common stock of the Company (the “Warrants”) (together, the “Securities”), for gross proceeds of $3.65 million (the “Preferred Stock Offering”).

The Preferred Stock earns dividends at the rate of 10% per annum, payable quarterly in cash or, in the Company’s sole discretion, in shares of the Company’s common stock.  The Preferred Stock may be converted, at the holder’s option, into fully paid and non-assessable shares of the Common Stock at the conversion price equal to 90% of the volume weighted average price (“VWAP”) for the 10 trading days prior to the closing date, or $0.4392. The conversion price on the Preferred Stock for affiliate investors is $0.5580.  However, no conversions of the Preferred Stock  or exercise of the Warrants sold in the Preferred Stock Offering may exceed 19.99% of the total issued and outstanding shares of the Company’s outstanding common stock on the original issue date, unless such issuances in excess of such limitation are approved by the Company’s common stockholders. Except as required by law, holders of the Preferred Stock are not entitled to voting rights. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders will be entitled to receive out of the Company’s assets an amount equal to the stated value, plus any accrued and unpaid dividends thereon and any other fees then due and owing thereon, for each share of Preferred Stock before any distribution or payment is made to the holders of any junior securities. At any time after the third anniversary of the issuance date, the Company may redeem some or all of the then outstanding Preferred Stock, for cash. The Preferred Stock will not be listed on any securities exchange or automated quotation system.

The Purchasers will also be issued five-year Warrants to purchase, in the aggregate, 4,128,631 shares of common stock, which number represents 50% of shares of common stock underlying the Preferred Stock as of the closing of the Preferred Stock Offering, at an exercise price per share (the “Exercise Price”) of $0.5368.  Subject to the numeric limitation and shareholder approval requirement described above, each Warrant is exercisable immediately on the date of issuance and will expire on April 9, 2015. The Company will use its reasonable best efforts to file a registration statement to register the resale of the shares of the Company common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants.

All Purchasers in the Preferred Stock Offering were “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in the Preferred Stock Offering in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. The securities sold in the Preferred Stock Offering may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Except as set forth below, there are no discounts or brokerage fees associated with the Preferred Stock Offering. The net proceeds of the Preferred Stock Offering will be used to pay purchase price consideration in connection with the asset acquisition described in Item 2.01 above and for general corporate and working capital purposes.

The Company has retained Maxim Group LLC (“Maxim”) to act as its exclusive placement agent on a “commercially reasonable efforts” basis with respect to this Preferred Stock Offering. Under the terms of the Company’s engagement letter with Maxim, Maxim may be entitled to (i) a commission of 8% of the gross proceeds received by the Company payable in cash on the closing date(s); (ii) a warrant to purchase the number of shares of the Company common stock equal to 4% of the number of shares of common stock underlying the securities issued in this Offering, and (iii) certain reimbursement of various offering related expenses in the amount not to exceed $50,000.

The foregoing description of the Preferred Stock, the Warrants and the Certificate of Designations for the Preferred Stock and other agreements and instruments in connection with the Preferred Stock Offering does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such instruments, which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

The information contained in Item 2.01 with respect to the issuance of warrants to the Guarantors is hereby incorporated by reference.

Section 5 – Corporate Governance and Management

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information contained in Item 3.02 is hereby incorporated by reference. The Certificate of Designation for the 10% Series D Convertible Preferred Stock, which authorizes a total of 2,000,000 shares of Preferred Stock, was filed with the Delaware Secretary of State and was effective upon filing.

Section 7 – Regulation FD

Item 7.01  Regulation FD Disclosure

Attached, as Exhibit 99.2, is the press release issued in connection with the execution of the Agreement.  The information in Exhibit 99.2 is not “filed” pursuant to the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any Securities Act registration statements. Additionally, the submission of this report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

Section 9 – Exhibits

Item 9.01  Exhibits

(a) Financial Statements for Businesses Acquired.

Historically, the Seller did not operate the Business Assets as a separate subsidiary, division, or entity and did not maintain separate financial information nor prepare separate audited financial statements related to the Business Assets.  The Business Assets were a small part of the Seller’s overall business operations and were not operated and managed on a stand-alone basis. Accordingly, it is impracticable to obtain full financial statements for the Business Assets as required by Rule 8-04 of Regulation S-X. Pursuant to a request filed by the Company with the Securities and Exchange Commission (the “SEC”), the Staff of the SEC has advised the Company that it will not object to the Company presenting audited statements of net assets acquired and liabilities assumed and of revenues and direct expenses of the Business Assets, in satisfaction of the filing requirements of Rule 8-04. The following audited financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in their entirety herein by reference:

· Report of Independent Registered Public Accounting Firm

· Audited Combined Statements of Net Assets Acquired and Liabilities Assumed as of December 31, 2008 and 2009;

· Audited Combined Statements of Revenues and Direct Expenses for the Years Ended December 31, 2008 and 2009; and

· Notes to the Combined Statements of Net Assets Acquired and Liabilities Assumed and Combined Statements of Revenues and Direct Expenses

(b)  Pro forma financial information

The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(c)  Exhibits

2.1	Asset Purchase Agreement by and among Sorin Group USA, Inc., Cytomedix Acquisition Company and Cytomedix, Inc, dated as of April 9, 2010.
4.1	Form of Warrant.
4.2	Certificate of Designation, Relative Rights and Preferences of the 10% Series D Convertible Preferred Stock.
10.1	Form of Transition Agreement, dated as of April 9, 2010.
10.2	Form of Asset Transfer and Assumption Agreement, dated as of April 9, 2010.
10.3	Form of Subscription Agreement.
10.4	Form of Registration Rights Agreement.
10.5	Form of Promissory Note
23.1	Consent of Independent Registered Public Accounting Firm.
99.1	Audited Combined Statements of the Business Acquired
99.2	Press Release

Forward-Looking Statements

Certain statements in this Report are forward-looking statements that involve a number of risks and uncertainties. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks related to the Company’s ability to integrate the acquisition, assumption of liabilities, or ability to satisfy the deferred payments. Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in its filings with the Commission. These forward-looking statements represent the Company’s judgment as of the time of this report. The Company disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Cytomedix, Inc.
By:	/s/ Martin Rosendale
	Martin Rosendale Chief Executive Officer

Date:   April 12, 2010

EX-2.1

EX-4.1

EX-4.2

CYTOMEDIX, INC.

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS

OF

SERIES D 10% CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

        The undersigned, Martin Rosendale and Andrew Maslan, do hereby certify that:

1. They are the Chief Executive Officer and Secretary, respectively, of Cytomedix, Inc., a Delaware corporation (the “Corporation”).

2. The Corporation is authorized to issue 15,000,000 shares of preferred stock, par value $0.0001 per share of which 163,447 shares are issued and outstanding as of the date hereof.

3. The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 15,000,000 shares, $0.0001 par value per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Purchase Agreement, up to 2,000,000 shares of the preferred stock which the Corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

TERMS OF PREFERRED STOCK

Section 1.                      Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Bankruptcy Event” means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof, (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Corporation or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Corporation or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Corporation or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (g) the Corporation or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

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“Beneficial Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 50% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 50% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the Original Issue Date), or (e) the execution by the Corporation of an agreement to which the Corporation  is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement.

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) each Holder’s obligations to pay the Subscription Amount and (ii) the Corporation’s obligations to deliver the Securities have been satisfied or waived.

 “Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

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“Common Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Amount” means the sum of the Stated Value at issue.

“Conversion Date” shall have the meaning set forth in Section 6(a).

“Conversion Price” shall have the meaning set forth in Section 6(b).

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

“Dividend Notice Period” shall have the meaning set forth in Section 3(a).

“Dividend Payment Date” shall have the meaning set forth in Section 3(a).

“Dividend Share Amount” shall have the meaning set forth in Section 3(a).

 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, consultants, officers or directors of the Corporation pursuant to any stock or option plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Corporation or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any securities issued pursuant to the Purchase Agreement and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the Purchase Agreement, provided that such securities have not been amended since the date of the Purchase Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Corporation, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Corporation and shall provide to the Corporation additional benefits in addition to the investment of funds, but shall not include a transaction in which the Corporation is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

“GAAP” means United States generally accepted accounting principles.

“Holder” shall have the meaning given such term in Section 2.

“Indebtedness” means (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Corporation’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.

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 “Junior Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Liquidation” shall have the meaning set forth in Section 5.

“New York Courts” shall have the meaning set forth in Section 11(d).

“Notice of Conversion” shall have the meaning set forth in Section 6(a).

 “Optional Redemption” shall have the meaning set forth in Section 8(b).

“Optional Redemption Amount” means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) accrued but unpaid dividends.

“Optional Redemption Date” shall have the meaning set forth in Section 8(a).

“Optional Redemption Notice” shall have the meaning set forth in Section 8(a).

“Optional Redemption Notice Date” shall have the meaning set forth in Section 8(a).

“Original Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Corporation) have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Corporation’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Corporation’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Corporation and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, and (c) Liens incurred in connection with Permitted Indebtedness under clause (a) thereunder.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred Stock” shall have the meaning set forth in Section 2.

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“Purchase Agreement” means the Subscription Agreement, dated as of the Original Issue Date, among the Corporation and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities” means the Preferred Stock, the Warrants, the Warrant Shares and the Underlying Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Subscription Amount” shall mean, as to each Holder, the aggregate amount to be paid for the Preferred Stock purchased pursuant to the Purchase Agreement as specified below such Holder’s name on the signature page of the Purchase Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.

“Trading Day” means a day on which the principal Trading Market is open for business.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

“Transaction Documents” means this Certificate of Designation, the Purchase Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant to the Purchase Agreement.

“Transfer Agent” means the current transfer agent of the Corporation, and any successor transfer agent of the Corporation.

“Underlying Shares” means the shares of Common Stock issued and issuable upon conversion or redemption of the Preferred Stock, upon exercise of the Warrants and issued and issuable in lieu of the cash payment of interest on the Preferred Stock in accordance with the terms of this Certificate of Designation.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.

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Section 2.                      Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series D 10% Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 2,000,000. Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1,000.00 subject to increase set forth in Section 3 below (the “Stated Value”).

Section 3.                      Dividends.

a)           Dividends. The Holders shall be entitled to receive, and the Corporation shall pay, cumulative dividends at the rate per share (as a percentage of the Stated Value per share) of 10% per annum (the “Initial Dividend Rate”) (the “Dividend Payment”), payable quarterly in arrears on January 15, April 15, July 15 and October 15, beginning on July 15, 2010 (each such date, a “Dividend Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable payment shall be due on the next succeeding Trading Day) in cash, or at the company’s option, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (the “Dividend Share Amount”), which number shall be determined by dividing (x) the Dividend Payment by (y) the Dividend Payment Price. The term “Dividend Payment Price” refers to the price equal to the VWAP for the five (5) Trading Day period ending three (3) days immediately preceding the Dividend Payment Date, provided, however, in no event shall the Dividend Payment Price be less than $0.40.  The Holders shall have the same rights and remedies with respect to the delivery of any such shares as if such shares were being issued pursuant to Section 6.

b)           Dividend Calculations. Payment of dividends in shares of Common Stock shall otherwise occur pursuant to Section 6(c)(i) herein and, solely for purposes of the payment of dividends in shares, the Dividend Payment Date shall be deemed the Conversion Date.  Dividends shall cease to accrue with respect to any Preferred Stock converted, provided that, the Company actually delivers the Conversion Shares within the time period required by Section 6(c)(i) herein.

c)           Other Securities. So long as any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall redeem, purchase or otherwise acquire directly or indirectly any Junior Securities. So long as any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any distribution upon (other than a dividend or distribution described in Section 6 or dividends due and paid in the ordinary course on preferred stock of the Corporation at such times when the Corporation is in compliance with its payment and other obligations hereunder), nor shall any distribution be made in respect of, any Junior Securities as long as any dividends due on the Preferred Stock remain unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or shares pari passu with the Preferred Stock.

Section 4.                      Voting Rights. Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no voting rights.

Section 5.                      Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than 15 days prior to the payment date stated therein, to each Holder.

