Exhibit 10.1

SECOND AMENDED AND RESTATED LOAN AGREEMENT

RTI SURGICAL, INC.,

as Borrower

and

TD BANK, N.A.,

as Administrative Agent,

and

TD BANK, N.A.

and

REGIONS BANK,

as Lenders

and

TD SECURITIES “USA” LLC, as Bookrunner and Joint Lead Arranger, and

REGIONS BANK, as Joint Lead Arranger

Dated as of July 16, 2013

SECOND AMENDED AND RESTATED LOAN AGREEMENT

This Second Amended and Restated Loan Agreement (this “ Agreement ”) is dated July 16, 2013, by and among: (i) RTI Surgical, Inc., a Delaware corporation formerly known as RTI Biologics, Inc. (“ Borrower ”); (ii) TD Bank, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “ Administrative Agent ”); and (iii) each of the Lenders from time to time a party hereto.

Borrower desires to establish financing arrangements with Lenders and Lenders are willing to make loans and extensions of credit to Borrower under the terms and provisions set forth in this Agreement. This Agreement amends and restates in its entirety that certain Amended and Restated Credit Agreement, dated August 7, 2012 (the “ Prior Loan Agreement ”). The parties desire to define the terms and conditions of their relationship in writing.

Now, therefore, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1

DEFINITIONS AND INTERPRETATIONS

1.1 Terms Defined . As used in this Agreement, the following terms have the following respective meanings:

(a) “ Account ” means all of the “accounts” (as that term is defined in the UCC) of Borrower, whether now existing or hereafter arising.

(b) ” Account Debtor ” means any Person obligated on any Account owing to Borrower.

(c) “ Acquired Entity ” is defined in Section 6.1(b) .

(d) “ Adjusted LIBOR Rate ” means a per annum interest rate determined pursuant to the following formula:

(e) “ AdvaMed Code ” is defined in Section 4.14(i) .

(f) “ Advance(s) ” means any monies advanced or credit extended to Borrower by Lender under the Revolving Credit.

(g) “ Advance Date ” is defined in Section 2.3(b)(ii) .

(h) “ Advance Request ” is defined in Section 2.3(b)(ii) .

(i) “ Affiliate ” means with respect to any Person, (i) any Person which, directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person, or (ii) any Person who is a director or officer (A) of such Person, (B) of any Subsidiary of such Person, or (C) of any person described in clause (i) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote five percent (5%) or more of the Capital

Stock having ordinary voting power for the election of directors (or comparable equivalent) of such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Control may be by ownership, contract, or otherwise.

(j) “ Alternate Rate ” is defined in Section 2.12 .

(k) “ Anti-Terrorism Laws ” means any statute, treaty, law (including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ, decree or award of any Governmental Authority relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.

(l) “ Applicable Basis Points ” is defined in Section 2.9(b) .

(m) “ Asset Sale ” means the sale, transfer, lease, license or other disposition by Borrower, or by any Subsidiary of Borrower, to any Person other than Borrower or any such Subsidiary, of any Property (excluding any such disposition permitted by Section 6.2 ) now owned, or hereafter acquired, of any nature whatsoever in any transaction or series of related transactions other than the sale of Inventory in the ordinary course of business. An “ Asset Sale ” includes, but is not limited to, a merger, consolidation, division, conversion, dissolution or liquidation.

(n) “ Assignment of Claims Act ” means the Federal Assignment of Claims Act, 31 U.S.C. § 3727 et seq., as amended from time to time.

(o) “ Authorized Officer ” means any officer (or comparable equivalent) of Borrower authorized by specific resolution of Borrower to request Advances or execute Covenant Compliance Certificates as set forth in the authorization certificate delivered to Lender substantially in the form of Exhibit B .

(p) “ Bank Affiliate ” means with respect to any Lender, any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with Lender. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote twenty-five percent (25%) or more of any class of Capital Stock having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for any such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by ownership of Capital Stock, contract or otherwise.

(q) “ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy”, as now or hereinafter in effect, or any successor statute.

(r) “ Blocked Person ” is defined in Section 4.25(b) .

(s) “ Borrowing Certificate ” means the certificate delivered to Administrative Agent by Borrower substantially in the form of Exhibit F .

(t) “ Business Day ” means any day other than a Saturday, Sunday or federal holiday (or a day on which commercial banks in New York City are required or permitted to close) on which Administrative Agent is open and conducting its customary banking transactions.

(u) “ Capitalized Lease Obligations ” means any Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, consistently applied.

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(v) “ Capital Expenditures ” means, for any period, the aggregate of all expenditures (including that portion of Capitalized Lease Obligations attributable to that period) made in respect of the purchase, construction or other acquisition of fixed or capital assets, determined in accordance with GAAP.

(w) “ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all other ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing, but excluding from all of the foregoing any debt securities convertible into or exchangeable for Capital Stock (and/or cash based on the value of Capital Stock).

(x) “ Change of Control ” means the earliest to occur of (i) a “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Securities Exchange Act), directly or indirectly, of more than fifty percent (50%) of the then outstanding voting stock of Borrower, and (ii) during any period of twelve (12) consecutive months, the board of directors of Borrower shall cease to consist of a majority of the Continuing Directors.

(y) “ Closing ” is defined in Section 3.6 .

(z) “ Closing Date ” is defined in Section 3.6 .

(aa) “ Code ” means the Internal Revenue Code of 1986, as amended, as the same may be in effect, from time to time.

(bb) “ Collateral ” means all of the Property and interests in Property described in Section 2.15 and all other Property, and interests in Property that now or hereafter secure payment of the Obligations and satisfaction by Borrower of all covenants and undertakings contained in this Agreement and the other Loan Documents.

(cc) “ Consolidated Amortization Expense ” means, for any period, the aggregate consolidated amount of amortization expenses of Borrower, as determined in accordance with GAAP.

(dd) “ Consolidated Depreciation Expense ” means for any period, the aggregate, consolidated amount of depreciation expenses of Borrower, as determined in accordance with GAAP.

(ee) “ Consolidated EBITDA ” means, for any period, Borrower’s Consolidated Net Income (or deficit) plus (i) Consolidated Interest Expense, plus (ii) Consolidated Depreciation Expense, plus (iii) Consolidated Amortization Expense, plus (iv) Consolidated Tax Expense, plus (v) Extraordinary Expenses minus (vi) Extraordinary Income, all as determined in accordance with GAAP. For purposes hereof, the contribution of Pioneer Surgical Technologies and its Subsidiaries to “ Consolidated EBITDA ” (x) for the Quarter ending June 30, 2012 through the Quarter ending December 31, 2012 will be Two Million Eight Hundred Fifty-Two Thousand and 00/100 Dollars ($2,852,000.00), (y) for the Quarter ending March 31, 2013 will be Two Million Nine Hundred Sixty-Five Thousand and 00/100 Dollars ($2,965,000.00), and (z) for the Quarter ending June 30, 2013 will be Two Million Eight Hundred Eighty Thousand and 00/100 Dollars ($2,880,000.00).

(ff) “ Consolidated Interest Expense ” means, for any period (without duplication), the aggregate, consolidated amount of interest expense required to be paid or accrued during such period on all Indebtedness of Borrower outstanding during all or any part of such period, as determined in accordance with GAAP.

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(gg) “ Consolidated Net Income ” means, for any period, consolidated net income after taxes of Borrower as such would appear on Borrower’s consolidated statement of income, prepared in accordance with GAAP.

(hh) “ Consolidated Tax Expense ” means, for any period, the aggregate consolidated amount of income tax expenses of Borrower, as determined in accordance with GAAP.

(ii) “ Continuing Directors ” shall mean the directors of Borrower on the Closing Date, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Borrower is recommended by a majority of the then Continuing Directors.

(jj) “ Contract ” means any written or oral legally binding contract, agreement, instrument, commitment or undertaking of any nature (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts, letters of intent and purchase orders) as of the Closing Date or as may hereafter be in effect.

(kk) “ Covenant Compliance Certificate ” is defined in Section 5.15 .

(ll) “ Default ” means any event, act, condition or occurrence which with notice, or lapse of time or both, would constitute an Event of Default hereunder.

(mm) “ Defaulting Lender ” means any Lender that: (i) has failed, within two (2) Business Days of the date required to be funded or paid, to (A) fund any portion of its Loan or (B) pay over to Borrower any other amount required to be paid by it under this Agreement, unless, in the case of clause (A) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied; (ii) has notified Borrower in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit; or (iii) has become the subject of a bankruptcy, insolvency or similar event.

