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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    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.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    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.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    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):


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    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


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    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.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    (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]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    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