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Section 6.                      Conversion.

a)           Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”); provided, however, that the aggregate number of shares of the Corporation common stock issuable upon any and all conversion of the Preferred Stock or exercises of the Warrants sold in this Offering (as the term is defined under the Subscription Agreement) may not exceed 19.99% (the “Numeric Limitation”) of the total issued and outstanding shares of the Corporation outstanding common stock on the Original Issue Date, unless such issuances in excess of the Numeric Limitation are approved by the Company’s common stockholders.. To the extent that such stockholders have not approved such issuance within 90 days after the Closing and at the time the Holder notifies the Company of its desire to effect a Share Conversion, the Initial Dividend Rate shall increase from 10% to 14% effective as of date of such notification.  If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error.  To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue.  Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

b)           Conversion Price.  The conversion price for the Preferred Stock shall equal to Ninety Percent (90%) of the VWAP for the 10 Trading Days immediately prior to April 9, 2010, provided, however, in no event shall the Conversion Price be less than $.40(the “Conversion Price”).

c) Mechanics of Conversion

i.           Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of the Preferred Stock (including, if the Corporation has given continuous notice pursuant to Section 3(b) for payment of dividends in shares of Common Stock at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Corporation, shares of Common Stock representing the payment of accrued dividends otherwise determined pursuant to Section 3(a) but assuming that the Dividend Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Corporation and excluding for such issuance the condition that the Corporation deliver the Dividend Share Amount as to such dividend payment), and (B) a bank check in the amount of accrued and unpaid dividends (if the Corporation has elected or is required to pay accrued dividends in cash). On or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, the Corporation shall use its best efforts to deliver any certificate or certificates required to be delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

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ii.           Failure to Deliver Certificates.  If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by seventh (7th) Trading Day after the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iii.           Obligation Absolute.  The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder.

iv.           Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock and payment of dividends hereunder.  The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

v.           Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock.  As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

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vi.           Transfer Taxes.  The issuance of certificates for shares of the Common Stock on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders of such shares of Preferred Stock and the Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

d)           Beneficial Ownership Limitation.The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation  subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by such Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Corporation shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder.  A Holder, upon not less than 61 days’ prior notice to the Corporation, may decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock and the provisions of this Section 6(d) shall continue to apply.  Any such decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

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Section 7.                      Certain Adjustments.

a)                      Adjustments for Stock Splits, Stock Dividends, Etc.  If the Corporation (a) pays a dividend in shares of the Common Stock to holders of the Common Stock, (b) makes distributions in shares of Common Stock to holders of the Common Stock, (c) subdivides the outstanding shares of Common Stock into a greater number of shares of Common Stock, (d) combines the outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (e) takes action resulting in a similar effect upon the Common Stock, then, and in every such case, the Conversion Rate in effect immediately prior to such action shall be adjusted to equal the Conversion Rate in effect immediately prior to such action multiplied by a fraction, the numerator of which is the number of issued and outstanding shares of Common Stock immediately following such action and the denominator of which is the number of issued and outstanding shares of Common Stock immediately prior to such action.  An adjustment made pursuant to this Section shall become effective on the Record Date in the case of a dividend or distribution and on the effective date in the case of a subdivision or combination.

b)                      Adjustments for Other Distributions.  If the Corporation distributes pro rata to all holders of the Common Stock shares of any class of capital stock (excluding the Common Stock), or options, rights or warrants to acquire any class of capital stock (including the Common Stock), or cash or other assets of the Corporation (excluding capital stock of the Corporation held in its treasury), then, and in any such case, the Holders shall be entitled to receive, at the time such distribution is made, the capital stock, options, rights, warrants, cash or other assets so distributed as if such holder had owned the number of shares of Common Stock that such holder would have owned at the time of such distribution if the Conversion Date had occurred immediately prior to the record date for such distribution.  Such adjustment shall become effective on the record date for determination of the holders of Common Stock entitled to receive the distribution.

c)                      Any notice required by the provisions of this Section 7 shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) when sent by telex, e-mail or facsimile, if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage pre-paid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Corporation.

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 Section 8.                      Redemption.

a)           Subject to the provisions of this Section 8, at any time after the 36 month anniversary of the date of the Purchase Agreement, the Corporation may deliver a notice to the Holders (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding Preferred Stock, for cash in an amount equal to the Optional Redemption Amount on the 30th Trading Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”).  The Optional Redemption Amount is payable in full on the Optional Redemption Date.

b)           Redemption Procedure.  The payment of cash pursuant to an Optional Redemption shall be made on the Optional Redemption Date.  If any portion of the cash payment for a Optional Redemption has not been paid by the Corporation on the Optional Redemption Date, interest shall accrue thereon until such amount is paid in full at a rate equal to the lesser of 12% per annum or the maximum rate permitted by applicable law.

Section 9.                      Negative Covenants.  As long as any shares of Preferred Stock are outstanding, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:

a)           amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder; or

b)           pay cash dividends or distributions on Junior Securities of the Corporation.

Section 10..                      Reserved.

Section 11..                      Miscellaneous.

a)           Notices.  Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: Andrew Maslan, CFO, facsimile number 240-499-2690, or such other facsimile number or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 11.  Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase Agreement.  Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

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b)           Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

c)           Lost or Mutilated Preferred Stock Certificate.  If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

d)           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof.

e)           Waiver.  Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders.  The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion.  Any waiver by the Corporation or a Holder must be in writing.

f)           Severability.  If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.  If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

g)           Next Business Day.  Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h)           Headings.  The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

i)           Status of Converted or Redeemed Preferred Stock.  Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement.  If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series D 10% Convertible Preferred Stock.

*********************

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RESOLVED, FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

        IN WITNESS WHEREOF, the undersigned have executed this Certificate this 9 day of April 2010.

/s/ Martin Rosendale	/s/ Andrew Maslan
Name:  Martin Rosendale	Name:  Andrew Maslan
Title:  Chief Executive Officer	Title:  Chief, Financial Officer, Secretary

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ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)

The undersigned hereby elects to convert the number of shares of Series D 10% Convertible Preferred Stock indicated below into shares of common stock (the “Common Stock”), of Cytomedix, Inc., a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion: _____________________________________________

Number of shares of Preferred Stock owned prior to Conversion: _______________

Number of shares of Preferred Stock to be Converted: ________________________

Stated Value of shares of Preferred Stock to be Converted: ____________________

Number of shares of Common Stock to be Issued: ___________________________

Applicable Conversion Price:___________________________________________

Number of shares of Preferred Stock subsequent to Conversion: ________________

Address for Delivery: ______________________

or

DWAC Instructions:

Broker no: _________

Account no: ___________

[HOLDER]
By:
	Name:
	Title:

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EX-10.1

Execution Copy

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of April ____, 2010, is by and between Cytomedix Inc., a Delaware corporation and Cytomedix Acquisition Company, LLC (collectively, “Buyer”), and Sorin Group USA Inc., a Delaware corporation (“Seller” and, with Buyer, each a “Party” and together the “Parties”).

WITNESSETH:

WHEREAS, Buyer and Seller have entered into that certain Asset Purchase Agreement, dated as of April ____, 2010 (the “Purchase Agreement”); and

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement (the “Acquisition”), the Parties desire that certain transition services be provided as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I.   DEFINITIONS

Section 1.1.         Definitions.

(a)         Capitalized terms not herein defined shall have the meaning ascribed to them in the Purchase Agreement.

(b)         The following terms used in this Agreement shall have the respective meanings assigned to them below:

“Service Period” means, with respect to any Transition Service, the period commencing on the Closing Date and ending on the earlier of (i) the date that this Agreement terminates pursuant to Section 3.2, and (ii) the termination date specified with respect to such Transition Service on the Exhibit applicable to such Transition Service, unless extended pursuant to Section 3.1 and subject in all cases to Section 3.2(c).

 “Third Party” means any Person other than Buyer, Seller and any of their respective Affiliates.

ARTICLE II.   TRANSITION SERVICES; FEES; TAXES

Section 2.1.          Transition Services.

(a)           Initial Services.  Commencing on the Closing Date, Seller agrees to provide or otherwise make available, or with respect to any service to be provided by an Affiliate of Seller, to cause such Affiliate of Seller to provide or make available, to Buyer the applicable services within each category of service (‘Service Categories’) set forth on Exhibit A attached hereto and as further detailed in the schedules (the “Schedules”) mutually agreed upon and attached thereto (collectively, the “Initial Services”).  To the extent that any Schedule is not finalized prior to execution hereof, the parties shall negotiate in good faith promptly to complete and mutually agree upon the final Schedules therefor.

(b)           Additional Services.  For a period not to exceed six (6) months following the Closing Date, Buyer and Seller may mutually agree to create additional Exhibits or amend Exhibit A to provide other service or services (the “Additional Services” and, together with the Initial Services, the “Transition Services”) as the Parties may mutually agree.  Each Exhibit describing Additional Services shall set forth a description of such Additional Service, the time period during which such Additional Service will be provided and any other terms applicable thereto.

(c)           Excluded Services.  Notwithstanding anything contained in this Agreement or on any Exhibit to the contrary, neither Seller nor any Affiliate of Seller shall be obligated or expected to provide hereunder (i) any Transition Services for the benefit of any Third Party; or (ii) any Transition Services that would constitute a violation of Law or any Governmental Order.

(d)           Cooperation.  In the event that there is nonperformance of any Transition Service as a result of an event described in Section 7.1, 7.2, 7.3 or 7.4, Seller shall cooperate in good faith as may be reasonably requested by Buyer to resolve same.

Section 2.2.          Fees.Except to the extent that a schedule to Exhibit A specifies amounts to be paid to Seller in respect of a certain Transition Service, such as reimbursement of certain expenses incurred by Seller (which Buyer shall pay to Seller as provided for therein), Seller shall otherwise provide the Transition Services without charge.

Section 2.3.          Taxes. Buyer shall be responsible for the payment of all sales, use, value-added, gross receipts and other similar Taxes (including, without limitation, all withholding Taxes required by Law, but excluding Taxes based on Seller’s or its Affiliates’ net income or any withholding or similar employment taxes payable in connection with the employment by Seller and its Affiliates of employees to provide the Transition Services) imposed by applicable taxing authorities and attributable to the supply of Transition Services to Buyer or any payment hereunder.  If Seller or any Affiliate of Seller is required to pay any part of such Taxes, Buyer shall promptly reimburse Seller or its applicable Affiliate for such Taxes.

Section 2.4           Transition Plan.  The Parties shall within two weeks from the date hereof mutually agree upon a detailed plan and timeline for the transition of the services provided hereunder to Buyer at the earliest practical date, but in no event later than the end of the Service Period, and shall notify each other as to the identity of a single person to act as liaison for the totality of the services to be provided hereunder (the “Transition Managers”). The Transition Plan shall be based on the Schedules hereto

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ARTICLE III.   TERM; TERMINATION

Section 3.1.          Term.  Unless otherwise terminated pursuant to Section 3.2, this Agreement shall terminate with respect to any Transition Service at the close of business on the last day of the Service Period for such Service; provided, however, that up to one (1) time for any Transition Service, the Parties may mutually agree to extend the Service Period for a period not to exceed two (2) months for all or a portion of such Transition Service provided that Seller or Buyer requests such extension no later than sixty (60) days prior to the expiration of the Service Period for such Transition Service (or such greater notice period as is specified on the Exhibit for such Transition Service).  Except with respect to Transition Services extended pursuant to this Section 3.1, all Transition Services hereunder shall automatically terminate on the last day of the month in which the six (6)-month anniversary of the Closing Date occurs.  The parties acknowledge and agree that, with respect to any Transition Service, in no event shall the last day of the Service Period for such Transition Service (including Transition Services extended pursuant to this Section 3.1) be later than the last day of the month in which the eight (8)-month anniversary of the Closing Date occurs.  The term of this Agreement with respect to the supply of Products, shall expire on the delivery of the last of the Products required under Section 6.1.

Section 3.2.          Termination.

(a)           Termination for Cause.  Either Party may terminate this Agreement upon thirty (30) days notice by the terminating Party if the other Party becomes insolvent, makes any assignment for the benefit of its creditors, or is placed in receivership, liquidation or bankruptcy.  Either Party may terminate this Agreement upon thirty (30) days notice by the terminating Party upon the breach of any material provision of this Agreement by the other Party if such breach is not cured within thirty (30) days after written notice thereof to the Party in default; provided, however, Seller may terminate this Agreement on five days notice if Buyer fails to pay any amount when due hereunder and fails to remedy such failure within five days notice of such breach.

(b)           Termination by Buyer.  Buyer shall have the right to terminate any or all of the Transition Services provided hereunder by giving thirty (30) days prior written notice to Seller of Buyer’s intention to terminate said Transition Service(s), and such termination shall be effective at the end of the 30 day notice period.

(c)           Effect of Termination.  The termination, expiration, cancellation or abandonment of this Agreement through any means or for any reason shall not relieve the parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement, nor shall it relieve Buyer of the obligation to pay the Service Fee.

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ARTICLE IV.   STANDARDS

Section 4.1.          Performance of Transition Services.

(a)           Performance Standard.  Seller shall perform and cause its Affiliates to perform the Transition Services at a level and in a manner that is consistent (in nature, quality and timeliness) with analogous services provided internally by Seller immediately prior to the Closing Date.  Buyer acknowledges that (i) Seller makes no implied representation or warranty concerning the Transition Services, including any applicable implied warranty of merchantability or fitness for a particular purpose, and (ii) except as expressly set forth herein, Seller makes no express representation or warranty concerning the Transition Services.

(b)           DISCLAIMER OF WARRANTIES.  NEITHER SELLER NOR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE TRANSITION SERVICES, SELLER, ITS AFFILIATES OR THEIR RESPECTIVE BUSINESSES.  BUYER AGREES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN IN THIS SECTION 4.1 BY SELLER ARE IN LIEU OF, AND BUYER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES WHICH MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATUTE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY HEREUNDER SHALL BE REPERFORMANCE OF THE TRANSITION SERVICE.

Section 4.2.         Parties to Perform Transition Services.  Seller or any Affiliate of Seller may perform Transition Services itself or through the use of a Third Party (including, without limitation, any agent, subcontractor or independent contractor); provided, however, that the use of any Third Party by Seller or any Affiliate in performing Transition Services shall not relieve Seller or its Affiliate of its obligations under this Agreement.  Each of Seller and Buyer shall identify personnel from its organization located in or responsible for implementation of the Transition Services and such personnel shall cooperate through the term of this Agreement in order to facilitate transactions contemplated by this Agreement.