(nn) “ Director Indemnification Agreement ” means that certain Indemnification Agreement, dated July 16, 2013, by and between Borrower and its directors.

(oo) “ Disqualified Stock ” means any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event (i) matures or is mandatorily redeemable for any reason, (ii) is convertible or exchangeable for Indebtedness or Capital Stock that meets the requirements of clauses (i) and (ii), or (iii) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the Term Loan Maturity Date.

(pp) “ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the grant of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith or entering into an agreement to do any of the foregoing.

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(qq) “ Distribution ” means:

(i) Cash dividends or other cash distributions on any now or hereafter outstanding Capital Stock of Borrower;

(ii) The redemption, repurchase, defeasance or acquisition of such Capital Stock or of warrants, rights or other options to purchase such Capital Stock; and

(iii) Any loans or advances (other than salaries), to any shareholder(s), partner(s) or member(s) of Borrower or any Subsidiary of Borrower.

(rr) “ Dividend Payment ” is defined in Section 2.2(c)(i) .

(ss) “ Dividend Payment Date ” is defined in Section 2.2(c)(i) .

(tt) “ Dollar ,” “ Dollars ,” “ U.S. Dollars ” and the symbol “ $ ” mean the lawful money of the United States of America.

(uu) “ Domestic Subsidiary ” shall mean any Subsidiary that is organized under the laws of the United States of America, any state thereof or the District of Columbia.

(vv) “ Domestic Subsidiary Patent Security Agreement ” means that certain security agreement to be executed by each Domestic Subsidiary (other than RTI Donor Services) granting a security interest in the Patent Collateral of such Domestic Subsidiary (as defined in such Domestic Subsidiary Patent Security Agreement) in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(ww) “ Domestic Subsidiary Security Agreement ” means that certain security agreement to be executed by each Domestic Subsidiary (other than RTI Donor Services) in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(xx) “ Domestic Subsidiary Trademark Security Agreement ” means that certain security agreement to be executed by each Domestic Subsidiary (other than RTI Donor Services) granting a security interest in the Trademarks of such Domestic Subsidiary (as defined in such Domestic Subsidiary Trademark Security Agreement) in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(yy) “ Environmental Laws ” means any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees and any and all common law requirements, rules and bases of liability regulating, relating to or imposing liability or standards of conduct concerning pollution, protection of the environment, or the impact of Hazardous Substances on human health or the environment, as now or may at any time hereafter be in effect from time to time.

(zz) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as the same may be in effect, from time to time.

(aaa) “ Event of Default ” is defined in Section 7.1 .

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(bbb) “ Executive Order No. 13224 ” means Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced and as may be in effect from time to time.

(ccc) “ Expenses ” is defined in Section 9.6 .

(ddd) “ Extraordinary Income ” shall consist of one-time non-recurring income items, including, but not limited to, gains on sale and acquisition related recapture of contingent or escrowed purchase money payments.

(eee) “ Extraordinary Expenses ” means any one-time expenses such as: (i) non-cash intangible asset impairment charges; (ii) non-cash stock based compensation; (iii) uninsured litigation settlement costs related to Biomedical Tissue Services incurred through December 31, 2014, not to exceed Three Million and 00/100 Dollars ($3,000,000.00); and (iv) expenses incurred in connection with the acquisition of Pioneer Surgical Technologies related to: (A) fees paid to consultants, advisors, financial investors or to the Securities and Exchange Commission (solely to the extent legally payable); (B) non-cash purchase price adjustments to Consolidated EBITDA for GAAP compliance; (C) severance and retention package payments; and (D) restructuring and integration expenses incurred through December 31, 2014 (such as IT integration expense, movement of personnel, closing of facilities, distribution agreement changes and other costs related to such acquisition), not to exceed in any event Three Million and 00/100 Dollars ($3,000,000.00). The restructuring and integration expenses referred to in clause (iv) are subject to good faith review by Administrative Agent for determination of eligibility under the defined categories.

(fff) “ FDA ” is defined in Section 4.14(a) .

(ggg) “ FDCA ” is defined in Section 4.14(a) .

(hhh) “ Fixed Charge Coverage Ratio ” means, for any period, on a consolidated basis, the ratio (i) Consolidated EBITDA minus cash taxes, minus dividend/distributions, minus increases in due from and/or investments in Affiliates, minus Unfunded Capital Expenditures divided by (ii) required annual principal and interest payments, all as determined in accordance with GAAP.

(iii) “ GAAP ” means generally accepted accounting principles as in effect on the Closing Date applied in a manner consistent with the most recent audited financial statements of Borrower furnished to Lenders and described in Section 4.7 .

(jjj) “ Governmental Authority ” means any foreign, federal, state or local government or political subdivision, or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury, or arbitration.

(kkk) “ Guarantor ” means each of the Domestic Subsidiaries of Borrower (other than RTI Donor Services) and any other Person who may hereafter guaranty, as surety, all of the Obligations.

(lll) “ Guaranty Agreement ” means that certain guaranty agreement to be executed by each Guarantor in favor of Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(mmm) “ Hazardous Substances ” means any substances defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic substance or similar term, under and regulated pursuant to any Environmental Law.

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(nnn) “ Hedging Agreements ” means any Interest Hedging Instrument or any other interest rate protection agreement, foreign currency exchange agreement, commodity purchase or option agreement, or any other interest rate hedging device or swap agreement (as defined in 11 U.S.C. § 101 et. seq.).

(ooo) “ Indebtedness ” of any Person, means, at any date, without duplication, (i) all indebtedness of such Person for borrowed money (including with respect to Borrower, the Obligations) or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, including, without limitation, any debt securities convertible into or exchangeable for Capital Stock, (iii) all Capitalized Lease Obligations of such Person, (iv) the face amount of all letters of credit issued for the account of such Person and all drafts drawn thereunder, (v) all obligations of other Persons which such Person has guaranteed, (vi) Disqualified Stock, (vii) all Obligations of such Person under Hedging Agreements, and (viii) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof.

(ppp) “ Intellectual Property ” means all intellectual property, regardless of form, including: (i) patents and patent applications, published and unpublished works of authorship, including audiovisual works, collective works, computer programs, compilations, databases, derivative works, literary works, mask works, and sound recordings; (ii) inventions and discoveries, including articles of manufacture, business methods, compositions of matter, improvements, machines, methods, and processes and new uses for any of the preceding items; (iii) words, names, symbols, devices, designs, and other designations, and combinations of the preceding items, used to identify or distinguish a business, good, group, product, or service or to indicate a form of certification, including logos, product designs, and product features (“ Trademarks ”); and (iv) trade secrets, confidential information, and information that is not generally known or readily ascertainable through proper means, whether tangible or intangible, including algorithms, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems, and techniques.

(qqq) “ Interest Hedging Instrument ” means any documentation evidencing any interest rate swap, interest “cap” or “collar” or any other interest rate hedging device or swap agreement (as defined in 11 U.S.C. § 101 et. seq.) between Borrower and Lender (or any Affiliate of Lender).

(rrr) “ Interest Only Period ” is defined in Section 2.2(c)(i) .

(sss) “ Inventory ” means all of the “inventory” (as that term is defined in the UCC) of Borrower, whether now existing or hereafter acquired or created.

(ttt) “ Investor Rights Agreement ” means that certain Investor Rights Agreement, dated July 16, 2013, by and between Borrower and WSHP Biologics Holdings.

(uuu) “ IRS ” means the Internal Revenue Service.

(vvv) “ Lenders ” shall mean (i) the Persons listed on Exhibit A (other than any such Person that has ceased to be a party hereto) and (ii) any Person that has become a party hereto pursuant to an assignment.

(www) “ Leverage Ratio ” means, at any time, on a consolidated basis, the ratio of Borrower’s (i) Total Funded Indebtedness, to (ii) Consolidated EBITDA.

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(xxx) “ LIBOR Interest Period ” means, initially, the first (1st) LIBOR Interest Period hereunder shall be the period commencing on the date of this Agreement and ending on and including the July 31, 2013 (date immediately preceding the first reset date). Thereafter, each “ LIBOR Interest Period ” shall commence on and include the 1 ^st calendar day of every calendar month immediately following the previous LIBOR Interest Period (the “ Reset Date ”); provided , however , (i) if any LIBOR Interest Period would end on a day for which there is no numerically corresponding day in the calendar month, such LIBOR Interest Period shall end on the last day of the relevant calendar month and (ii) no LIBOR Interest Period shall extend beyond the Term Loan Maturity Date.

