0001144204-06-018026 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 2nd, 2006 • Cytomedix Inc • Services-commercial physical & biological research • Maryland

This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of April 12, 2006, by and among CYTOMEDIX, INC., a Delaware corporation, (“Company”), and each of the undersigned holder of Class D Warrants, together with any assignee or transferee of all of their respective registration rights hereunder (“Warrantholders”).

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CLASS D WARRANT TO PURCHASE SHARES OF COMMON STOCK OF CYTOMEDIX, INC. Expires April 12, 2011
Warrant Agreement • May 2nd, 2006 • Cytomedix Inc • Services-commercial physical & biological research • Maryland

THIS IS TO CERTIFY THAT, for value received, ______________________, or its assigns, (“Holder”), is entitled to purchase from Cytomedix, Inc., a Delaware corporation (“Company”), ______________________ (__________________) shares of the Company’s common stock, par value $.0001 per share (“Common Stock”), on the terms and conditions hereinafter set forth.

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