ARTICLE VI.  SALE  OF ANGEL PRODUCTS

Section 6.1           Sale of Products.  Seller shall sell and Buyer shall purchase a total of 100 complete Angel products (each a “Product”).  Seller shall undertake commercially reasonable efforts to deliver Products according to the following production schedule:

April, 2010	0	August, 2010	10
May, 2010	20	September, 2010	20
June, 2010	20	October, 2010	10
July, 2010	20

If Seller can deliver Products faster than the foregoing schedule, it may do so at its discretion.  Delivery shall be ex works the Seller’s Affiliate’s facility in Mirandola, Italy.  Buyer may use without charge any non-finished goods inventory that constitute Acquired Assets to produce Products. THE PRODUCTS ARE SOLD AS IS WHERE IS WITH ALL FAULTS.  SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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Section 6.2           Purchase Price.  The purchase price for each Product shall be 5,000 Euros.  The purchase price shall be payable within 180 days of delivery of the Product.

Section 6.3           Production Schedule.  Seller shall advise Buyer from time to time of the production schedule of the Products.  If Seller is capable of delivering Products faster than the schedule set forth in Section 6.1, it may do so at its discretion.  Seller shall use its commercially reasonable efforts to adhere to the foregoing delivery schedule,  however, Seller shall not be deemed to be in breach of this Agreement if it is delayed or prevented from producing Products due to labor disputes, breakdowns in utilities infrastructure or transit systems, or disruptions in the supply of components or subassemblies.  In the event of any such delay or disruption that is likely to interfere with the estimated delivery schedule, Seller shall promptly notify Buyer of such problem, the potential impact on the production schedule, and the measures that Seller intends to take to address the disruption causing the delay, and Seller shall provide regular updates with respect to the progress in overcoming the problem.  Seller shall bear the reasonable costs of the measures that it deems to be commercially reasonable to overcome such problems, such as accelerating production on the resolution of the disruption, procuring components from brokers, or modifying the design of the Product to accommodate an alternative component or subassembly (and making any necessary notifications thereof to the relevant governmental authorities).

Section 6.4          License.  Buyer hereby grants Seller a non-exclusive royalty-free license to use the Transferred Intellectual Assets for the purpose of performing Buyer’s obligations hereunder.  Buyer will further cooperate and allow Seller to use any other Acquired Asset that is necessary to perform Buyer’s obligations hereunder.

ARTICLE VII.   FORCE MAJEURE; SUSPENSION OR MODIFICATION

Section 7.1.         Force Majeure.  No Party shall be liable to another Party if, and to the extent that, the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed, made impracticable, interfered with or otherwise hindered due to circumstances beyond the reasonable control of such Party, including, but not limited to, changes in Law, the issuance of any Governmental Order, fire, flood, explosion, epidemic, accident, acts of God, war, terrorism, sabotage, riot, strike, lockout or other concerted acts of workers and/or acts of any Governmental Authority.  The Party claiming an event of force majeure shall promptly notify the other Party in writing, and provide reasonable particulars of the cause or event and the date of first occurrence thereof, as soon as reasonably possible after the event and also keep the other Party informed of any further developments.  The Party so affected shall use its reasonable best efforts to remove the cause of non-performance, and both parties shall resume performance hereunder when such cause is removed unless this Agreement has previously expired or been terminated in accordance with its terms.

Section 7.2.          Seller Suspension.  Buyer agrees that the Transition Services may, from time to time, in the reasonable discretion of Seller and/or its Affiliates, be interrupted, suspended, allocated, reduced, altered or changed in whole or in part for modifications and ordinary maintenance to the assets needed to provide Transition Services and any other matters of a short-term nature (the “Service Suspensions”); provided, that no planned Service Suspension shall last more than five (5) Business Days.  Prior to any planned Service Suspension, Seller or an Affiliate of Seller shall provide prior written notice thereof to Buyer of not less than ten (10) Business Days and cooperate in good faith with Buyer to mitigate any adverse consequences to Buyer of such Service Suspension.

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Section 7.3.         Governmental Suspension.  If any Law or Governmental Order shall prevent, limit or restrict Seller or any Affiliate of Seller in performing or arranging for the performance of any Transition Service for providing facilities for such purposes, then, in any such event Seller shall not be required to provide the Transition Services or facilities for the Transition Services to the extent so prevented, limited or restricted; provided, however, that Seller shall use commercially reasonable efforts to cure the basis for any such Law or Governmental Order and cooperate in good faith with Buyer to mitigate any adverse consequences to Buyer of such prevention, limitation or restriction.

Section 7.4.         Modification of Seller Facilities Required by Law.  If any Law or Governmental Order would require any modification of facilities used to provide Transition Services or the provision of any additional facilities used to provide Transition Services, then, unless otherwise agreed by Seller in writing, neither Seller nor any Affiliate of Seller shall be required to provide (or arrange for the provision of) the relevant Transition Services, but Seller or an Affiliate of Seller shall cooperate in good faith with Buyer in Buyer’s efforts to locate, at Buyer’s cost, a Third Party to provide such modified or additional facilities for use in the Transition Services.

ARTICLE VIII.   DOCUMENTATION OF AUTHORITY; ASSISTANCE

Section 8.1.           Reports; Books and Records.

(a)           On the termination of the applicable Transition Services, Seller shall transfer or cause its Affiliates to transfer the Books and Records received or created by Seller for the benefit of Buyer during the Service Period.  Seller and its Affiliates shall be responsible for the reasonable costs, if any, of creating, gathering, copying and transporting such Books and Records.

(c)           Notwithstanding any other provision of this Agreement, Seller shall not be required to: (i) provide any such Books and Records in any specific form, condition or format, unless Seller or Seller’s Affiliates maintained such Books and Records in such form, condition or format in the ordinary course of business during the twelve (12) months immediately preceding execution of this Agreement (and in no event shall Seller or its Affiliates be required to perform any improvement, modification, conversion, updating or reformatting of any such Books and Records); or (ii) disclose to Buyer, or provide Buyer access to, any portions of any Books and Records that contain confidential or proprietary information that relates to the businesses of Seller or its Affiliates other than the Acquired Products (and Seller may redact any portions of any Books and Records that are not related to same).

Section 8.2.         Agency Documentation.  If needed, the parties will execute such documents evidencing such authority for Seller and its Affiliates to represent Buyer and its Affiliates as may be necessary for Seller and its Affiliates to perform the Transition Services.

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Section 8.3.         Buyer Assistance.  Buyer shall provide Seller and its applicable Affiliates with information reasonably necessary to the performance of the Transition Services by Seller and such Affiliates hereunder and provide to Seller and its applicable Affiliates necessary specific written authorizations and consents.

Section 8.4.         Independence.  It is the specific understanding of Buyer and Seller that this Agreement shall not constitute or give rise to a partnership between Buyer and Seller. Except as otherwise expressly provided herein, all Transition Services provided by Seller under the terms of this Agreement shall be carried on by either Seller or one of its Affiliates as an independent contractor and not as an agent for or employee of Buyer and this Agreement shall not constitute or give rise to an agency relationship between Buyer and Seller or any of their respective Affiliates. In performing the Transition Services, the employees, agents and representatives of Seller and its Affiliates will be under the direction, control and supervision of Seller (or its Affiliates or subcontractors) and not of Buyer.

Section 8.5.         Limitation of Liability.  Notwithstanding anything to the contrary in this Agreement, the liability of the parties to each other under this Agreement, or otherwise with respect to the matters addressed herein, shall be limited to actual damages. In this regard, NEITHER SELLER NOR ITS AFFILIATES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BE LIABLE TO BUYER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, MULTIPLIED OR PUNITIVE DAMAGES IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND BUYER HEREBY WAIVES ON BEHALF OF ITSELF AND ITS AFFILIATES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, ANY CLAIM FOR SUCH DAMAGES.

ARTICLE IX.   MISCELLANEOUS

Section 9.1.         Modifications and Amendments.  This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, Buyer and Seller or (b) by a waiver in accordance with Section 9.10.

Section 9.2.         Assignment.  This Agreement may not be assigned without the express written consent of Seller and Buyer (which consent may be granted or withheld in the sole discretion of Seller or Buyer), as the case may be; provided, however, that either party may, without the consent of the other party, assign its rights and obligations, in whole or in part, under this Agreement to one or more of its Affiliates, except that no such assignment shall relieve the assigning party from the performance of its obligations hereunder.

Section 9.3.         Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile, by e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.3):

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if to Seller, addressed to:

Sorin Group USA, Inc.

14401 W. 65th Way

Arvada, CO 80004

Attention:  Taylor Pollock, Director North America

    Corporate Legal Affairs

Fax:  (303) 467-6163

E-mail:  taylor.pollock@sorin.com

With a copy to: (which copy shall not constitute notice):

c/o Sorin S.p.A.

Via Benigno Crespi 17

20159 Milan - Italy

Attention:  Brian Sheridan, General Counsel

Fax: +39 02 69969 790

E-mail:brian.sheridan@sorin.com

and

Foley & Lardner LLP

777 East Wisconsin Ave, Suite 3800

Milwaukee, WI 53202

Attention: Kevin D. Makowski

E-mail:  kmakowski@foley.com

and if to Buyer or Parent, to:

c/o Cytomedix, Inc.

416 Hungerford Drive

Suite 300

Rockville, MD 20850

Attention:  Martin Rosendale, Chief Executive Officer

Fax: 240.499.2690

E-mail:  mrosendale@cytomedix.com

With a copy to (which copy shall not constitute notice):

Cozen O'Connor

1627 I Street, NW, Suite 1100

Washington, DC 20006

Attention:  F. Alec Orudjev

Fax: 866.742.4203

E-mail:  aorudjev@cozen.com

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or to such other address for either party as such party shall hereafter designate by like notice.  Each such notice, request, instruction or other communication so given shall be deemed to be delivered one Business Day after receipt.

Section 9.4.          Headings.  The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning and interpretation of this Agreement.

Section 9.5.          Counterparts.  This Agreement may be executed in two or more counterparts being original or facsimile copies, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to constitute one and the same Agreement.

Section 9.6.          Entire Agreement.  This Agreement and the Transaction Documents constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between Seller and Buyer with respect to the subject matter hereof and thereof.

Section 9.7.          Dispute Resolution.  Any dispute, claim or controversy arising from or related in any way to this Agreement or the interpretation, application, breach, termination or validity thereof, including any claim of inducement of this Agreement by fraud or otherwise, shall he resolved in the manner set forth in Sections 11.6 through 11.9 of the Purchase Agreement.

Section 9.8.          Purchase Agreement.  Nothing contained in this Agreement is intended or shall be construed to amend or modify in any respect, or constitute a waiver of, any of the rights and obligations of the parties under the Purchase Agreement.

Section 9.9.          Construction.

(a)           Interpretive Rules.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and all Article and Section references are to this Agreement unless otherwise specified.  The words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation.” The word “days” means calendar days unless otherwise specified herein.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  No provision of this Agreement shall be construed to require either party or their respective officers, directors, subsidiaries or Affiliates to take any action which would violate or conflict with any applicable Law.  The word “if” means “if and only if.” The word “or” shall not be exclusive.  The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms.  Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.  Except as otherwise expressly provided herein, all references to “Dollars” or “$” will be deemed references to the lawful money of the United States of America.  If applicable Law requires that any payment pursuant to this Agreement be made in local currency, the parties shall use the applicable exchange rate published in the Wall Street Journal as of such date.  Whenever conversion of payments from any foreign currency for a particular period shall be required, such conversion shall be made at the average of the exchange rates published in the Wall Street Journal for the beginning and the end of the relevant period.

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(b)           The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Except where expressly indicated otherwise, references in this Agreement to any Article, Section or Exhibit refer to Articles, Sections or Exhibits of this Agreement and any sub-section thereof and any provision contained therein.  The words “or” or “any” are not exclusive and “such as,” “include” or “including” are not limiting.  References to this “Agreement” include all Exhibits and other attachments hereto, which are incorporated into this Agreement by reference.

Section 9.10.  Waiver.  Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) to the extent permitted by applicable Law, waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.  Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.  The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

Section 9.11. No Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

[Signatures on the Following Page]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

SELLER	SORIN GROUP USA INC.
	By:

Name:

Title:

BUYER	CYTOMEDIX ACQUISITION COMPANY LLC
	By:
		Martin Rosendale, President
	CYTOMEDIX INC.
	By:
		Martin Rosendale, CEO

[Signature Page to Transition Services Agreement]

EXHIBIT A

Service Categories

Arvada, Denver

Arvada RA/QA assistance on Transfer / Notification / Acquisition by Buyer of Certifications

Arvada Repair, Replacement and Refurbishment

Arvada Customer Service

Arvada Purchasing and Supplier Management

Arvada Training on Acquired Products

Arvada Re-conversion of DMR/DHF from current Italian language into English language

Arvada Customer Communication, Hand-over and Continuity Services

Mirandola, Italy

Mirandola RA/QA on Transfer / Notification / Acquisition by Buyer of Certifications

Mirandola Manufacture of Angel Machine

Mirandola Purchasing and Supplier Management

Mirandola Customer Service

Mirandola final shipping of inventory and machinery/tooling

Mirandola supplier relationship co-ordination with Bioprod (Slovenia)

Gloucester, United Kingdom

Stripped Distribution by Sorin Group UK Ltd. assistance pursuant to Distribution Agreement

Stripped Distribution by Sorin Group Canada Inc. and assistance pursuant to Distribution Agreement

Stripped Distribution by Sorin Group Belgium and assistance pursuant to Distribution Agreement

Stripped Distribution by Sorin Group Netherlands N.V. and assistance pursuant to Distribution Agreement

12

EX-10.2

Execution Copy

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) dated April __, 2010 is made and entered into by and between Sorin Group USA, Inc., a Delaware corporation (“Seller”), and Cytomedix Acquisition Company, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement (as hereinafter defined).