(yyy) “ LIBOR Reserve Percentage ” means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D, as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Rate loans is determined), whether or not Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. LIBOR Rate loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to Lender. The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage.

(zzz) “ LIBOR Spread ” is defined in Section 2.4(c) .

(aaaa) “ LIBOR Spread Applicable Basis Points ” is defined in Section 2.4(c) .

(bbbb) “ Lien ” means any interest of any kind or nature in property securing an obligation owed to, or a claim of any kind or nature in property by, a Person other than the owner of the Property, whether such interest is based on the common law, statute, regulation or contract, and including, but not limited to, a security interest or lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt, a lease, consignment or bailment for security purposes, a trust, or an assignment. For the purposes of this Agreement, Borrower shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

(cccc) “ Loans ” means, collectively, the unpaid balance of cash Advances under the Revolving Credit and the Term Loan.

(dddd) “ Loan Documents ” means, collectively, this Agreement, the Note(s), the Security Documents, and all agreements, instruments and documents executed and/or delivered in connection therewith, all as may be supplemented, restated, superseded, amended or replaced from time to time.

(eeee) “ London Banking Days ” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.

(ffff) “ London Interbank Offered Rate ” means the rate of interest (rounded upwards, at Administrative Agent’s option, to the next 100th of one percent) equal to the British Bankers’ Association LIBOR (“ BBA LIBOR ”) for the equivalent LIBOR Interest Period as published by Bloomberg (or such other commercially available source providing quotations of BBA LIBOR as designated by Lender from time to time) at approximately 11:00 A.M. (London time) two (2) London Banking Days prior to the Reset Date; provided however, if more than one BBA LIBOR is specified, the applicable rate shall be the

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arithmetic mean of all such rates. If, for any reason, such rate is not available, the term London Interbank Offered Rate shall mean, with respect to any LIBOR Interest Period, the rate of interest per annum determined by administrative Agent to be the average rate per annum at which deposits in dollars are offered for such Interest Period by major banks in London, England at approximately 11:00 A.M. (London time) two (2) London Banking Days prior to the Reset Date.

(gggg) “ Material Adverse Effect ” means a Pre-Closing Material Adverse Effect or a Post-Closing Material Adverse Effect; provided , however , (i) any reference to Material Adverse Effect for any period prior to or at Closing shall be deemed a reference to Pre-Closing Material Adverse Effect; and (ii) any reference to Material Adverse Effect for any period after Closing shall be deemed a reference to Post-Closing Material Adverse Effect.

(hhhh) “ Material Contract ” means, with respect to Borrower or any Subsidiary of Borrower: (i) any distributor, original equipment manufacturer, reseller, value added reseller, sales, agency or manufacturer’s representative Contract pursuant to which any Person has a right to market, resell or distribute any products involving in the case of any such Contract more than Ten Million and 00/100 Dollars ($10,000,000.00) per annum; (ii) other than Standard Outbound IP Agreements, all licenses, sublicenses and other Contracts involving consideration in excess of Ten Million and 00/100 Dollars ($10,000,000.00) pursuant to which any Person is granted any rights to Intellectual Property or pursuant to which Borrower and/or any Subsidiary has agreed to any restriction on the right of Borrower and/or any Subsidiary to use or enforce any rights in or with respect to any Intellectual Property or pursuant to which Borrower and/or any Subsidiary agrees to encumber, transfer or sell rights in or with respect to any Intellectual Property; (iii) other than Standard Inbound IP Agreements, all licenses, sublicenses and other Contracts involving consideration in excess of Ten Million and 00/100 Dollars ($10,000,000.00) pursuant to which Borrower and/or any Subsidiary acquired or is granted any rights to intellectual property owned by a third party or pursuant to which Borrower and/or any Subsidiary is granted the right to market, resell or distribute any products, technology or services of any Person; (iv) any other Contract involving payment of more than Ten Million and 00/100 Dollars ($10,0000.00) per annum; and (v) any amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

(iiii) “ Maximum Acquisition and Investment Amount ” means with respect to any Permitted Acquisitions and Permitted Capital Stock Investments, taken together, (i) Twenty Million and 00/100 Dollars ($20,000,000.00) in any twelve (12)-month period or (ii) Ten Million and 00/100 Dollars ($10,000,000.00) with respect to any individual transaction.

(jjjj) “ Maximum Revolving Credit Amount ” means the sum of Twenty Million and 00/100 Dollars ($20,000,000.00).

(kkkk) “ Non-Encumbrance Agreement ” means that certain agreement not to encumber real property to be executed by Borrower and each Domestic Subsidiary in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(llll) “ Note(s) ” mean, collectively, the Revolving Credit Notes and Term Loan Notes.

(mmmm) “ Obligations ” mean all existing and future debts, liabilities and obligations of every kind or nature at any time owing by Borrower to Lenders or any other subsidiary of Lenders or any Bank Affiliate, whether under this Agreement, or any other existing or future instrument, document or agreement, between Borrower or Lenders or any other subsidiary of Lenders or any Bank Affiliate, whether joint or several, related or unrelated, primary or secondary, matured or contingent, due or to become due (including debts, liabilities and obligations obtained by assignment), and whether

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principal, interest, fees, indemnification obligations hereunder or Expenses (specifically including interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding with respect to Borrower, whether or not a claim for such post-commencement interest is allowed), including, without limitation, debts, liabilities and obligations in respect of the Revolving Credit and Term Loan and any extensions, modifications, substitutions, increases and renewals thereof; any amount payable by Borrower or any Subsidiary of Borrower pursuant to an Interest Hedging Instrument; the payment of all amounts advanced by Lenders or any other subsidiary of Lenders or any Bank Affiliate to preserve, protect and enforce rights hereunder and in the Collateral; and all Expenses incurred by Lenders or any other subsidiary of Lenders or any Bank Affiliate. Without limiting the generality of the foregoing, Obligations shall include any other debts, liabilities or obligations owing to Lenders or any other subsidiary of Lenders or any Bank Affiliate in connection with any lockbox, cash management, or other services (including electronic funds transfers or automated clearing house transactions) provided by Lenders or any other subsidiary of Lenders or any Bank Affiliate to Borrower, as well as any other loan, advances or extension of credit, under any existing or future loan agreement, promissory note, or other instrument, document or agreement between Borrower and any Lender or any other subsidiary of such Lender or any Bank Affiliate.

(nnnn) “ Patent Rights ” is defined in Section 4.13(b) .

(oooo) “ Patent Security Agreement ” means that certain security agreement to be executed by Borrower granting a security interest in the Patent Collateral (as defined in the Patent Security Agreement) in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(pppp) “ PBGC ” means the Pension Benefit Guaranty Corporation.

(qqqq) “ Pension Plan ” is defined in Section 4.11(a) .

(rrrr) “ Perfection Certificate ” means each Perfection Certificate provided by Borrower and each Domestic Subsidiary to Administrative Agent on or prior to the Closing Date in form and substance satisfactory to Administrative Agent.

(ssss) “ Permitted Acquisition ” is defined in Section 6.1(b)(vi) .

(tttt) “ Permitted Capital Stock Investment ” means any acquisition of the Capital Stock of any Person that does not become a direct or indirect Subsidiary of Borrower as a result of such acquisition.

(uuuu) “ Permitted Indebtedness ” means: (i) Indebtedness to Lenders in connection with the Revolving Credit, Term Loan or otherwise pursuant to the Loan Documents; (ii) trade payables incurred in the ordinary course of Borrower’s business; (iii) Indebtedness outstanding on the date hereof and listed in Exhibit C ; (iv) additional purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower to finance the purchase of fixed assets; provided that, (A) the aggregate amount of any such Indebtedness at any time outstanding shall not exceed Two Million and 00/100 Dollars ($2,000,000.00), (B) such Indebtedness shall not exceed the purchase price of the assets funded, (C) such Indebtedness shall be incurred within ninety (90) days of the acquisition of the assets funded, and (D) no such Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of such refinancing; (v) any Subordinated Indebtedness; (vi) additional Indebtedness the aggregate amount of which outstanding at any time shall not exceed Two Million and 00/100 Dollars ($2,000,000.00); (vii) Indebtedness of Borrower to any Subsidiary and of any Subsidiary to Borrower or any other Subsidiary; and (viii) Indebtedness which represents a replacement, refinancing, refunding or renewal of any Indebtedness described in sub-clauses (iii) through (v) above.

