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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