BACKGROUND

WHEREAS, Buyer, and Cytomedix, Inc., a Delaware Corporation and the sole member of Buyer (“Parent”) and Seller are parties to a certain Asset Purchase Agreement dated as of April __, 2010 (the “Purchase Agreement”), pursuant to which Buyer has agreed to buy and Seller has agreed to sell the Acquired Assets and Buyer has agreed to assume the Assumed Liabilities of Seller; and

WHEREAS, Section 2.2(b) of the Purchase Agreement provides that Seller and Buyer shall execute and deliver at the Closing an assignment and assumption agreement pursuant to which Seller shall assign to Buyer all right, title and interest in the Assumed Agreements and pursuant to which Buyer shall assume Seller’s liabilities and obligations with respect the Assumed Agreements from and after the date hereof.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of and pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Seller hereby assigns to Buyer all right, title and interest in and to the contracts and agreements set forth on Exhibit A attached hereto and made a part hereof (the “Assumed Agreements”).  Buyer accepts such assignment and hereby assumes and agrees to perform and discharge when due the obligations of Seller accruing and arising from and after the date hereof under the Assumed Agreements.

2.           Buyer shall not assume or have any obligation with respect to any contracts or agreements of Seller other than the Assumed Agreements.

3.           Buyer hereby assumes and agrees to perform and discharge when due the obligations of Seller accruing and arising from and after the date hereof to the extent relating directly to or arising out of the Business (i) all Liabilities of the Business arising out of or relating to the ownership or use of the Acquired Assets or the ownership or operation of the Business after the Closing Date, (ii) all Liabilities arising out of the Warranty Policy in respect of Acquired Products manufactured or sold on or prior to the Closing Date, (iii) all Liabilities arising out of or relating to the marketing, promotion, distribution or sale of any Acquired Product by Buyer or its Affiliates after the Closing Date (including without limitation, liability for failures to comply with applicable regulations of Governmental Authorities, product returns, warranty obligations and other product liabilities with respect to such Acquired Products, regardless of the legal theory asserted) and (iv) all obligations and Liabilities for Taxes arising out of or relating to the ownership or operation of the Acquired Assets after the Closing Date.

4.           This Agreement shall by binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

5.           This Agreement shall not be modified or amended except by an instrument in writing signed by both Buyer and Seller.

6.           This Agreement and all of its provisions, rights and obligations is given in accordance with the terms of the Purchase Agreement, the provisions of which are incorporated herein by reference.  In the event of any conflict or inconsistency between the terms and conditions set forth in this Agreement and the Purchase Agreement, the terms and conditions set forth in the Purchase Agreement shall control.

7.           This Agreement shall not be deemed to defeat, limit, alter, impair, enhance or enlarge any right, obligation, liability, claim or remedy created by the Purchase Agreement or any agreement or other document executed in connection with, or contemplated by, the Purchase Agreement.

8.           This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to the choice-of-law rules of this or any other jurisdiction to the contrary.

9.           This Agreement may be executed in one or more counterparts (whether facsimile or original), each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

Execution Copy

IN WITNESS WHEREOF, Seller and Buyer have duly executed this Assignment and Assumption Agreement as of the day and year first above written.

SORIN GROUP USA, INC.
By:
	Name:
	Title:
CYTOMEDIX ACQUISITION COMPANY, LLC
By:
	Martin Rosendale, President

EXHIBIT A

ASSUMED AGREEMENTS

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EX-10.3

FOR ACCREDITED INVESTORS ONLY

FORM OF SUBSCRIPTION DOCUMENTS AND INSTRUCTIONS

INSTRUCTIONS

The following documents must be completed in accordance with the instructions set forth below and must be executed in order to determine whether you are an “accredited investor” as such term is defined in the Securities Act of 1933, as amended, and, if so accredited, in order to subscribe for the purchase of certain securities (the “Securities”) of Cytomedix, Inc., a Delaware corporation (the “Company”), consisting of: (i) shares of its 10% Series D Convertible Preferred Stock and (ii) a warrant to purchase shares of Common Stock (a “Warrant”). Each Warrant shall be exercisable for the number of shares of Common Stock set forth in the Warrant at a price of $___ per share (or 110% of the 10 day volume weighted average price preceding the closing of this Offering) for 5 years after the Closing.

1.           Instructions.

(a)        Subscription Agreement and Registration Rights Agreement.   Be sure to carefully and fully read the Subscription Agreement and the Registration Rights Agreement, and execute the signature pages which are applicable to you. On the appropriate signature pages, you must sign, print your name (or the name of the entity on whose behalf you are signing), address and social security or tax identification number where indicated, and indicate the number of Securities subscribed for, the date of execution and the manner in which title to the Securities will be held.

(b)        Confidential Investor Questionnaire. Be sure to carefully and fully read the Confidential Investor Questionnaire attached as Exhibit A to Subscription Agreement. On the signature page of the Confidential Investor Questionnaire, you must sign and print your name (or the name of the entity on whose behalf you are signing) where indicated.

2.           Return of Documents.  Originals of the signed Subscription Agreement and Confidential Investor Questionnaire should be delivered to the following address:

Cytomedix, Inc.

416 Hungerford Drive, Suite 330

Rockville, MD 20850

Attention:  Andrew Maslan, CFO

Fax: (240) 499-2690

3.           Payment.  Contemporaneously with the execution and delivery of the Subscription Agreement and the Confidential Investor Questionnaire, payment of the purchase price may be made by wire transfer of immediately available funds, to Cytomedix, Inc., as follows:

(see separate wire transfer attachment)

If you should have any questions, please contact Andrew Maslan, CFO of the Company, at the Company’s  principal executive offices located at 416 Hungerford Drive, Suite 330, Rockville, MD 20850, or by telephone at (240) 499-2680.

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PLEASE PRINT:

NAME OF SUBSCRIBER:                      ____________________________________

AGGREGATE PURCHASE PRICE:      $________________

SUBSCRIPTION AGREEMENT

This Subscription Agreement, including Addendum A thereto (this “Agreement”) is being delivered to you in connection with your investment in Cytomedix, Inc., a Delaware corporation, whose shares of common stock (the “Common Stock”) are currently traded on the NYSE Amex LLC under the symbol “GTF.BC” (“the Company”).  The Company is conducting a private placement (the “Offering”) of its securities (the “Securities”), consisting of (i) shares of the 10% Series D Convertible Preferred Stock (the “Preferred Stock”) and (ii) a warrant to purchase shares of Common Stock (a “Warrant”).  Each Warrant shall be exercisable for the number of shares of Common Stock set forth in the Warrant at a price per share equal to 110% of the 10 day volume weighted average price preceding the closing of the Offering and for 5 years after the Closing.

All funds received in the Offering prior to the Closing (as defined below) shall be, upon fulfillment of the other conditions precedent set forth herein, delivered to the Company, at which time the Preferred Stock and the Warrants subscribed for shall be delivered, subject to the terms and provisions hereof and as further described below, to you.

1.             Subscription and Purchase Price

(a)           Subscription. Subject to the conditions set forth in Section 2 hereof, the undersigned hereby subscribes for and agrees to purchase that number of shares of the Preferred Stock as set forth on the Signature Page to this Agreement on the terms and conditions described herein. The principal dollar amount of the undersigned’s investment hereunder is $________; the undersigned shall also be entitled to receive a number of Warrants calculated as fifty percent (50)% of the number of shares of Common Stock into which the Preferred Stock is convertible at the Conversion Price (as the term is defined under the Certificate of Designation of Relative Rights, Preferences and Other Distinguishing Characteristics of the 10% Series D Convertible Preferred Stock).

(b)           Purchase of Securities. The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Securities shall be $___________, for an aggregate purchase price as set forth on Page 9 hereof (the “Aggregate Purchase Price”). The undersigned’s delivery of this Agreement to the Company shall be accompanied by payment, to the Company, of the Aggregate Purchase Price, payable in United States dollars, by wire transfer of immediately available funds.  The undersigned understands and agrees that, subject to Section 2 hereof and applicable laws, by executing this Agreement, he, she or it is entering into a binding agreement.

2.             Acceptance, Offering Term and Closing Procedures

(a)           Acceptance or Rejection. The obligation of the undersigned to purchase the Securities shall, subject to the investor accreditation process, applicable securities laws and the closing conditions contained in Section 6 hereof, be irrevocable and the undersigned shall be legally bound to purchase the Securities subject to the terms set forth in this Agreement.  The undersigned understands and agrees that the Company reserves the right to reject this subscription for Securities in whole or in part in any order at any time prior to the Closing if, in its reasonable judgment, it deems such action to be in the best interest of the Company, notwithstanding the undersigned’s prior receipt of notice of acceptance of the undersigned’s subscription. In the event of rejection of this subscription by the Company in accordance with this Section 2, or the sale of the Securities is not consummated by the Company for any reason, this Agreement and any other agreement entered into between the undersigned and the Company relating to the undersigned’s subscription for Securities shall thereafter have no force or effect, and the Company shall promptly return or cause to be returned to the undersigned the Aggregate Purchase Price remitted to the Company, without interest thereon or deduction therefrom.

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(b)           Closing/Offering Term. The subscription period for the Offering will begin as of April _, 2010. The closing of the Offering (the “Closing”) will occur upon the earlier to occur of: (i) receipt of acceptable subscriptions equal to at least Two Million ($2,000,000) or (ii) April __, 2010. The Offering will terminate on April _, 2010, unless extended without notice by the Company for no more than two 30 day periods thereafter.

(c)           The Company has retained and appointed Maxim Group LLC (“Maxim”) to act as its exclusive placement agent (with right to retain subagents), on a “best efforts” basis with respect to this Offering. Under the terms of our engagement letter with Maxim, in connection with this Offering Maxim may be entitled to (i) a commission of 8% of the gross proceeds received by the Company payable in cash on the closing date(s); (ii) a warrant to purchase the number of shares of the Company common stock equal to 4% of the number of shares of Common Stock underlying the securities issued in this Offering, and (iii) certain reimbursement of various offering related expenses in the amount not to exceed $50,000.

3.             Investor’s Representations and Warranties

The undersigned hereby acknowledges, agrees with and represents and warrants to the Company, as follows:

(a)           The undersigned has full power and authority to enter into and deliver this Agreement and to perform the obligations hereunder, and the execution, delivery and performance of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.

(b)           The undersigned acknowledges his, her or its understanding that the offering and sale of the Preferred Stock, the Warrants and the shares of common stock underlying such Securities (the “Underlying Securities”) is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to the Company as follows:

(i)           The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned’s representations contained herein, the undersigned is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention.

(ii)          The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Securities.

(iii)         The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to the investment in the Company.

(iv)         The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received, carefully reviewed and understand the information contained in various documents and agreements provided by the Company, together with all appendices and exhibits thereto (as such documents may be amended or supplemented, the “Transaction Documents”), relating to the Offering.

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(v)         The undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Securities.

(c)           The information in the Confidential Investor Questionnaire attached hereto as Exhibit A and completed and executed by the undersigned is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D.

(d)           The undersigned is not relying on the Company or its affiliates or agents with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Securities, and each Advisor, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor or any affiliate or sub-agent thereof.

(e)           The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the undersigned is aware that the Securities (including the Underlying Securities) are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided in Section 4 hereof, the Company is under no obligation to register the Securities on his, her or its behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement.

(f)           The undersigned understands and agrees that the certificates for the Securities shall bear substantially the following legend until (i) the Securities (including the Underlying Securities) shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company, the Securities (including the Underlying Securities) may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

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(g)           No representations or warranties have been made to the undersigned by the Company or any of its respective officers, employees, counsel, agents, sub-agents, affiliates or subsidiaries, other than any representations of the Company contained in the transaction agreements in connection with the Offering, and in subscribing for the Securities the undersigned is not relying upon any representations other than those contained in the transaction agreements in connection with the Offering.

(h)           The undersigned understands and acknowledges that his, her or its purchase of the Securities is a speculative investment that involves a high degree of risk and the potential loss of the undersigned’s entire investment and has carefully read and considered the matters set forth in the agreements in connection with the Offering, and, in particular, acknowledges that the Company has a limited operating history.

(i)            The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive.

(j)            Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved the Underlying Securities or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the agreements in connection with the Offering. The agreements in connection with the Offering have not been reviewed by any federal, state or other regulatory authority. Any representation to the contrary is a crime.

(k)           The undersigned and his, her or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Securities and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the undersigned and his, her or its Advisors, if any.

(l)            The undersigned is unaware of, is in no way relying on, and did not become aware of the offering of the Securities through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering and sale of the Securities and is not subscribing for Securities and did not become aware of the offering of the Securities through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally.

(m)          The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders, fees or the like relating to this Agreement or the transactions contemplated hereby (other than commissions to be potentially paid by the Company to Maxim Group, LLC, its sub-agents or as otherwise described in the agreements in connection with the Offering).