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(vvvv) “ Permitted Investments ” means: (i) obligations issued or guaranteed by the United States of America or any agency thereof; (ii) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating) by a nationally recognized investment rating agency; (iii) certificates of time deposit and bankers’ acceptances having maturities of not more than one hundred eighty (180) days and repurchase agreements backed by United States government securities of a commercial bank if (A) such bank has a combined capital and surplus of at least Five Hundred Million and 00/100 Dollars ($500,000,000.00), or (B) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency, and (iv) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof.

(wwww) “ Permitted Liens ” means: (i) Liens securing taxes, assessments, business improvement charges, water charges, sewer rents or governmental charges or levies not delinquent for a period of thirty (30) days or which are being contested in good faith and by appropriate proceedings for which adequate reserves (if required by GAAP) with respect thereto have been established; (ii) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other like laws; (iii) Liens on fixed assets security purchase money Indebtedness permitted under Section 6.7 ; provided , that such Lien attached to such assets concurrently, or within ninety (90) days of the acquisition of such assets, and only to the assets so acquired; (iv) Liens existing on the Closing Date and shown on Exhibit D ; (v) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (vi) deposits to secure the performance of bids and contracts, statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vii) Liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (viii) with respect to any real property, (A) applicable zoning Requirements of Law, building codes and other land use Requirements of Law, (B) Liens and other matters of record in existence on the date hereof listed on Exhibit D , (C) non-monetary Liens and other matters that would be shown by an accurate title insurance policy or an accurate survey, and (D) rights of any landlords and sublandlords; (ix) Liens not otherwise permitted so long as the aggregate outstanding principal amount of the Obligations secured thereby does not exceed (as to Borrower and all Subsidiaries in the aggregate) Five Hundred Thousand and 00/100 Dollars ($500,000.00) at any one time; (x) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (xi) any Lien arising out of the refinancing, replacement, renewal or refunding of any secured Permitted Indebtedness; and (xii) Liens in favor of Administrative Agent or Lenders securing the Obligations.

(xxxx) “ Person ” means an individual, partnership, corporation, trust, limited liability company, limited liability partnership, unincorporated association or organization, joint venture or any other entity.

(yyyy) “ Pioneer Surgical Technologies ” means Pioneer Surgical Technologies, Inc., a Michigan corporation.

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(zzzz) “ Pioneer Surgical Technologies Merger Agreement ” means that certain Agreement and Plan of Merger, dated June 11, 2013 by and among Borrower, Pioneer Surgical Technologies, Rockets MI Corporation, a Michigan corporation, and Shareholder Representative Services, LLC, a Colorado limited liability company, solely in its capacity as agent for the stockholders.

(aaaaa) “ Post-Closing Material Adverse Effect ” means a material adverse effect with respect to (i) the business, assets, properties, financial condition, contingent liabilities, or results of operations of Borrower and its Subsidiaries, (ii) Borrower’s ability to pay the Obligations in accordance with the terms hereof, or (iii) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of Lenders hereunder or thereunder.

(bbbbb) “ Pre-Closing Material Adverse Effect ” means any development outside the ordinary course of business of Borrower and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a material adverse effect which would cause: (i) Borrower to default under the payment obligations under the Loans; or (ii) Borrower to default on the financial covenants in this Agreement.

(ccccc) “ Preferred Stock ” means that certain preferred stock of Borrower designated as Series A Preferred Stock, $0.001 par value per share, having the rights, preferences, privileges and designations set forth in the Preferred Stock Certificate of Designation, issued to WSHP Biologics Holdings pursuant to the Preferred Stock Investment Agreement.

(ddddd) “ Preferred Stock Certificate of Designation ” means that certain Series A Preferred Stock Certificate of Designation of Borrower as in effect on the Closing Date.

(eeeee) “ Preferred Stock Investment Agreement ” means that certain Investment Agreement, dated June 12, 2013, by and between Borrower and WSHP Biologics Holdings.

(fffff) “ Property ” means any interest of Borrower or any Subsidiary in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

(ggggg) “ Quarter ” means each of the following calendar quarters: (i) January 1 through March 31; (ii) April 1 through June 30; (iii) July 1 through September 30; and (iv) October 1 through December 31.

(hhhhh) “ Quarter End ” means the day on which each Quarter ends ( i.e. , (i) March 31; (ii) June 30; (iii) September 30; and (iv) December 31); provided , however , to the extent such day is not a Business Day, payments shall be due on the first following day that is a Business Day. Such extension of time will not be included in the calculation of interest due.

(iiiii) “ Regulated Products ” is defined in Section 4.14(a) .

(jjjjj) “ Regulation D ” means Regulation D of the Board of Governors of the Federal Reserve System comprising Part 204 of Title 12, Code of Federal Regulations, as in effect from time to time, and any successor thereto.

(kkkkk) “ Required Lenders ” shall mean, at any time: (i) if there are two (2) Lenders, all of the Lenders; and (ii) if there are three (3) or more Lenders, then Lenders having Loans representing more than sixty-seven percent (67%) of the sum of all Loans outstanding at such time.

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(lllll) “ Requirement of Law ” means, collectively, all international, foreign, federal, state and local laws, statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

(mmmmm) “ Reset Date ” is defined in the definition of LIBOR Interest Period.

(nnnnn) “ Restricted Cash ” means restricted cash as defined by GAAP.

(ooooo) “ Revolving Credit ” is defined in Section 2.1(a) .

(ppppp) “ Revolving Credit Closing Fee ” is defined in Section 2.6(a) .

(qqqqq) “ Revolving Credit Maturity Date ” means July 15, 2018, or such later date as Lender may, in its sole and absolute discretion, designate in writing to Borrower.

(rrrrr) “ Revolving Credit Note(s) ” is defined in Section 2.1(b) .

(sssss) “ RTI Donor Services ” means RTI Donor Services, Inc., a Delaware non-profit corporation.

(ttttt) “ Scheduled Intellectual Property ” is defined in Section 4.13(b) .

(uuuuu) “ Securities Pledge Agreement ” means that certain securities pledge agreement to be executed by Borrower (and each applicable Subsidiary of Borrower) in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(vvvvv) “ Security Agreement ” means that certain security agreement to be executed by Borrower in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(wwwww) “ Security Documents ” means, collectively, the Guaranty Agreement, the Security Agreement, the Patent Security Agreement, the Trademark Security Agreement, the Domestic Subsidiary Security Agreement, the Domestic Subsidiary Patent Security Agreement, the Domestic Subsidiary Trademark Security Agreement, the Non-Encumbrance Agreements, the U.S. Patent Non-Encumbrance Agreement, the Securities Pledge Agreement, the Perfection Certificates, and all agreements, instruments and documents executed and/or delivered in connection therewith, all as may be supplemented, restated, superseded, amended or replaced from time to time.

(xxxxx) “ Social Security Act ” is defined in Section 4.14(f) .

(yyyyy) “ Standard Inbound IP Agreements ” means (i) non-disclosure agreements granting to Borrower a limited right to use a third party’s confidential information entered into by Borrower in the ordinary course of its business, consistent with past practice, (ii) “shrink wrap” and similar generally available commercial end-user licenses to software that is not redistributed with the products, (iii) employment agreements and consulting agreements pursuant to which Borrower obtains rights to use Intellectual Property created in the scope of such employment or provision of services for Borrower, (iv) agreements granting Borrower a right to use the third party Trademarks in connection with Company’s marketing or advertising of Borrower, or Borrower’s products or such third party’s products; and (v) other agreements pursuant to which Borrower has been granted a license to use Intellectual Property in the ordinary course of business consistent with past practices.

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(zzzzz) “ Standard Outbound IP Agreements ” means (i) non-disclosure agreements granting to a third party a limited right to use Borrower’s confidential information entered into by Borrower in the ordinary course of its business, consistent with past practice, (ii) non-exclusive licenses to Borrower’s products (which, to the extent such products are software, are licenses to object code) granted by Borrower or other agreements pursuant to which Borrower has granted a license to Intellectual Property in the ordinary course of its business consistent with past practice, and (iii) agreements granting a third party a right to use Borrower’s Trademarks in connection with such third party’s marketing or advertising of Borrower or Borrower’s products.

(aaaaaa) “ Subordinated Debt ” means Indebtedness of Borrower subject to payment terms and subordination provisions set forth in a Subordination Agreement .

(bbbbbb) “ Subordination Agreement ” means an agreement between Borrower, the Administrative Agent and the holders of any Indebtedness, containing the terms of subordination and related provisions and otherwise reasonably acceptable to the Administrative Agent.

