Support Agreement and Irrevocable Proxy This Support Agreement and Irrevocable Proxy (this " Agreement ") is entered into as of

Agreement and Irrevocable Proxy

Agreement and Irrevocable Proxy (this "Agreement") is entered into as of March

16, 2017, by and between HITACHI CHEMICAL CO. AMERICA, LTD., a New York corporation ("Purchaser"), and

the undersigned stockholder ("Stockholder") of CALADRIUS BIOSCIENCES, INC., a Delaware corporation (the "Company").

Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below).

If the terms of this Agreement conflict in any way with the provisions of the Purchase Agreement, then the provisions of the Purchase

Agreement shall control.

the execution and delivery of this Agreement by Stockholder is a material inducement to the willingness of Purchaser to enter into

that certain Interest Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), by and among

Purchaser, the Company and PCT, LLC, A CALADRIUS COMPANY ("PCT"), pursuant to which Company has agreed to sell,

and Purchaser has agreed to purchase, the CLBS Units, resulting in Purchaser owning all of the Equity Interests in PCT, such that

PCT will be wholly-owned by Purchaser following the closing of the transactions contemplated by the Transaction Agreements.

as of the date hereof, each Stockholder is the holder of the number of shares of Caladrius Common Stock and Caladrius Series B

Preferred Stock set on the signature page hereto.

Stockholder understands and acknowledges that Purchaser is entitled to rely on (i) the truth and accuracy of Stockholder's

representations contained herein and (ii) Stockholder's performance of the obligations set forth herein.

Therefore, in consideration of the promises and the covenants and agreements set forth in the Purchase Agreement and in

this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties

hereto hereby agree as follows:

to the Expiration Time, at every meeting of the stockholders of the Company called with respect to any of the following matters,

and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the stockholders

of the Company with respect to any of the following matters, Stockholder shall irrevocably and unconditionally vote, to the extent

not voted by the person(s) appointed under the Proxy (as defined in Section 2 below), the Shares (as defined below) (i)

against any Alternative Transaction and any other matter that could reasonably be expected to impede, interfere with, delay, postpone

or adversely affect the transactions contemplated by the Transaction Agreements and (ii) in favor of adoption of the Purchase Agreement

and the sale of the CLBS Units to Purchaser. Any shares of capital stock or other securities of the Company that Stockholder purchases

or with respect to which Stockholder otherwise acquires beneficial

ownership (as defined

in Rule 13d-3 under the Exchange Act) after the date of this Agreement and prior to the Expiration Time, including by reason of

any stock split, stock dividend, reclassification, recapitalization or other similar transaction or pursuant to the exercise of

options or warrants to purchase Shares shall be subject to the terms and conditions of this Agreement to the same extent as if

they constituted Shares. As used herein, the term "Expiration Time" shall mean the earlier of (i) the Closing,

(ii) the date and time of the valid termination of the Purchase Agreement in accordance with its terms, and (iii) such date and

time designated by Purchaser in a written notice to Stockholder.

the foregoing, nothing in this Agreement shall limit or restrict Stockholder from (i) acting in Stockholder's capacity as

a director of the Company, including in the exercise of such Stockholder's fiduciary duties with respect to any Alternative

Transaction in compliance with the terms of the Purchase Agreement, or (ii) voting in Stockholder's sole discretion on any

matter other than matters referred to in Section 1(a) hereof, to the extent applicable, it being understood that this Agreement

shall apply to Stockholder solely in Stockholder's capacity as a stockholder of the Company.