(n)           The undersigned is not relying on the Company or any of its respective employees, agents or sub-agents with respect to the legal, tax, economic and related considerations of an investment in the Securities, and the undersigned has relied on the advice of, or has consulted with, only his, her or its own Advisors.

(o)           The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Transaction Documents were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its respective management and should not be relied upon.

(p)           No oral or written representations have been made, or oral or written information furnished, to the undersigned or his, her or its Advisors, if any, in connection with the offering of the Securities which are in any way inconsistent with the information contained in the agreements in connection with the Offering.

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(q)           The undersigned’s substantive relationship with Maxim Group LLC or sub-agents through which the undersigned is subscribing for Securities predates Maxim Group LLC’s or such sub-agents’ contact with the undersigned regarding an investment in the Securities.

(r)           (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The subscriber or Plan fiduciary (a) is responsible for the decision to invest in the Company; (b) is independent of the Company and any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the subscriber or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its affiliates or its agents.

4.             Registration Rights

The undersigned shall have registration rights with respect to the Securities issued and held of record by the undersigned and the shares of common stock underlying such Securities, as set forth in greater detail in the Registration Rights Agreement  (the “Registration Rights Agreement”) attached hereto as Exhibit B.

5.             Insider Trading Prohibition; Indemnity

(a)           Until the filing by the Company of a current report on Form 8-K with the SEC describing, among other things, the Offering, the undersigned hereby agrees to (i) refrain from (A) engaging in any transactions with respect to the capital stock of the Company or securities exercisable or convertible into or exchangeable for any shares of capital stock of the Company, and (B) entering into any transaction which would have the same effect, or entering into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the capital stock of the Company and (ii) indemnify and hold harmless the Company, and its respective officers and directors, employees, counsel, agents, sub-agents and affiliates and each other person, if any, who controls any of the foregoing, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any violation of this Section 5 by the undersigned.

(b)           The undersigned agrees to indemnify and hold harmless the Company and its respective officers and directors, employees, agents, counsel, sub-agents and affiliates and each other person, if any, who controls any of the foregoing, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty by the undersigned, or the undersigned’s breach of, or failure to comply with, any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to the Company and its respective officers and directors, employees, agents, counsel, sub-agents and affiliates and each other person, if any, who controls any of the foregoing in connection with the Offering.

6.             Conditions to Acceptance of Subscription

The Company’s right to accept the subscription of the undersigned is conditioned upon satisfaction of the following conditions precedent on or before the date the Company accepts such subscription (any or all of which may be waived by the undersigned in his, her or its sole discretion) - on the date of the Closing, no legal action, suit or proceeding shall be pending which seeks to restrain or prohibit the transactions contemplated by this Agreement.

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7.             Notices to Subscribers

(a)           THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT 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 AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(b)           IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.  THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  THE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS SHOULD BE MADE AWARE THAT THEY ARE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

(c)           THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN ANY PARTICULAR STATE.  THE OFFERING DOCUMENTS MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS.  IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE ADVISED TO CONTACT THE COMPANY FOR A CURRENT LIST OF STATES IN WHICH OFFERS OR SALES MAY BE LAWFULLY MADE.  AN INVESTMENT IN THIS OFFERING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF FINANCIAL RISK.  ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSIDER ALL OF THE RISK FACTORS DESCRIBED HEREIN.

(d)           THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF THE SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25000, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

(e)           FOR FLORIDA RESIDENTS ONLY.  EACH INVESTOR HAS THE RIGHT TO CANCEL AND WITHDRAW HIS SUBSCRIPTION AGREEMENT AND HIS PURCHASE OF INTERESTS UPON WRITTEN NOTICE TO THE COMPANY GIVEN WITHIN THREE BUSINESS DAYS FOLLOWING THE LATER OF THE MAKING OF THE FIRST PAYMENT BY THE INVESTOR FOR THE SECURITIES PURCHASED OR THE COMMUNICATION OF THE AVAILABILITY OF SUCH PRIVILEGE TO THE INVESTOR.  UPON SUCH CANCELLATION OR WITHDRAWAL, THE INVESTOR WILL HAVE NO OBLIGATION OR DUTY TO THE COMPANY OR TO ANY OTHER PERSON, AND WILL BE ENTITLED TO THE FULL RETURN OF ANY AMOUNTS PAID BY HIM OR HER PURSUANT TO HIS OR HER SUBSCRIPTION AGREEMENT.  ANY NOTICE OF CANCELLATION OR WITHDRAWAL SHOULD BE MADE BY CERTIFIED OR REGISTERED MAIL, AND WILL BE EFFECTIVE UPON DEPOSIT IN THE UNITED STATES MAIL, POSTAGE OR OTHER TRANSMITTAL FEES PAID.

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8.             Miscellaneous Provisions

(a)           Confidential Information. The subscriber agrees that no portion of the Confidential Information (as defined below) shall be disclosed to third parties, except as may be required by law, without the prior express written consent of the Company; provided, however, that the subscriber may share such information with such of its officers and professional advisors as may need to know such information to assist the subscriber in its evaluation thereof on the condition that such parties agree to be bound by the terms hereof. “Confidential Information” means the existence and terms of this Agreement, the transactions contemplated hereby, and the disclosures and other information contained herein or in the agreements in connection with the Offering, excluding any disclosures or other information that are publicly available.

(b)           Modification. Neither this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.

(b)           Survival. The undersigned’s representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement and the delivery of the Securities.

(c)           Notices. Any party may send any notice, request, demand, claim or other communication hereunder to the undersigned at the address set forth on the signature page of this Agreement or to the Company at the address set forth above using any means (including personal delivery, expedited courier, messenger service, fax, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties written notice in the manner herein set forth.

(d)           Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the undersigned is more than one person or entity, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by, and be binding upon, each such person or entity and his or its heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them, as to the subject matter hereof.

(e)           Assignability. This Agreement is not transferable or assignable by the undersigned.

(f)           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles.

(g)          Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(h)          Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

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 (i)           Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

[Remainder of page left intentionally blank - signature pages follow]

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ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the ___ day of April 2010.

________________________	=	$_____________________
Number of shares of the 10% Series D Convertible Preferred Stock subscribed hereunder		Aggregate Purchase Price

Manner in which title is to be held (please check one):

1.	___	Individual	7.	___	Trust/Estate/Pension or Profit sharing Plan Date Opened:______________
2.	___	Joint Tenants with Right of Survivorship	8.	___	As a Custodian for ________________________________ Under the Uniform Gift to Minors Act of the State of ________________________________
3.	___	Community Property	9.	___	Married with Separate Property
4.	___	Tenants in Common	10.	___	Keogh
5.	___	Corporation/Partnership/ Limited Liability Company	11.	___	Tenants by the Entirety
6.	___	IRA

IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 10.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 11.

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EXECUTION BY NATURAL PERSONS

_____________________________________________________________________________ Exact Name in Which Title is to be Held
_________________________________  Name (Please Print)		_________________________________  Name of Additional Purchaser
_________________________________  Residence: Number and Street		_________________________________  Address of Additional Purchaser
_________________________________  City, State and Zip Code		_________________________________  City, State and Zip Code
_________________________________  Social Security Number		_________________________________   Social Security Number
_________________________________ Telephone Number		_________________________________ Telephone Number
_________________________________ Fax Number (if available)		________________________________ Fax Number (if available)
_________________________________ E-Mail (if available)		________________________________ E-Mail (if available)
__________________________________  (Signature)		________________________________  (Signature of Additional Purchaser)
ACCEPTED this __ day of April 2010, on behalf of the Company.
	By:  ______________________________         Name:         Title:

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EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

(Corporation, Partnership, LLC, Trust, Etc.)

_____________________________________________________________________________ Name of Entity (Please Print)
Date of Incorporation or Organization: ____________________________________________
State of Principal Office: _______________________________________________________
Federal Taxpayer Identification Number:  ___________________________________________ ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available)
By: _________________________         Name:         Title:
ACCEPTED this ___ day of _________ 2010, on behalf of the Company.
	By: ____________________________        Name:        Title:

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Exhibit A

CONFIDENTIAL INVESTOR QUESTIONNAIRE

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Addendum A

Cytomedix, Inc.

(the “Company”)

Representations and warranties of the Company

in connection with

the Subscription Agreement dated as of April _, 2010

The Company hereby makes the following representations and warranties:

(a)           Organization and Qualification. The Company is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) an adverse effect on the legality, validity or enforceability of any Transaction Documents (as defined below), (ii) a material and adverse effect on the results of operations, assets, prospects, business or financial condition of the Company, or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its obligations under any Offering Documents (any of (i), (ii) or (iii), a “Material Adverse Effect”).

(b)           Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “Transaction Documents”) and otherwise to carry out its obligations hereunder and thereunder and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities (as the term is defined in the Subscription Agreement), have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its Board of Directors in connection herewith and therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification and contribution provisions may be limited under the federal and state securities laws and public policy, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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(c)           No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) do not and will not (i) conflict with or violate any provision of the Certificate of Incorporation, as amended to date, any certificate of designations, preferences and rights of any outstanding series of preferred stock, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other material understanding to which the Company is a party or by which any property or asset of the Company is bound or affected except in the case of each of clauses (i) and (ii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(d)          Capitalization. The Company has an authorized and outstanding capitalization as set forth in the the SEC Reports (as the term is defined below) as of the dates specified therein.

(e)           Litigation. There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, threatened against or affecting the Company that questions the validity of the Transaction Documents or the right of the Company to enter into such agreements and instruments, or to consummate the transactions contemplated hereby or thereby, or that would result, either individually or in the aggregate, in any Material Adverse Effect. The Company is not a party to or, to the Company’s knowledge, named in or subject to any order, writ, injunction, judgment or decree of any court, government agency or instrumentality.

(f)           Offering. Subject to the truth and accuracy of each investor’s representations set forth in the Transaction Documents, the offer, sale and issuance of the Securities as contemplated by the Transaction Documents, are exempt from the registration requirements of the Securities Act, and neither the Company nor any agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

(g)          Tax Returns. The Company has filed all tax returns which are required to be filed by it. To the Company's knowledge, such tax returns are true, correct and complete in all material respects. All taxes owed by the Company, whether or not shown on any tax return, have been timely paid.

(h)          Insurance. The Company is not in default with respect to any insurance policy maintained by it.

(i)           Finders.  Except for Maxim Group LLC, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission from the Company or any of its affiliates in connection with the transactions contemplated in the Offering Documents.

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(j)           SEC Reports. The Company has filed all reports required to be filed by it under the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed and/or subsequently amended or restated, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing or as subsequently amended or restated. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

  (k)           Disclosure. Neither the Transaction Documents nor any written statement or certificate made or delivered by or on behalf of the Company in connection with the Offering (as the term is defined under the Subscription Agreement) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading.

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Exhibit B

REGISTRATION RIGHTS AGREEMENT

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EX-10.4

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this __ day of April _, 2010 by and between Cytomedix, Inc., a Delaware corporation (the “Company”), and the parties set forth on the signature pages and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company is offering to accredited investors in a private placement transaction (the “Offering”) in compliance with Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), up consisting of: (i) the shares of the 10% Series D Convertible Preferred Stock (the ”Preferred Stock”) and (ii) a warrant to purchase shares of Common Stock (a “Warrant”). Each Warrant shall be exercisable for the number of shares of Common Stock set forth in the Warrant at the Exercise Price specified in the Warrant for 5 years after the Closing (the “Warrant Shares”, and together with the shares underlying the Preferred Stock, the “Underlying Securities”) upon the terms and conditions and subject to the provisions hereinafter set forth; and

WHEREAS, each Purchaser, in connection with its intent to purchase Securities in the Offering, has executed and delivered a Subscription Agreement (as hereinafter defined) and a Confidential Investor Questionnaire (the “Investor Questionnaire”) memorializing such Purchaser’s agreement to purchase and the Company’s agreement to sell the number of Securities set forth therein at the Purchase Price, and this Agreement, pursuant to which the Company will provide certain registration rights related to the Underlying Securities on the terms set forth herein (the Subscription Agreement, Investor Questionnaire and this Agreement are collectively referred to as the “Transaction Documents”).

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, the parties mutually agree as follows:

1.    Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings:

“Approved Market” means the NASD Over-The-Counter Bulletin Board, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, Inc. or the NYSE Amex LLC.

“Blackout Period” means, with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, would be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to resume; provided, however, that (a) the Company shall limit its use of Blackout Periods, in the aggregate, to 30 Trading Days in any 12-month period and (b) no Blackout Period may commence sooner than 60 days after the end of a prior Blackout Period.

“Business Day” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized to close.

“Closing Date” means the date of the Closing of the Offering, as determined by the Company and the Purchasers.

“Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Common Stock” means the common stock of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Family Member” means (a) with respect to any individual, such individual's spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.

“Holder” means each Purchaser or any of such Purchaser's respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to the Registrable Securities directly or indirectly from a Purchaser or from any Permitted Assignee.

“Investor Questionnaire” has the meaning set forth in the Recitals of this Agreement.

“Majority Holders” means at any time Holders representing a majority of the Registrable Securities.

“Offering” has the meaning set forth in the Recitals of this Agreement.

“Permitted Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor or (f) a party to this Agreement.

“Purchase Price” means the Purchase Price per Share set forth in the Subscription Agreement.