(cccccc) “ Subsidiary ” with respect to any Person at any time, means: (i) any corporation more than fifty percent (50%) of whose voting stock is legally and beneficially owned by such Person or owned by a corporation more than fifty percent (50%) of whose voting stock is legally and beneficially owned by such Person; (ii) any trust of which a majority of the beneficial interest is at such time owned directly or indirectly, beneficially or of record, by such Person or one or more Subsidiaries of such Person; (iii) any corporation, partnership, joint venture, limited liability company or other entity of which ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at such time owned directly or indirectly, beneficially or of record, by, or which is otherwise controlled directly, indirectly or through one or more intermediaries by, such Person or one or more Subsidiaries of such Person.

(dddddd) “ Term Loan ” is defined in Section 2.2(a) .

(eeeeee) “ Term Loan Maturity Date ” means July 15, 2018.

(ffffff) “ Term Loan Note(s) ” is defined in Section 2.2(b) .

(gggggg) “ Term Loan Closing Fee ” is defined in Section 2.6(b) .

(hhhhhh) “ Third Party Intellectual Property Rights ” is defined in Section 4.13(b) .

(iiiiii) “ Total Funded Indebtedness ” means outstanding Indebtedness for borrowed money and other interest bearing Indebtedness, including current and long term Indebtedness.

(jjjjjj) “ Trademark Security Agreement ” means that certain security agreement to be executed by Borrower granting a security interest in the Trademarks of Borrower in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(kkkkkk) “ UCC ” means the Uniform Commercial Code as adopted in the State of Florida, as in effect from time to time.

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(llllll) “ Unfunded Capital Expenditures ” means Capital Expenditures that are not financed through interest bearing Indebtedness; provided , however , “ Unfunded Capital Expenditures ” (i) for fiscal years ending December 31, 2013 and 2014 shall exclude expenses associated with the new facility construction (currently estimated at Fourteen Million and 00/100 Dollars ($14,000,000.00)), located at 11631 Research Circle, Alachua, Florida; and (ii) shall include for any Quarter ending prior to the Closing Date, the amount of One Million and 00/100 Dollars ($1,000,000.00) for Pioneer Surgical Technologies and its Subsidiaries.

(mmmmmm) “ Unrestricted Cash ” means all cash less any Restricted Cash.

(nnnnnn) “ U.S. Patent Non-Encumbrance Agreement ” means that certain agreement not to encumber any United States patent to be executed by each Subsidiary of Borrower that is not a Domestic Subsidiary but holds a United State patent, in favor of Administrative Agent and Lenders, in form and substance satisfactory to Administrative Agent, on or prior to the Closing Date.

(oooooo) “ Waterstreet Agreements ” means (i) the Preferred Stock Investment Agreement, (ii) the Preferred Stock Certificate of Designation, (iii) the Director Indemnification Agreement and (iv) the Investor Rights Agreement.

(pppppp) “ WSHP Biologics Holdings ” means WSHP Biologics Holdings, LLC, a Delaware limited liability company.

1.2 Other Capitalized Terms . Any other capitalized terms used without further definition herein shall have the respective meaning set forth in the UCC.

1.3 Accounting Principles . Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with GAAP as in effect on the Closing Date, to the extent applicable, except as otherwise expressly provided in this Agreement. If there are any changes in GAAP after the Closing Date that would affect the computation of the financial covenants in Section 5.12 , such changes shall only be followed, with respect to such financial covenants, from and after the date this Agreement shall have been amended to take into account any such changes.

1.4 Construction . No doctrine of construction of ambiguities in agreements or instruments against the interests of the party controlling the drafting shall apply to any Loan Documents.

SECTION 2

THE LOANS

2.1 Revolving Credit — Description .

(a) Subject to the terms and conditions of this Agreement, Lenders hereby establish for the benefit of Borrower a revolving credit facility (collectively, the “ Revolving Credit ”) which shall include cash Advances extended by Lenders to or for the benefit of Borrower from time to time hereunder. The aggregate principal amount of unpaid cash Advances shall not at any time exceed the Maximum Revolving Credit Amount. Subject to such limitation, the outstanding balance of Advances under the Revolving Credit may fluctuate from time to time, to be reduced by repayments made by Borrower, to be increased by future Advances which may be made by Lenders, to or for the benefit of Borrower, and, subject to the provisions of Section 7 , shall be due and payable on the Revolving Credit Maturity Date.

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(b) At Closing, Borrower shall execute and deliver one or more promissory notes to Lenders for the Maximum Revolving Credit Amount (“ Revolving Credit Note(s) ”). The Revolving Credit Notes shall evidence Borrower’s unconditional obligation to repay Lenders for all Advances made under the Revolving Credit, with interest as herein provided. Each Advance under the Revolving Credit shall be deemed evidenced by the Revolving Credit Notes, which is deemed incorporated herein by reference and made part hereof. The Revolving Credit Notes shall be in form and substance satisfactory to Administrative Agent and Lenders.

(c) Accrued interest on the Revolving Credit will be payable quarterly in arrears on each Quarter End.

(d) Subject to the terms of this Section 3.1 , Lenders agree to issue letters of credit on behalf of Borrower or its Subsidiaries from time-to-time (the “ Letters of Credit ”); provided , however , that the maximum aggregate stated amount of all Letters of Credit outstanding at any time shall not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00). For purposes of determining availability of Advances, the Revolving Credit Limit shall be reduced by the face amount of all outstanding Letters of Credit. Borrower shall pay to Lenders a reasonable letter of credit fee. All Letters of Credit shall be in form and substance reasonably satisfactory to Administrative Agent and Lenders.

(e) The term of the Revolving Credit shall expire on the Revolving Credit Maturity Date. On such date, unless having been sooner accelerated by Lenders pursuant to the terms hereof, and without impairing any rights under this Agreement or any other Loan Document, all sums owing under the Revolving Credit shall be due and payable in full, and as of and after such date Borrower shall not request and Lenders shall not make any further Advances under the Revolving Credit.

2.2 Term Loan — Description .

(a) Lenders hereby agree to advance to Borrower, subject to the terms and conditions of this Agreement, the sum of Sixty Million And 00/100 Dollars ($60,000,000.00) (the “ Term Loan ”).

(b) At Closing, Borrower shall execute and deliver one or more promissory notes to Lenders in the original principal amount of the Term Loan (“ Term Loan Note(s) ”). The Term Loan Notes shall evidence Borrower’s unconditional obligation to repay to Lender the Term Loan with interest as provided in this Agreement. The Term Loan Notes shall be in form and substance satisfactory to Lenders.

(c) Principal and accrued interest under the Term Loan shall be payable as follows:

(i) Beginning September 30, 2013 and continuing through and including December 31, 2014 (the “ Interest Only Period ”), accrued interest will be payable quarterly in arrears on each Quarter End; provided , however , if Borrower pays any cash dividend or makes any other cash distribution on the Preferred Stock (a “ Dividend Payment ”) at any time prior to July 16, 2014 (the “ Dividend Payment Date ”), Borrower, in addition to the payment of the accrued interest paid during the Interest Only Period, shall also pay to Lenders (on the first (1 ^st ) anniversary of the Closing Date) an aggregate amount equal to any and all Dividend Payments paid by Borrower as a prepayment of the principal balance of the Term Loan (such prepayment will be treated as made in accordance with Section 2.7 ).

(ii) After the Interest Only Period, interest will be payable quarterly in arrears, together with payments of the principal balance of the Term Loan at each Quarter End as follows:

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(iii) A final payment of any and all unpaid principal and any and all accrued unpaid interest outstanding under the Term Loan shall be due and payable on the Term Loan Maturity Date.

2.3 Advances and Payments .

(a) Except to the extent otherwise set forth in this Agreement (or in the case of an Interest Hedging Instrument under the applicable agreements), all payments of principal and of interest on the Revolving Credit, Term Loan and all Expenses, fees, indemnification obligations and all other charges and any other Obligations of Borrower, shall be made to Administrative Agent for the benefit of the Lenders at its banking office at 9715 N. Gate Parkway, Jacksonville, Florida 32246, or such other office as Administrative Agent may designate in writing, in United States dollars, in immediately available funds. Borrower hereby authorizes Administrative Agent, following notice to Borrower (provided no notice is required for regularly scheduled payments), to charge checking account number                                          maintained at Administrative Agent and further agrees that Administrative Agent shall have the unconditional right and discretion (and Borrower hereby authorizes Lender) to charge such account, following notice to Borrower (provided no notice is required for regularly scheduled payments), in any event for all of Borrower’s Obligations as they become due from time to time under this Agreement including, without limitation, interest, principal, fees, indemnification obligations and reimbursement of Expenses. Alternatively, Administrative Agent may in its discretion, after notice Borrower, (and Borrower hereby authorizes Administrative Agent to) make a cash Advance under the Revolving Credit in a sum sufficient to pay all interest accrued and payable on the Obligations and to pay all costs, fees and Expenses owing hereunder. Borrower acknowledges that Borrower’s failure to maintain sufficient funds in any checking, operating or deposit account for payment of any of the Obligations, or Administrative Agent’s failure to charge any such account shall not relieve Borrower of any payment obligation under this Agreement or any other Loan Document. Any payments received prior to 2:00 p.m. Eastern time on any Business Day shall be deemed received on such Business Day. Any payments (including any payment in full of the Obligations), received after 2:00 p.m. Eastern time on any Business Day shall be deemed received on the immediately following Business Day.