Proxy. Concurrently with the execution and delivery of this Agreement, Stockholder shall deliver to Purchaser

a duly executed proxy in the form attached hereto as Exhibit A (the "Proxy"), which proxy is coupled

with an interest sufficient in law to support an irrevocable proxy, and, until the Expiration Time, shall be irrevocable to the

fullest extent permitted by law, with respect to each and every meeting of stockholders of the Company or action or approval by

written resolution or consent of stockholders of the Company during the term of this Agreement with respect to the matters contemplated

by Section 1 hereof covering the total number of Shares in respect of which Stockholder is entitled to vote at any such

meeting or in connection with any such written consent. Upon the execution of this Agreement by Stockholder, (i) Stockholder

hereby irrevocably and unconditionally revokes any and all prior proxies (other than the Proxy) given by Stockholder with respect

to the subject matter contemplated by Section 1 hereof, and (ii) Stockholder covenants and agrees not to grant any

subsequent proxies with respect to such subject matter, or enter into any agreement or understanding with any person to vote or

give instructions with respect to the Shares in any manner inconsistent with the terms of Section 1 hereof, until after

the Expiration Time.

Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Purchaser

is the beneficial or record owner of, or exercises voting power over, that number of shares of capital stock of the Company set

forth on the signature page hereto (all such shares owned beneficially or of record by Stockholder, or over which Stockholder exercises

voting power, on the date hereof, collectively, the "Shares"). The Shares constitute Stockholder's entire

interest in the outstanding shares of capital stock of the Company and Stockholder is not the beneficial or record holder of, and

does not exercise voting power over, any other outstanding shares of capital stock of the Company. No person not a signatory to

this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership

or a limited liability company, the rights and interest of persons and entities that own partnership interests or units in Stockholder

under the partnership agreement or operating agreement governing Stockholder and applicable partnership law or

limited liability company

law, or if the Stockholder is a married individual and resides in a state with community property laws, the community property

interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times

up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal,

co-sale rights, agreements, limitations on Stockholder's voting rights, charges and other encumbrances of any nature that

would adversely affect the transactions contemplated by the Transaction Agreements or the exercise or fulfillment of the rights

and obligations of Stockholder under this Agreement or of the parties to this Agreement. Stockholder's principal residence

or place of business is set forth on the signature page hereto.

is the legal and beneficial owner of the number of options, restricted stock units, warrants and other rights to acquire, directly

or indirectly, shares of capital stock of the Company set forth on the signature page hereto (collectively, the "Company

Options and Other Rights"). The Company Options and Other Rights are and will be at all times up until the Expiration

Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements,

limitations on Stockholder's voting rights, charges and other encumbrances of any nature that would adversely affect the

transactions contemplated by the Transaction Agreements or the exercise or fulfillment of the rights and obligations of the Company

under the Purchase Agreement or of the parties to this Agreement.

Stockholder is a corporation, limited partnership or limited liability company, Stockholder is an entity duly organized, validly

existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted.

has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

The execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated

hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar

governing body, as applicable), and no other actions or proceedings on the part of the Stockholder are necessary to authorize the

execution and delivery by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated

hereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery

of this Agreement by Purchaser, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance

with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws

affecting creditors' rights and remedies generally and to general principles of equity.

is no action, suit, arbitration, mediation, proceeding, claim or investigation pending against Stockholder before any Governmental

Authority, arbitrator or mediator that relates in any way to this Agreement, the Purchase Agreement or any of the transactions

contemplated hereby or thereby.

execution and delivery of this Agreement does not, and the performance by Stockholder of its agreements and obligations hereunder

will not, conflict with, result in a breach or violation of or default under (with or without notice or lapse of time or both),

or require notice to or the consent of any person under, any provisions of the

organizational documents

of Stockholder (if applicable), or any agreement, commitment, law, rule, regulation, judgment, order or decree to which Stockholder

is a party or by which Stockholder is, or any of its assets are, bound, except for such conflicts, breaches, violations or defaults

that would not, individually or in the aggregate, prevent or delay consummation of the transactions contemplated by the Transaction

Agreements and this Agreement or otherwise prevent or delay Stockholder from performing his, her or its obligations under this

and Waiver. Stockholder hereby gives any consents or waivers that are reasonably required for the consummation

of the transactions contemplated by the Transaction Agreements under the terms of any agreement or instrument to which Stockholder

is a party or subject or in respect of any rights Stockholder may have in connection with the transactions contemplated by the