“Purchased Securities” has the meaning set forth in the Recitals of this Agreement.

The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

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“Registrable Securities” means the Underlying Securities, but excluding (i) any Registrable Securities that have been publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction pursuant to a registration statement filed under the Securities Act or (iii) any Registrable Securities that are at the time subject to an effective registration statement under the Securities Act.

“Registration Default Date” means the date that is 90 days following the Registration Filing Date or 120 days following the Registration Filing Date in the event that the Registration Statement is reviewed by the Commission.

“Registration Default Period” means the period following the Registration Default Date during which any Registration Event occurs and is continuing.

“Registration Event” means the occurrence of any of the following events:

(a)           the Company fails to file with the Commission the Registration Statement on or before the Registration Filing Date;

(b)           the Registration Statement is not declared effective by the Commission on or before the Registration Default Date;

(c)           after the SEC Effective Date, sales cannot be made pursuant to the Registration Statement for any reason (including without limitation by reason of a stop order, or the Company's failure to update the Registration Statement) except as excused pursuant to Section 3(a) hereof; or

(d)           the Common Stock generally or the Registrable Securities specifically are not listed or included for quotation on an Approved Market, or trading of the Common Stock is suspended or halted on the Approved Market, which at the time constitutes the principal market for the Common Stock, for more than two full, consecutive Trading Days; provided, however, a Registration Event shall not be deemed to occur if all or substantially all trading in equity securities (including the Common Stock) is suspended or halted on the Approved Market for any length of time.

“Registration Filing Date” means the date that is 90 days after the Closing.

“Registration Statement” means the registration statement that the Company is required to file pursuant to this Agreement to register the Registrable Securities.

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“SEC Effective Date” means the date the Registration Statement is declared effective by the Commission.

“Securities” has the meaning set forth in the Recitals of this Agreement.

“Subscription Agreement” means each of the subscription agreements dated as of the date hereof by and between the Company and each of the Purchasers setting forth the terms and conditions of the Offering.

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“Trading Day” means any day on which the national securities exchange, the Nasdaq Stock Market, the NYSE Amex LLC, the NASD Over the Counter Bulletin Board or such other securities market or quotation system, which at the time constitutes the principal securities market for the Common Stock, is open for general trading of securities.

“Transaction Documents” has the meaning set forth in the Recitals of this Agreement.

2.           Term.  This Agreement shall continue in full force and effect for a period of two (2) years from the Effective Date, unless terminated sooner hereunder.

3.           Registration.   Not later than the Registration Filing Date, the Company shall file with the Commission a registration statement on Form S-3, or other applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially reasonable best efforts to cause such registration statement to be declared effective prior to the Registration Default Date; provided, however, that the Company shall not be obligated to effect any such registration, qualification, or compliance pursuant to this Section, or keep such registration effective pursuant to the terms hereunder: (i) in any particular jurisdiction in which the Company would be required to qualify to do business as a foreign corporation or as a dealer in securities under the securities or blue sky laws of such jurisdiction or to execute a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already done so or (ii) during any Blackout Period, in which case the Registration Filing Date shall be extended to the date immediately following the last day of such Blackout Period.

Prior to the SEC Effective Date, the Company will not, without the prior written consent of the Majority Holders, file or request the acceleration of any other registration statement filed with the Commission, and during any time subsequent to the SEC Effective Date when the Registration Statement for any reason is not available for use by any Holder for the resale of any Registrable Securities, the Company shall not, without the prior written consent of the Majority Holders, file any other registration statement or any amendment thereto with the Commission under the Securities Act or request the acceleration of the effectiveness of any other registration statement previously filed with the Commission, other than (i) any registration statement on Form S-8 or Form S-4 and (ii) any registration statement or amendment which the Company is required to file or as to which the Company is required to request acceleration pursuant to any obligation in effect on the date of execution and delivery of this Agreement.

If a Registration Event occurs, then the Company will make payments to each Purchaser (a “Qualified Purchaser”), as partial liquidated damages for the minimum amount of damages to the Qualified Purchaser by reason thereof, and not as a penalty, at a rate equal to 1% of the Purchase Price per share of Registrable Securities then held by a Qualified Purchaser monthly, for each calendar month of the Registration Default Period (pro rated for any period less than 30 days), up to a maximum, together with all payments made by the Company to such Purchaser pursuant hereto, of 6% of the total purchase price of the Securities purchased by such Purchaser; provided, however, if a Registration Event occurs (or is continuing) on a date more than six months after the Qualified Purchaser acquired the Registrable Securities (and thus the six month  holding period under Rule 144(d) has elapsed), liquidated damages shall be paid only with respect to that portion of the Qualified Purchaser's Registrable Securities that cannot then be immediately resold in reliance on Rule 144. Each such payment shall be due and payable within ten days after the end of each calendar month of the Registration Default Period until the termination of the Registration Default Period and within ten days after such termination.  Such payments shall constitute the Qualified Purchaser's exclusive remedy for such events. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in the case of clause (b) of the definition of Registration Event, (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement in the case of clause (c) of the definition of Registration Event, (iv) the listing or inclusion and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration Event, and (v) in the case of the events described in clauses (b) and (c) of the definition of Registration Event, the earlier termination of the Registration Default Period. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable (i) in lawful money of the United States or, (ii) at the Company’s sole election, in shares of Common Stock, which such shares shall be issued at the then current market price at the time payment becomes due. Amounts payable as liquidated damages to each Qualified Purchaser hereunder with respect to each share of Registrable Securities shall cease when the Qualified Purchaser no longer holds such shares of Registrable Securities or such shares of Registrable Securities can be immediately sold by the Qualified Purchaser in reliance on Rule 144.

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4.           Registration Procedures.  The Company will keep each Holder reasonably advised as to the filing and effectiveness of the Registration Statement. At its expense with respect to the Registration Statement, the Company will:

(a)          prepare and file with the Commission with respect to the Registrable Securities, a registration statement on Form S-3, or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its commercially reasonable efforts to cause such registration statement to become and remain effective at for a period of two years or for such shorter period ending on the earlier to occur of (i) the sale of all Registrable Securities and (ii) the availability under Rule 144 for the Holder to sell the Registrable Securities (in either case, the “Effectiveness Period”);

(b)          if a registration statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction of the Commission;

(c)          prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective during the Effectiveness Period;

(d)          furnish, without charge, to each Holder of Registrable Securities covered by such registration statement (i) a reasonable number of copies of such registration statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any other prospectus filed under Rule 424 under the Securities Act) as such Holders may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period;

(e)          use its commercially reasonable best efforts to register or qualify such registration under such other applicable securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by such registration statement reasonably requests and as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable registration statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction;

(f)           as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities, the disposition of which requires delivery of a prospectus relating thereto under the Securities Act, of the happening of any event, which comes to the Company's attention, that will after the occurrence of such event cause the prospectus included in such registration statement, if not amended or supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period;

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(g)          comply, and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such registration statement;

(h)          as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the Registration Statement;

(i)           use its best efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted on the Approved Market on which securities of the same class or series issued by the Company are then listed or traded;

(j)           provide a transfer agent and registrar, which may be a single entity, for the shares of Common Stock at all times;

(k)           cooperate with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver, or cause its transfer agent to issue and deliver, certificates representing Registrable Securities to be offered pursuant to the Registration Statement within a reasonable time after the delivery of certificates representing the Registrable Securities to the transfer agent or the Company, as applicable, and enable such certificates to be in such denominations or amounts as the Holders may reasonably request and registered in such names as the Holders may request;

(l)           during the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Exchange Act; and

(m)         take all other reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

5.           Suspension of Offers and Sales.  Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of an Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

6.           Registration Expenses.  The Company shall pay all expenses in connection with any registration obligation provided herein, including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with securities or blue sky laws, and the fees and disbursements of counsel for the Company and of its independent accountants; provided that, in any underwritten registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except as provided in this Section and Section 9 hereof, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder.

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7.           Assignment of Rights.  No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company; provided, however, that a Holder may assign its rights under this Agreement without such consent to a Permitted Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

8.           Information by Holder.  Holders included in any registration shall furnish to the Company such information as the Company may reasonably request in writing regarding such Holders and the distribution proposed by such Holders.

9.            Indemnification.

(a)          In the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who participates as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement prepared and filed by the Company under which shares of Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided that the Company shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement in or omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Holder specifically stating that it is for use in the preparation thereof or (ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder.

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(b)          As a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder agrees to be bound by the terms of this Section 9 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) that arises out of or is based upon an untrue statement in or omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Holder through an instrument duly executed by or on behalf of the Company specifically stating that it is for use in the preparation thereof, and such Holder shall reimburse the Company, and each such director, officer, and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding; provided, however, that such indemnity agreement found in this Section 9 shall in no event exceed the gross proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer by any Holder of such shares.

(c)          Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in this Section (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.  Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.

(d)          In the event that an indemnifying party does or is not permitted to assume the defense of an action pursuant to Section 9(c) hereof or in the case of the expense reimbursement obligation set forth in Sections 9(a) and (b) hereof, the indemnification required by Sections 9(a) and (b) hereof shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills received or expenses, losses, damages, or liabilities are incurred.

(e)          If the indemnification provided for in this Section is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

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(f)           Other Indemnification.  Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

10.          Rule 144.  For a period of at least 24 months following the Closing Date, the Company will use its commercially reasonable best efforts to timely file all reports required to be filed by the Company after the date hereof under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, and if the Company is not required to file reports pursuant to such sections, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell shares of Common Stock under Rule 144.

11.          Independent Nature of Each Purchaser's Obligations and Rights.  The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and each Purchaser shall not be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute such Purchasers as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

12.          Miscellaneous.

(a)          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, both substantive and remedial, excluding that body of law relating to conflict of laws.

(b)          Successors and Assigns.  Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, Permitted Assignees, executors and administrators of the parties hereto. In the event the Company merges with, or is otherwise acquired by, a direct or indirect subsidiary of a publicly traded company, the Company shall condition the merger or acquisition on the assumption by such parent company of the Company's obligations under this Agreement.

(c)           Entire Agreement.  This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.

(d)          Notices, etc. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail, or by courier or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered:

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if to the Company to:

Cytomedix, Inc.

416 Hungerford Drive, Suite 330

Rockville, MD 20850

Attention:  Martin Rosendale, CEO

Telephone No.: 240-499-2680

With a copy to:

Cozen O’Connor

1627 I Street NW, Suite 1100

Washington, DC 20006

Attention: Alec Orudjev, Esq.

Telephone No.: 202-912-4842

if to the Purchasers:

                  To each Purchaser at the address set forth on Exhibit A hereto.

or at such other address as any party shall have furnished to the other parties in writing.

(e)          Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereunder occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

(f)           Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

(g)          Severability.  In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(h)          Amendments.  The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the Majority Holders. The Purchasers acknowledge that by the operation of this Section, the Majority Holders may have the right and power to diminish or eliminate all rights of the Purchasers under this Agreement.

(i)           Limitation on Subsequent Registration Rights.  After the date of this Agreement, the Company shall not, without the prior written consent of the Majority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

[SIGNATURE PAGES FOLLOW]

This Registration Rights Agreement is hereby executed as of the date first above written.

10

CYTOMEDIX, INC.

By:

Name:  Martin Rosendale

Title:  Chief Executive Officer

11

This Registration Rights Agreement is hereby executed as of the date first above written.

PURCHASER:
(PRINT NAME)
By:
	Name:
	Its:

12

Exhibit A

Purchasers

Purchaser Name Purchaser Address Number of Securities

13

EX-10.5

Execution Copy

SECURED PROMISSORY NOTE

$5,000,000.00 April__, 2010

FOR VALUE RECEIVED, Cytomedix Acquisition Company, LLC, a Delaware limited liability company (“Buyer”), and Cytomedix, Inc., a Delaware corporation (“Parent”, and together with Buyer, “Obligors”), hereby jointly and severally promise to pay to the order of Sorin Group USA, Inc. a Delaware corporation (“Seller”), without setoff or counterclaim (except to the extent explicitly permitted pursuant to Section 8.8 of the Asset Purchase Agreement), at the principal office of Seller in Arvada, Colorado, or such place as the holder of this Note may from time to time designate, the principal sum of Five Million Dollars ($5,000,000), payable as follows: (i) installments of $800,000 (Eight Hundred Thousand Dollars) each on the six and twelve month anniversaries hereof, (ii) installments of $1,200,000 (One Million Two Hundred Thousand Dollars) each on the eighteen and twenty-four month anniversaries hereof, and (iii) an installment of $1,000,000 on the thirtieth month anniversary hereof (the “Maturity Date”).  All amounts payable on this Note shall be payable in lawful money of the United States of America.  Each Obligor further covenants and agrees as follows:

1.           Reference to Other Documents.  This Note is issued pursuant to Section 2.4 of the Asset Purchase Agreement.

2.           Certain Definitions.  As used in this Note, the following terms shall have the following meanings:

“Asset Purchase Agreement” shall mean that certain Asset Purchase Agreement, dated as of April __, 2010 by and among Seller, Buyer and Parent.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York, New York or Milan, Italy are required or authorized to close.

“Note” shall mean this Secured Promissory Note.

Terms used and not otherwise defined in this Note and defined in the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Code”) shall have the meanings set forth in the Code.