(b) Cash Advances which may be made by Lenders from time to time under the Revolving Credit shall be made available by crediting such proceeds to Borrower’s operating account with Administrative Agent.

(i) All cash Advances requested by Borrower under the Revolving Credit must be in the minimum amount of One Hundred and 00/100 Dollars ($100.00) and integral multiples of One Hundred and 00/100 Dollars ($100.00) in excess thereof.

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(ii) All cash Advances requested by Borrower under the Revolving Credit are to be in writing pursuant to a written request (an “ Advance Request ”). Requests for Advances under the Revolving Credit must be requested three (3) Business Days in advance and must specify the requested date of such Advance (the “ Advance Date ”) and the amount of such Advance. Upon Lender’s written request, with each Advance Request, Borrower shall submit a Borrowing Certificate.

(iii) Upon receiving a request for an Advance in accordance with subparagraph (ii) above, and subject to the conditions set forth in this Agreement, Lender shall make the requested Advance available to Borrower as soon as is reasonably practicable on the Advance Date.

2.4 Interest .

(a) The unpaid principal balance of cash Advances under the Revolving Credit shall bear interest, subject to the terms hereof, at a per annum rate equal to: (i) the Adjusted LIBOR Rate plus (ii) the LIBOR Spread.

(b) The unpaid principal balance of the Term Loan shall bear interest, subject to the terms hereof, at a per annum rate equal to: (i) the Adjusted LIBOR Rate plus (ii) the LIBOR Spread.

(c) The “ LIBOR Spread ” shall be: (i) for the period commencing on the Closing Date and continuing through, but not including, December 31, 2013, one hundred fifty (150) basis points per annum; and (ii) for the period commencing on December 31, 2013, the LIBOR Spread Applicable Basis Points. For purposes of this Agreement, the “ LIBOR Spread Applicable Basis Points ” are determined based on Borrower’s financial performance under its Leverage Ratio as follows:

(d) Changes in the LIBOR Spread resulting from changes in the Leverage Ratio shall become effective on the date that is three (3) Business Days after the date on which financial statements are delivered to the Administrative Agent pursuant to Section 5.14 and shall remain in effect until the next change to be effected pursuant to this Section 2.4(d) .

2.5 Additional Interest Provisions .

(a) Interest on the Loans shall be calculated on the basis of a year of three hundred sixty (360) days but charged for the actual number of days elapsed.

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(b) After the occurrence and during the continuance of an Event of Default hereunder, at the election of the Administrative Agent, the per annum effective rate of interest on all outstanding principal under the Loans, shall accrue at the rate otherwise applicable to the Loans plus three hundred (300) basis points. All such increases may, at the election of the Administrative Agent, be applied retroactively to the date of the occurrence of the Event of Default. Borrower agrees that the default rate payable to Lenders is a reasonable estimate of damages suffered by Lenders and is not a penalty.

(c) All contractual rates of interest chargeable on outstanding principal under the Loans shall continue to accrue and be paid even after Default, an Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar.

(d) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lender has charged or received interest hereunder in excess of the highest applicable rate, Lender shall apply, in its sole discretion, and set off such excess interest received by Lender against other Obligations due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law.

2.6 Fees and Charges .

(a) At Closing, Lenders shall have fully earned and Borrower shall unconditionally pay to Lender, a non-refundable fee with respect to the Revolving Credit (the “ Revolving Credit Closing Fee ”) of One Hundred Thousand and 00/100 Dollars ($100,000.00).

(b) At Closing, Lenders shall have fully earned and Borrower shall unconditionally pay to Lender a non-refundable fee with respect to the Term Loan (the “ Term Loan Closing Fee ”) of Three Hundred Thousand and 00/100 Dollars ($300,000.00).

2.7 Prepayments .

(a) Borrower may prepay the Revolving Credit and Term Loan in whole or in part at any time or from time to time, without penalty or premium except as provided in Section 2.11 . Any prepayment shall be accompanied by all accrued and unpaid interest. Any partial prepayment of the Term Loan shall be applied to the Term Loan in the inverse order of maturity.

(b) Borrower shall be required to prepay the Term Loan, in whole or in part, immediately upon the receipt of any proceeds from: (i) the issuance of non-purchase money debt (other than Permitted Indebtedness); (ii) any transaction or series of transactions involving the sale of any asset or assets outside the ordinary course of business in any calendar year in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00); (iii) any issuance of Capital Stock of Borrower or any of its Subsidiaries except (A) any issuance of Capital Stock in connection with a Permitted Acquisition that is permitted under Section 6.1(b) or otherwise approved by Administrative Agent, (B) any Capital Stock issued in connection with the conversion of Preferred Stock, and (C) any issues of Capital Stock to employees of Borrower or its Subsidiaries under a stock plan approved by the board of directors of Borrower.

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2.8 Use of Proceeds .

(a) The extensions of credit under and proceeds of the Term Loan shall be used to fund the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement.

(b) The extensions of credit under and proceeds of the Revolving Credit shall be used for: (i) working capital and general corporate purposes; (ii) the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement; and (iii) acquisition costs associated with Pioneer Surgical Technologies.

2.9 Unused Revolving Credit Fee . Borrower shall pay to Lender a quarterly fee in arrears based upon the unused portion of the Revolving Credit.

(a) For purposes of this Agreement, “ Unused Revolving Credit ” means an amount equal to: (i) the Maximum Revolving Credit Amount ( i.e. , Twenty Million and 00/100 Dollars ($20,000,000.00); minus (ii) the average daily outstanding principal balance of the Revolving Credit for the immediately preceding Quarter.

(b) The “ Unused Revolving Credit Fee ” shall be: (i) for the period commencing on the Closing Date and continuing through, but not including, December 31, 2013, an amount equal to the Unused Revolving Credit for such immediately preceding Quarter multiplied by twenty-five (25) basis points per annum; and (ii) for the period commencing on December 31, 2013, an amount equal to the Unused Revolving Credit for such immediately preceding Quarter multiplied by the Applicable Basis Points. For purposes of this Agreement, the “ Applicable Basis Points ” are determined based on Borrower’s financial performance under the Leverage Ratio as follows:

(c) Changes in the Applicable Basis Points resulting from changes in the Leverage Ratio shall become effective on the date that is three (3) Business Days after the date on which financial statements are delivered to the Administrative Agent pursuant to Section 5.14 and shall remain in effect until the next change to be effected pursuant to this Section 2.9(c) .

2.10 Capital Adequacy . If the adoption of or any change in any Requirement of Law imposes, modifies, or deems applicable any capital adequacy, capital maintenance or similar requirement which affects the manner in which any Lender allocates capital resources to its commitments (including any commitments hereunder), and as a result thereof, in the reasonable opinion of such Lender, the rate of return on such Lender’s capital with regard to the Loans is reduced to a level below that which such Lender could have achieved but for such circumstances, by an amount determined by such Lender to be material, then in such case and upon notice from such Lender to Borrower, from time to time, Borrower

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shall pay such Lender such additional amount or amounts as shall compensate such Lender for such reduction in such Lender’s rate of return. Such notice shall contain the statement of such Lender with regard to any such amount or amounts which shall, in the absence of manifest error, be binding upon Borrower. In determining such amount, such Lender may use any reasonable method of averaging and attribution that it deems applicable. Any rules, regulations, policies, guidelines, directives or similar requirements adopted, promulgated or implemented in connection with (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and (b) the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States Governmental Authority, in each case pursuant to Basel III, shall in all events be deemed to have been imposed, introduced and adopted after the date of this Agreement. A certificate as to any additional amounts payable pursuant to this Section 2.10 submitted by any Lender to Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.

2.11 Funding Indemnity . Borrower shall indemnify Administrative Agent and each Lender, and hold Administrative Agent and each Lender harmless from any loss, damages, liability, or expense which Administrative Agent or such Lender may sustain or incur as a consequence of the making of a prepayment of Loans on a day which is not the last day of a LIBOR Interest Period with respect thereto. With respect to such Loans, such indemnification shall equal the excess, if any, of (a) the amount of interest which would have accrued on the amount so prepaid for the period from the date of such prepayment at the applicable rate of interest for such Loans provided for herein over (b) the amount of interest (as reasonably determined by Administrative Agent) which would have accrued to Lenders on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank Eurodollar market. This covenant shall survive the termination of this Agreement, and the payment of the Obligations. Borrower shall be liable for any breakage costs associated with any Interest Hedging Instrument or any Hedging Agreement as a result of any prepayment.

2.12 Inability to Determine Interest Rate . Notwithstanding any other provision of this Agreement, if Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that (a) by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining the Adjusted LIBOR Rate for a LIBOR Interest Period, or (b) the Adjusted LIBOR Rate does not adequately and fairly reflect the cost to Lenders of funding Advances under the Revolving Credit that Borrower has requested during a LIBOR Interest Period, Lender shall forthwith give telephone notice of such determination, confirmed in writing, to Borrower at least two (2) Business Days prior to the first day of such LIBOR Interest Period, whereupon the outstanding principal amount shall bear interest at an equivalent rate then designated by the Administrative Agent, in its reasonable discretion, for general commercial loan reference purposes (the “ Alternate Rate ”).

2.13 Illegality . Notwithstanding any other provision of this Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof to Administrative Agent or Lenders by the relevant Governmental Authority shall make it unlawful for Lenders to make or maintain Advances under the Revolving Credit as contemplated by this Agreement, or to obtain in the interbank Eurodollar market, the funds with which to make such Loans, (a) Administrative Agent shall promptly notify Borrower thereof, (b) the commitment of Lenders hereunder to make Advances or continue Advances as such shall forthwith be suspended until Administrative Agent shall give notice that the condition or situation which gave rise to the suspension no longer exists, and (c) each Lender’s Loans then outstanding, if any, shall be converted on the last day of the LIBOR Interest Period for such Loans so as to bear interest at the Alternate Rate. Borrower agrees promptly to pay Administrative Agent and Lenders, upon its demand, any additional amounts necessary to compensate Administrative Agent and Lenders for actual and direct costs (but not including anticipated profits) reasonably incurred by Administrative Agent and Lenders in connection with any repayment in accordance with this Section 

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2.13 , including but not limited to, any interest or fees payable by Lenders to lenders of funds obtained by it in order to make or maintain its loans hereunder. A certificate as to any additional amounts payable pursuant to this Section 2.13 submitted by Administrative Agent to Borrower shall be conclusive evidence (absent manifest error) of such amounts owing. Administrative Agent agrees to use reasonable efforts to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section 2.13 ; provided , however , that such efforts shall not cause the imposition on Administrative Agent or any Lender of any additional costs or legal or regulatory burdens deemed by Administrative Agent or such Lender in its reasonable discretion to be material.

2.14 Requirements of Law .

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by Administrative Agent or any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall impose, modify, or hold applicable, any reserve, special deposit, compulsory loan, or similar requirement against assets held by, deposits or other liabilities in, or for the account of, advances, loans, or other extension of credit (including participations therein) by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or

(ii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to materially increase the cost to such Lender of making or maintaining Advances under the Revolving Credit, or to reduce any amount receivable hereunder, or under any Note, then, in any such case, Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional costs or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender, with respect to its Advances. A certificate as to any additional amounts payable pursuant to this Section 2.14 submitted by such Lender to Borrower shall be presumptive evidence of such amounts owing in the absence of manifest error. Each Lender agrees to use reasonable efforts to avoid, or to minimize, any amounts which might otherwise be payable pursuant to this Section 2.14 ; provided , however , that such efforts shall not cause the imposition on such Lender of any additional costs or legal regulatory burdens deemed by such Lender in good faith to be material.

(b) A certificate as to any additional amounts payable pursuant to this Section 2.14 submitted by any Lender to Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. In determining such amount, such Lender shall use a reasonable averaging and attribution method. Notwithstanding anything to the contrary in this Section 2.14 , Borrower shall not be required to compensate a Lender pursuant to this Section 2.14 for any amounts incurred more than six (6) months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6)-month period shall be extended to include the period of such retroactive effect.

(c) The agreements in this Section 2.14 shall survive the termination of this Agreement and payment of the Obligations.

2.15 Security for Obligations . To secure the payment and performance of the Obligations:

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(a) Pursuant to the Security Agreement, Borrower shall grant to Administrative Agent, for the benefit of Lenders, a first priority security interest in and to all of the Property (including, without limitation, Intellectual Property pursuant to the Patent Security Agreement and the Trademark Security Agreement) of Borrower (excluding any interest in owned or leased real property of Borrower).

(b) Pursuant to the Domestic Subsidiary Security Agreement, each Domestic Subsidiary (other than RTI Donor Services) shall grant to Administrative Agent, for the benefit of Lenders, a first priority security interest in and to all of the Property (including, without limitation, Intellectual Property pursuant to the Domestic Subsidiary Patent Security Agreement and the Domestic Subsidiary Trademark Security Agreement) of such Domestic Subsidiary (excluding any interest in owned or leased real property of such Domestic Subsidiary).

(c) Pursuant to the U.S. Patent Non-Encumbrance Agreement, each Subsidiary that (i) is not a Domestic Subsidiary and (ii) owns any United States patent shall agree not to allow any Lien to be created on such United States Patent.

(d) Pursuant to the Non-Encumbrance Agreement: (i) Borrower shall agree not to allow any Lien to be created (other than a Permitted Lien) on any interest of Borrower in owned or leased real property of Borrower; and (ii) each Domestic Subsidiary (other than RTI Donor Services) shall agree not to allow any Lien to be created (other than a Permitted Lien) on any interest of such Domestic Subsidiary in owned or leased real property of such Domestic Subsidiary.

(e) Pursuant to the Securities Pledge Agreement, Borrower and each Subsidiary of Borrower owning any Capital Stock in a Subsidiary that is not a Domestic Subsidiary shall pledge to Administrative Agent, for the benefit of Lenders, a first priority security interest in and to sixty-five percent (65%) of the Capital Stock of any Subsidiary of Borrower that is not a Domestic Subsidiary.

2.16 [Intentionally omitted.]

2.17 Replacement of Lenders . Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10 or 2.14 , (b) is a Defaulting Lender, or (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each Lender or each Lender affected thereby (provided that at least Required Lenders’ consent to such proposed amendment, supplement, modification, consent or waiver has been obtained), with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) Borrower shall be liable to such replaced Lender under Section 9.4 if any Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution shall be satisfactory to the Administrative Agent in its sole and absolute discretion, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.11 , (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.10 or 2.14 , as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights that Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

2.18 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, without limiting any other rights Borrower may have against such Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

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(a) fees shall cease to accrue on the Unused Revolving Credit of such Defaulting Lender pursuant to Section 2.9(b) ; and

(b) the Advances and Revolving Credit commitment of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification); provided that (i) such Defaulting Lender’s Revolving Credit commitment may not be increased or extended without its consent, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent, and (iii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other Lenders or affected Lenders, as the case may be, shall require the consent of such Defaulting Lender.

SECTION 3

CLOSING AND CONDITIONS PRECEDENT TO ADVANCES

Closing under this Agreement is subject to the following conditions precedent (all instruments, documents and agreements to be in form and substance satisfactory to Administrative Agent and Lenders):

3.1 Resolutions, Opinions, and Other Documents . Borrower shall have delivered, or caused to be delivered to Administrative Agent the following:

(a) this Agreement, the Notes, the Security Documents and each of the other Loan Documents, all properly executed;

(b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement;

(c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s board of directors or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicable;

(d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures;

(e) a written opinion of Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary;

(f) certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse Effect;

(g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans;

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(h) completed Lien searches;

(i) insurance certificates and policies as required under Section 5.2 ;

(j) an initial Borrowing Certificate dated the Closing Date;

(k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closed; and

(l) certification by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closed.

3.2 Absence of Certain Events . Except for any Default or Event of Default that would not constitute a Pre-Closing Material Adverse Effect, at the Closing Date, no Default or Event of Default hereunder shall have occurred and be continuing.