3.           Interest.  The unpaid principal balance of this Note shall bear interest, payable in arrears at the time of each scheduled payment of principal hereunder, computed at the rate of 2.7% per annum.  All principal, interest and other amounts unpaid after an Event of Default shall bear interest, payable on demand, computed at a rate equal to 4% per annum plus the rate otherwise payable hereunder. Interest shall be calculated for the actual number of days elapsed, using a daily rate determined by dividing the annual rate by 360.

4.           Prepayment.  This Note may be prepaid by Obligors, in whole or in part, at any time and from time to time, without premium or penalty.  All prepayments shall be applied against scheduled payments of principal due hereunder in the inverse order of their maturity.

5.           Security Interest.  To secure payment of its obligations under this Note, Buyer grants to Seller a security interest in all of the property described below in which Buyer has or acquires an interest, wherever located, whether now owned or hereafter arising or acquired (collectively, the “Collateral”):  (a) all equipment, fixtures, and inventory, including all spare and repair parts, special tools, equipment and replacements for any of the foregoing, and any software embedded therein or related thereto; (b) all accounts, contract rights, documents, chattel paper (including electronic chattel paper), instruments, and general intangibles, and all returned or repossessed goods the sale of which gave rise to any of the foregoing; (c) all financial assets, investment property, securities, security entitlements, securities accounts, commodity contracts, and commodity accounts, including all substitutions and additions thereto, and all dividends, distributions and sums distributable or payable from, upon or in respect of such property; (d) all commercial tort claims; (e) all deposit accounts and all cash balances from time to time credited to such accounts;  (f) all letter-of-credit rights; (g) all supporting obligations that support the payment or performance of any of the foregoing; and (h) all additions and accessions to, all proceeds, products, offspring and profits of, and all rights and privileges incident to, any of the foregoing..

In order to induce Seller to accept this Note from Obligors, Buyer warrants that while any amount under this Note remains unpaid:  (a) Buyer is the owner of the Collateral free of all encumbrances and security interests except the security interests of Seller and other security interests Seller may permit in writing from time to time; (b) Seller has a valid and perfected security interest in the Collateral; (c) the execution and delivery of this Note will not violate or constitute a breach of any agreement or restriction to which Buyer is a party or is subject; (d) the name appearing below the signature of Buyer is Buyer’s correct and exact name; (e) Buyer does not use any other names; (f) the address appearing below Buyer’s name is Buyer’s principal business address (and Buyer shall advise Seller in writing at least thirty (30) days before any change of name or principal business address).

Buyer shall:  (a) keep the Collateral free from all liens, encumbrances and security interests (other than the security interests of Seller and other security interests Seller may permit in writing from time to time); (b) defend it against all claims and legal proceedings by persons other than Seller; (c) pay and discharge when due all taxes, license fees, levies and other charges upon it; (d) and not sell, lease, license or otherwise dispose of it except in the ordinary course of business prior to the occurrence of an Event of Default.  Loss of or damage to the Collateral shall not release Buyer from any of the obligations under this Note.  Buyer shall pay all expenses and, upon request, execute and deliver any further documents and take any further actions reasonably deemed advisable by Seller to preserve the Collateral or to establish, determine priority of, perfect, continue perfected, terminate and/or enforce Seller’s interest in it or rights under this Note.  Buyer shall pay and discharge all lawful taxes, assessments and governmental charges upon Buyer or against its properties prior to the date on which penalties attach, unless and to the extent only that such taxes, assessments and charges are contested in good faith and by appropriate proceedings by Buyer.

2

Seller has no duty to protect, insure, collect or realize upon the Collateral or preserve rights in it against prior parties.  Buyer authorizes Seller to prepare and file financing statements describing the Collateral in such jurisdictions as Seller deems appropriate. No delay on the part of Seller in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein specified are cumulative and not exclusive of any rights or remedies which Seller would otherwise have.

6.           Setoff.  Each Obligor grants Seller a security interest and lien in any and all monies, balances and accounts now or hereafter owed Seller by such Obligor and agrees that Seller may, and Seller reserves the right to, charge and set off against any such monies, balances and accounts any amounts owing on the Note, whether due or not.  This right of set off may be exercised notwithstanding the subordination provisions below.

7.           Rights of Holder.  Without affecting the liability of either Obligor, the holder of this Note may, from time to time and without notice, renew or extend the time for payment, accept partial payments, release or impair any collateral security for payment of this Note, or agree not to sue any party liable on it.

8.           Default.  If any one or more of the following conditions or events (each an “Event of Default”) shall occur:

a.           Default in Payment of Note:  If Obligors shall default in the payment of any principal, interest or other amount due under the terms of this Note; or

b.           Default in Compliance with Note Terms:  If Obligors shall default in the performance of or compliance with any term (other than payment of any principal or interest hereon) contained in this Note and such default shall not have been remedied within ten (10) Business Days after the occurrence thereof; or

c.           Breach of Representation or Warranty:  If any representation or warranty made by Obligors in this Note proves to be incorrect in any material respect or is breached in any material respect; or

d.           Other Agreements:  If any representation or warranty set forth in Article IV of the Purchase Agreement shall cease to be true at any time while any principal or interest on this Note remains outstanding (notwithstanding that such representations and warranties are made as of execution of the Asset Purchase Agreement and Closing thereunder, for purposes of this Note such representations and warranties shall be deemed to be continually remade); or

e.           Bankruptcy; Insolvency; Involuntary or Voluntary Liquidation or Dissolution:  If either Obligor (1) shall make an assignment for the benefit of creditors, or (2) shall admit in writing its inability to pay a major part of its debts as they become due, or (3) shall become the subject of any insolvency, bankruptcy, receivership, or dissolution proceeding and, if such proceeding is instituted against such Obligor, shall have been consented to or acquiesced in by such Obligor, or shall remain un-dismissed for 60 days, or an order for relief shall have been entered against such Obligor (any event under this clause (e) being a (“Bankruptcy Default”));

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Then Seller may at any time, (x) at the option of Seller, by written notice given to either Obligor, declare this Note to be, and this Note shall thereupon become, due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and Obligors forthwith will pay to Seller (i) the whole of the principal balance of this Note (then outstanding), (ii) all interest owed, (iii) all other sums, as provided in this Note and (iv) all costs incurred by Seller in connection with this Note or any renewal, extension, or change of or substitution for this Note or any part thereof, whether made or incurred at the request of Obligors and including all costs of enforcement, including reasonable attorneys’ fees and (y) exercise any and all rights of a secured party upon default under the Code.  Notwithstanding the foregoing, in the event of a Bankruptcy Default all sums referred to in (i) through (iv) above shall automatically mature and become immediately payable by Obligors.  Seller’s receipt of any payment after the occurrence of an Event of Default shall not constitute a waiver of such default or any of the Seller’s rights and remedies.

9.           Guaranteed.  The obligations of each Obligor hereunder are secured, in part, by that certain Limited Guarantee Agreement dated the date hereof given by Charles Sheedy, David Jorden, George McDaniel, Mike McDaniel, William Miller and John Paul DeJoria in favor of Seller.

10.         Waiver.  The obligations of each Obligor hereunder shall be joint and several, and  the liability of each Obligor shall be absolute and unconditional, regardless of the liability of the other Obligor; and each Obligor acknowledges that Seller has not made any representations or warranties regarding the financial condition of any other Obligor or the value of any collateral.  Each Obligor and any indorsers, sureties or guarantors waive presentment, demand, notice of dishonor and protest, and agree to pay all costs of collection, before and after judgment, including reasonable attorneys’ fees and legal expenses.

11.         Governing Law.  This Note is governed by the internal laws of the State of Delaware, except to the extent superseded by federal law.

4

This Note was executed as of the date first written above.

CYTOMEDIX ACQUISITION COMPANY, LLC
By:
	Martin Rosendale, President
CYTOMEDIX, INC.
By:
	Martin Rosendale, CEO
OBLIGORS’ ADDRESS:
c/o Cytomedix, Inc.
416 Hungerford Drive, Suite 300
Rockville, MD 20850
Attention:  Martin Rosendale, Chief Executive Officer
Fax: 240.499.2690

EX-23.1

  

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation in this Form 8-K of our report dated April 9, 2010 with respect to the audited combined Statements of Net Assets Acquired and Liabilities Assumed of the Angel Business of Sorin Group USA, Inc.  as of December 31, 2009 and 2008, and the related combined Statements of Revenues and Direct Expenses for the years then ended.

/s/ MaloneBailey, LLP

MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

April 9, 2010

  

EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Sorin Group USA, Inc.

Delaware, USA

We have audited the accompanying combined Statements of Net Assets Acquired and Liabilities Assumed of the Angel Business of Sorin Group USA, Inc. (“Business”) as of December 31, 2009 and 2008, and the related combined Statements of Revenues and Direct Expenses (“Financial Statements”) for the years then ended. These Financial Statements are the responsibility of the Business’ management. Our responsibility is to express an opinion on these combined Financial Statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. The Business is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Business’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying combined Financial Statements were prepared to present the net assets acquired and liabilities assumed and revenues and direct expenses of the Business, as described in Note 2, for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion on the Form 8-K of Cytomedix, Inc.), and are not intended to be a complete presentation of the Business’ financial position or results of operations, or cash flows.

In our opinion, the Financial Statements referred to above present fairly, in all material respects, the combined Statements of Net Assets Acquired and Liabilities Assumed of the Business, as described in Note 2, as of December 31, 2009 and 2008, and the combined Statements of Revenues and Direct Expenses for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

April 9, 2010

Angel Business of Sorin Group USA, Inc.

Combined Statements of Net Assets and Liabilities Assumed

As of December 31, 2009 and 2008

(in Thousands)

	2009			2008
Inventory	$	1,183		$	1,052
Fixed Assets
Machinery & Equipment		288			258
Equipment Placed at Customer Locations		1,250			1,025
Accumulated Depreciation		(781	)		(572	)
Fixed Assets - Net		757			711
Assets Acquired	$	1,940		$	1,763
Liabilities Assumed	$	-		$	-
Net Assets Acquired	$	1,940		$	1,763

See accompanying notes to these combined financial statements

Angel Business of Sorin Group USA, Inc.

Combined Statements of Revenue and Direct Expenses

Years Ended Decembe 31, 2009 and 2008

(in Thousands)

	2009		2008
Revenue	$	4,932	$	4,646
Cost of Revenue		1,763		2,021
Net Revenue		3,169		2,625
Direct Expenses		277		281
Allocated Costs		1,151		1,235
Net revenue less direct expenses and allocated costs	$	1,741	$	1,109

See accompanying notes to these combined financial statements

Angel Business of Sorin Group USA, Inc.

Notes to Combined Statements

of Net Assets Acquired and Liabilities Assumed and

 Combined Statements of Revenue and

 Direct Expenses

Years Ended December 31, 2009 and 2008

1. Description

On April _ 2010, Cytomedix Inc. (“Cytomedix”) and its wholly owned subsidiary, Cytomedix Acquisition Company (“CAC”) a corporation organized in Delaware, USA entered into a Purchase Agreement (the “Purchase Agreement”) with Sorin Group USA, Inc. a Delaware corporation (“Sorin”) pursuant to which CAC acquired assets of the Angel business (the “Product Line” or “Business”).

The consideration payable to Sorin Group USA Inc at April 9, 2010 (the “Closing Date”) consisted of Seven Million Dollars ($7,000,000) payable as follows: Two Million Dollars ($2,000,000) on Closing Date and Five Million Dollars ($5,000,000) in the form of a promissory note.

The Angel System is a device that utilizes validated blood separation technology to separate platelets and plasma from other components of a patient’s blood. The device provides the necessary flexibility and sophistication for more complex clinical situations. The ActivAT technology facilitates the preparation of autologous human thrombin and currently is sold in Europe and Canada.

Under the terms of the Purchase Agreement, CAC acquired all equipment, fixtures, inventory, and tooling owned by Sorin or by affiliates of Sorin used for the conduct of the Product Line, as well as all intellectual property relating exclusively to the Produce Line.  Contracts exclusively related to the Product Line have been assumed by CAC.  CAC did not acquire any assets relating to other product lines of Sorin Group.  CAC did not assume any liabilities from Sorin except for liabilities related to the sold assets, but only to the extent such asset related liabilities arise from any event, circumstance or condition occurring after the closing of the transaction.

2. Basis of Presentation

The combined statements of net assets acquired and liabilities assumed and the combined statements of revenues and direct expenses have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).  In the opinion of management, the accompanying financial statements contain all adjustments necessary to fairly present the net assets acquired, liabilities assumed, revenues and direct expenses related to the Product Line.  The combined financial statements were prepared to comply with Rule 8-04 of Regulation S-X of the Securities and Exchange Commission.

Preparation of a full set of financial statements of the Product Line is impractical as the Product Line was an integrated part of Sorin's business and was not operated as a stand-alone entity.   Sorin has not maintained distinct and separate accounts for the Product Line necessary to prepare full financial statements of the Product Line nor have audited financial statements of the Product Line ever been prepared.  Statements of cash flows from operating, investing and financing activities and a statement of changes in equity have been omitted as such information is not available for the Product Line.  The financial statements are not intended to be indicative of the financial condition or results of operations going forward due to changes in the business.  Future results of operations and financial position could differ materially from the historical amounts presented herein.

The combined statements of net assets acquired and liabilities assumed include only the specific assets and liabilities related to the Product Line that has been sold to Cytomedix.  As the Product Line was an integrated part of Sorin business without distinct and separate accounts, goodwill from business combinations have previously not been allocated to the Product Line.  Accordingly, Goodwill has been excluded from the statements of net assets acquired and liabilities assumed.

The combined statements of revenues and direct expenses include the net revenues and expenses directly attributable to the development, sale and distribution of the products comprising the Product Line.  Revenues include invoiced value of goods sold, services and equipment rental provided less sales tax and certain sales-related expenses.  Direct expenses include material costs, salaries and wages, fringe benefits, depreciation and amortization, rent and other expenses.  Costs of sales are primarily derived from the sales of the products comprising the Product Line and depreciation expense related to rental equipment.  Additional operating expenses such as overhead costs from sales and marketing, administration expenses as well as other operating expenses are primarily allocated via the use of various allocation keys.  The combined statements of revenues and direct expenses do not include corporate overhead, interest, income taxes or any other indirect expenses not noted above.  Sorin management believes that the allocations are reasonable; however, these allocated operating expenses are not necessarily indicative of the costs that would be incurred on a stand-alone basis due to economies of scale, differences in management judgment, a requirement for more or fewer employees, or other factors.

3. Summary of Significant Accounting Policies

Significant accounting estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates that affect the amounts reported in the Product Line Financial Statements and accompanying notes.  Actual results could differ from these estimates, as discussed in Note 2.

Sorin has conducted its subsequent events review through April 7, 2010 and no events were found which would impact the combined financial statements...

Principles of combination

The accompanying financial statements reflect the combined accounts of the Product Line.  All significant intercompany accounts and transactions have been eliminated

Revenue Recognition

Sorin recognizes product revenues when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured. Sorin also leases various types of equipment. The majority of the leases are for one to three years and these are accounted for as operating leases. Operating lease revenue is recognized ratably over the term of the lease. Sorin does not enter into leases with embedded maintenance obligations. The standard lease provides that that Sorin is responsible for maintenance and repairs to the equipment, including normal wear and tear. Sorin provides technical advice to its customers without additional compensation as part of its customer service practices.  Provisions for returns and other adjustments are recorded as a reduction of gross sales in the period in which the related sales are recorded.

Cost of Revenue

Cost of revenue include direct costs to manufacture inventory and includes an allocation of the Business’s variable and fixed overhead based on manufacturing costs.  In addition, certain costs including manufacturing management, freight and distribution are allocated on a historical relationship between sales of the Product Line and sales of other Sorin products.  Management believes these allocations are reasonable.

Depreciation expense related to the rental equipment is also included in the cost of revenue for the years ended December 31, 2009 and 2008 were $316,000 and $293,000, respectively.

Direct Expenses and Allocated Costs

An allocation of indirect selling, general and administrative expenses has been made using a historical relationship between sales of the Product Line and sales of other Sorin products. Management believes these allocations are reasonable.

Foreign currency translation

The functional currency of the Product Line assets located in the United States is the US Dollar.  For the Product Line assets located outside the US, the functional currency is the local currency.  Transactions in foreign currencies are recorded in the functional currency.  Financial assets and liabilities in foreign currencies are valued in the functional currency at the exchange rates of the balance sheet date.  Transaction differences are recognized in the statements of direct revenues and direct operating expenses.

The reporting currency of the Financial Statements is the US Dollar.  Assets and liabilities of the Product Line which are denominated in foreign currencies are translated to the US Dollar using the exchange rate as of the balance sheet date.  For translation of the statements of revenues and direct expenses the average exchange rates for the year are used.  For the purpose of reporting the net assets acquired and liabilities assumed, the foreign exchange impact was determined to be immaterial. Thus, it was excluded from the combined statements of revenues and direct expenses.

Inventory

Inventory is stated at the lower of cost or market. Cost is computed using the average cost method on a currently adjusted standard basis (which approximates actual cost) and market is based upon estimated net realizable value.  The valuation of inventory at the lower of cost or market requires the use of estimates as to the amount of current inventory that will be sold and the estimated average selling price.  These estimates are dependent on an assessment of current and expected orders from customers.  An excess and obsolescence provision is created for slow moving and obsolete inventory to reflect its expected net realizable value.  There was no provision as of December 31, 2009 and 2008.

Fixed assets

Fixed assets (property, plant and equipment) are valued at their historical acquisition cost, less accumulated depreciation based on stand-alone Product Line level.  Depreciation is calculated on a straight-line basis over the expected useful lives.  Expected useful lives range from 5 to 10 year for machinery and equipment and 2 to 5 years for equipment placed at customer locations.  Total depreciation expenses were $350,000 and $296,000, for 2009 and 2008, respectively.

4. Inventory

Inventory consists of raw material, disposables and equipment. Inventory balances at December 31, 2009 and 2008 were as follows in thousands.

	2009		2008
Raw materials	$	727	$	484
Disposables		308		218
Equipment		148		350
Inventory	$	1,183	$	1,052

EX-99.2

Cytomedix Acquires Angel Whole Blood Separation System and activAT Autologous Thrombin Processing Kit from Sorin Group for $7 Million

Synergistic Products Expand Customer Base, Bring $5 Million in Annual Sales

Conference Call Begins April 13th at 10:00 a.m. Eastern Time

ROCKVILLE, Md. (April 12, 2010) – Cytomedix, Inc. (NYSE Amex: GTF) (the “Company”), a leading developer of biologically active regenerative therapies for wound care, inflammation and angiogenesis, today announced the closing of an agreement with Sorin Group (Milan: SORN) (“Sorin”), a global leader in the treatment of cardiovascular diseases, to acquire the Angel® Whole Blood Separation System (“Angel”) and activAT® Autologous Thrombin Processing Kit (“activAT”) for $7 million in cash, to be paid in installments over the next two and one-half years.  Together these products had sales of approximately $5 million in 2009, of which over 90% were from high-margin, single-use disposable products.

The Company also announced that it has raised gross proceeds of $3.65 million in a private placement of securities with both new and existing stockholders. Under the terms of the private placement, Cytomedix issued 3,650 shares of a $1,000 stated value preferred stock that is convertible into the Company’s common stock at $0.44 per share and carries a 10% annual dividend to be paid quarterly in cash or common stock at the Company’s option. In addition, the Company issued 4,128,631 warrants to purchase its common stock, exercisable at $0.54 per share. The warrants are exercisable immediately and expire on April 9, 2015.  The proceeds from this private placement are being used to fund the Sorin asset purchase and for general corporate and working capital purposes.

“This highly accretive transaction with Sorin is transformational for Cytomedix, and reflects our strategic commitment to build a growing franchise of biologically active regenerative therapies,” said Martin Rosendale, Chief Executive Officer of Cytomedix. “Angel and activAT are excellent additions to our PRP portfolio and have a business model that mirrors our own.  We know this technology well, and these products will provide us with immediate access to surgical markets with proven products whose prospects, we believe, will be significantly enhanced by Cytomedix’s focused clinical and scientific marketing approach.”

“In addition to providing us with an established revenue stream, we believe these products will be complementary to the AutoloGel™ System, our FDA-cleared device for the production of PRP gel derived from the patient's own blood that is used for the management of a variety of exuding wounds.  This acquisition is also synergistic with our planned efforts to expand our presence in the orthopedic surgery market and has the potential to enhance our efforts to secure U.S. reimbursement for the AutoloGel system,” continued Mr. Rosendale.  “We are delighted now to have best-in-class products for the surgical suite, and a best-in-class product for wound healing.”

1

Used primarily in operating rooms, the Angel Whole Blood Separation System consists of a blood processing device and disposable products used for separation of whole blood into red cells, platelet poor plasma and platelet rich plasma (“PRP”).  The Angel System processes a determined volume of anticoagulated whole blood from a patient and separates it so that these autologous components are then available for clinical use.  The Angel System received market clearance from the U.S. Food and Drug Administration (“FDA”) in August 2005.  Sales of the Angel device and disposables for 2009 were approximately $4.8 million (over 90% in the U.S.), representing an increase of approximately 7% over 2008 sales.  The activAT Autologous Thrombin Processing Kit is designed to produce autologous thrombin serum from platelet poor plasma.  The activAT kit is sold exclusively in Europe and Canada, where it provides a completely autologous, safe alternative to bovine-derived products.  Sales of this product were approximately $0.2 million in 2009.

Michel Darnaud, President, Cardiopulmonary Business Unit and Intercontinental, Sorin Group, stated, "We are pleased to enter into an agreement to sell these non-core assets to Cytomedix, and we count on Cytomedix to maintain the same high level of customer service, support and product excellence that our customers have come to expect from Sorin.”

Under the asset purchase agreement, Cytomedix, will acquire, among other things, all rights to the Angel and activAT products, including related trademarks, patents, intellectual property, product inventory and other related assets. In addition, Sorin will provide certain support and services to facilitate the transition contemplated under the agreements with Cytomedix. Cytomedix expects to add additional personnel to its sales infrastructure in the coming year.  Cytomedix’s current eight-person sales team will provide sales and marketing support for the Angel and activAT products, while maintaining focus on the AutoloGel System.

Maxim Group LLC served as financial advisor to Cytomedix on this transaction.

All securities described in this news release were sold to “accredited investors” as defined under federal securities laws in reliance upon an exemption from registration. All conversions of the convertible preferred stock and exercises of the warrants sold in this private placement in excess of 19.99% of the currently outstanding number of common shares are subject to shareholder approval in compliance with the NYSE Amex requirements.  For a complete description of the foregoing offering and terms of the underlying securities, please refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2010.

2

Conference Call

Cytomedix will hold a conference call to discuss this announcement beginning at 10:00 a.m. Eastern time on April 13, 2010.  Shareholders and other interested parties may participate in the call by dialing 866-713-8564 (domestic) or 617-597-5312(international) and entering passcode 49760117.  The call will also be broadcast live on the Internet at www.streetevents.com,www.fulldisclosure.comand www.cytomedix.com.

A replay of the conference call will be accessible two hours after its completion through 11:59 p.m. Eastern time on April 19, 2010 by dialing 888-286-8010 (domestic) or 617-801-6888 (international) and entering passcode 71511299. The call also will be archived for 90 days at www.streetevents.com, www.fulldisclosure.com and www.cytomedix.com.

About Sorin Group

Sorin Group (www.sorin.com) is a global, medical device company and a leader in the treatment of cardiovascular diseases. The Company develops, manufactures and markets medical technologies for cardiac surgery and for the treatment of cardiac rhythm disorders. With 3,500 employees worldwide, the Group focuses on three major therapeutic areas that include: cardiopulmonary bypass (extracorporeal circulation and autotransfusion systems), cardiac rhythm management, and heart valve repair and replacement. Every year, over 1 million patients are treated with Sorin Group devices in more than 80 countries.

About Cytomedix

Cytomedix is a biotechnology company that develops, sells, and licenses regenerative biological therapies, to primarily address the areas of wound care, inflammation, and angiogenesis. The Company currently markets the AutoloGel™System, a device for the production of platelet rich plasma (“PRP”) gel derived from the patient’s own blood. The AutoloGel™System is cleared by the Food and Drug Administration (“FDA”) for use on a variety of exuding wounds. The Company is currently pursuing a multi-faceted strategy to penetrate the chronic wound market with its AutoloGel™System. We are also pursuing opportunities for the application of AutoloGel™and PRP technology into other markets such as hair transplantation and orthopedics, as well as actively seeking complementary products for the wound care market. The Company also seeks to monetize other product candidates in its pipeline through strategic partnerships, out-licensing, or sale. Most notably is its anti-inflammatory peptide (designated “CT-112”) that has shown promise in pre-clinical testing.Additional information regarding Cytomedix is available at www.cytomedix.com.

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Safe Harbor Statement

Statements contained in this communication not relating to historical facts are forward-looking statements that are intended to fall within the safe harbor rule for such statements under the Private Securities Litigation Reform Act of 1995. The information contained in the forward-looking statements is inherently uncertain, and Cytomedix’s actual results may differ materially due to a number of factors, many of which are beyond Cytomedix’s ability to predict or control, including among others, viability and effectiveness of the Company’s sales approach and overall marketing strategies, the outcome of development or regulatory review of CT-112, commercial success or acceptance by the medical community, competitive responses, the Company's ability to raise additional capital and to continue as a going concern, its ability to successfully commercialize its product in Japan under the terms of the license agreement, and Cytomedix's ability to execute on its strategy to market the AutoloGel™ System as contemplated, the Company’s ability to successfully integrate this acquisition, to assume and satisfy certain liabilities related to the acquired business, or its ability to service the deferred payments on the acquisition. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual events to differ from the forward-looking statements. More information about some of these risks and uncertainties may be found in the reports filed with the Securities and Exchange Commission by Cytomedix, Inc. Cytomedix operates in a highly competitive and rapidly changing business and regulatory environment, thus new or unforeseen risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. Except as is expressly required by the federal securities laws, Cytomedix undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

Contacts:

Cytomedix, Inc.	Lippert/Heilshorn & Associates
David Jorden, Executive Board Member	Anne Marie Fields
Martin Rosendale, CEO	(afields@lhai.com)
(240) 499-2680	(212) 838-3777
	Bruce Voss
	(bvoss@lhai.com)
	(310) 691-7100

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