3.3 Warranties and Representations at Closing . The warranties and representations contained in Section 4 shall be true and correct in all material respects on the Closing Date with the same effect as though made on and as of that date except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects); provided , however , that the only such representations and warranties required to be made by Borrower related to Pioneer Surgical Technologies are those representations and warranties actually made by Pioneer Surgical Technologies that are true and correct as of the Closing Date pursuant to the Pioneer Surgical Technologies Merger Agreement.

3.4 Compliance with this Agreement . Except for such as would not constitute a Pre-Closing Material Adverse Effect, Borrower shall have performed and complied with all agreements, covenants and conditions contained herein including, without limitation, the provisions of Sections 5 and 6 , which are required to be performed or complied with by Borrower before or at the Closing Date.

3.5 Officers’ Certificate . Administrative Agent shall have received a certificate dated the Closing Date and signed by the chief financial officer of Borrower certifying that all of the conditions specified in this Section 3 have been fulfilled.

3.6 Closing . Subject to the conditions of this Section 3 , the Loans shall be made available on such date (the “ Closing Date ”) and at such time as may be mutually agreeable to the parties contemporaneously with the execution hereof (the “ Closing ”) in Jacksonville, Florida.

3.7 Waiver of Rights . By completing the Closing hereunder, or by making Advances hereunder, Administrative Agent and Lenders do not thereby waive a breach of any warranty or representation made by Borrower hereunder or under any agreement, document, or instrument delivered to Administrative Agent on behalf of Lenders or otherwise referred to herein, and any claims and rights of Lender resulting from any breach or misrepresentation by Borrower are specifically reserved by Administrative Agent and Lenders.

3.8 Conditions for Advances . The making of Advances under the Revolving Credit in any form following the Closing Date is subject to the following conditions precedent (all instruments, documents and agreements to be in form and substance satisfactory to Administrative Agent) following the Closing Date:

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(a) This Agreement and each of the other Loan Documents shall be effective;

(b) No event or condition shall have occurred or become known to Borrower, or would result from the making of any requested Advance, which could reasonably be expected to have a Post-Closing Material Adverse Effect;

(c) No Default or Event of Default then exists or after giving effect to the making of the Advance would exist;

(d) Each Advance is within and complies with the terms and conditions of this Agreement including, without limitation, the notice provisions contained in Section 2.3 ;

(e) No Lien (other than a Permitted Lien) has been imposed on Borrower or any of its Subsidiaries; and

(f) Each representation and warranty set forth in Section 4 and any other Loan Document in effect at such time (as amended or modified from time to time) is then true and correct in all material respects as if made on and as of such date except to the extent such representations and warranties are made only as of a specific earlier date.

SECTION 4

REPRESENTATIONS AND WARRANTIES

To induce Administrative Agent and each Lender to complete the Closing and make the initial Advances under the Revolving Credit and Loans to Borrower, Borrower warrants and represents to Administrative Agent and each Lender that:

4.1 Organization and Validity .

(a) Borrower (i) is a corporation, duly organized and validly existing under the laws of the State of Delaware, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not reasonably be expected to have a Material Adverse Effect.

(b) The making and performance of this Agreement and the other Loan Documents will not violate any Requirement of Law, or the charter, minutes or bylaw provisions of Borrower, or violate or result in a default (immediately or with the passage of time) under any material contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. Borrower is not in violation of any term of any material agreement or instrument to which it is a party or by which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicable.

(c) Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable.

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(d) This Agreement, the Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

4.2 Places of Business . As of the Closing Date, the only places of business of Borrower and each of its Subsidiaries, and the places where each of Borrower and its Subsidiaries keeps and intends to keep its Property, are at the addresses shown on Schedule 4.2 . Schedule 4.2 also lists each jurisdiction in which Borrower and each Subsidiary is duly qualified to transact business as of the Closing Date. With respect to each of the place of business listed on Schedule 4.2 , Borrower or such Subsidiary is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in the state in which such place of business is located, except where the failure to so qualify could not reasonable be expected to have a Material Adverse Effect.

4.3 Pending Litigation . Except as set forth on Schedule 4.3 :

(a) There are no judgments or judicial or administrative orders or proceedings pending, or to the knowledge of Borrower, threatened, against Borrower or any of its Subsidiaries in any court or before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

(b) To the knowledge of Borrower, there are no investigations (administrative, civil or criminal) pending or threatened against Borrower or any of its Subsidiaries in any court or before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries is in default with respect to any order of any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

(c) To the knowledge of Borrower, no shareholder or executive officer of Borrower or any of its Subsidiaries has been indicted in connection with or convicted of engaging in any criminal conduct, or is currently subject to any lawsuit or proceeding or under investigation in connection with any anti-racketeering or other conduct or activity which may result in the forfeiture of any property to any Governmental Authority.

4.4 Title to Properties . Except as set forth on Schedule 4.4 , Borrower and each of its Subsidiaries has good and marketable title in fee simple (or its equivalent under applicable law) to all the Property it owns, free from Liens and free from the claims of any other Person, except for Permitted Liens.

4.5 Governmental Consent . Except as set forth on Schedule 4.5 , neither the nature of Borrower or any of its Subsidiaries or of Borrower’s or any of its Subsidiaries’ business or Property, nor any relationship between Borrower or any of its Subsidiaries and any other Person, nor any circumstance affecting Borrower or any of its Subsidiaries in connection with the issuance or delivery of this Agreement, the Notes or any other Loan Documents is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority on the part of Borrower, except where a consent, approval, authorization, filing, registration or qualification has been obtained or where the failure to do so could not have reasonably expected to have a Material Adverse Effect.

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4.6 Taxes . All material tax returns required to be filed by Borrower and its Subsidiaries in any jurisdiction have been filed or extended, and all taxes, assessments, fees and other governmental charges upon Borrower or any of its Subsidiaries, or upon any of its Property, income or franchises, which are shown to be due and payable on such returns have been paid, except for those taxes being contested in good faith with due diligence by appropriate proceedings for which appropriate reserves have been maintained under GAAP and as to which no Lien has been entered. Except as set forth on Schedule 4.6 , as of the Closing Date, Borrower is not aware of any proposed additional tax assessment or tax to be assessed against or applicable to Borrower or any of its Subsidiaries.

4.7 Financial Statements . The annual audited consolidated (if applicable) balance sheet of Borrower as of December 31, 2012, and the related statements of profit and loss, stockholder’s equity and cash flow as of such date accompanied by reports thereon from Borrower’s independent certified public accountants (complete copies of which have been delivered to Administrative Agent), and the interim consolidated (if applicable) balance sheet of Borrower as of March 31, 2013, and the related statements of profit and loss, stockholder’s equity and cash flow as of such date have been prepared in accordance with GAAP and present fairly the financial position of Borrower as of such dates and the results of its operations for such periods. The fiscal year for Borrower ends on December 31. Borrower’s federal tax identification number and state organizational identification number for UCC purposes are as shown on the Perfection Certificate for Borrower and each Guarantor.

4.8 Full Disclosure . The financial statements referred to in Section 4.7 do not, nor does any other written statement of Borrower to Lender in connection with the negotiation of the Loans, contain, to the knowledge of Borrower, any untrue statement of a material fact. Such statements do not omit a material fact, the omission of which would make the statements contained therein misleading.

4.9 Subsidiaries . As of the Closing Date, Borrower has no Subsidiaries other than those specifically disclosed in Schedule 4.9 . All of the outstanding Capital Stock of each of Borrower’s Subsidiaries has been validly issued, is fully paid and nonassessable and is owned by Borrower or the applicable Subsidiary and in the amounts, each as specified on Schedule 4.9 , and free and clear of all Liens except those created under the Security Documents.

4.10 Government Regulations .

(a) The use of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U.

(b) Except as set forth on Schedule 4.10(b) , Borrower is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

4.11 Employee Benefits . Except as set forth on Schedule 4.11 :

(a) As of the date hereof, no employee benefit pension plan as defined in Section 3(2) of ERISA which is covered by Section 412 of the Internal Revenue Code or Section 302 or Title IV of ERISA and which is maintained by Borrower or any Subsidiary of Borrower or under which Borrower or any Subsidiary of Borrower could have any liability under ERISA (a “ Pension Plan ”) (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including

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all applicable rulings and regulations thereunder except where a failure to so comply is not reasonably expected to result in a material liability to Borrower, (iii) has engaged in or been involved in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would be reasonably expected to subject Borrower to any material liability, or (iv) has been terminated if such termination would subject Borrower to any material liability.

(b) Neither Borrower nor any Subsidiary of Borrower has assumed, or received notice of a claim asserted against Borrower or any Subsidiary of Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any “multi-employer pension plan” within the meaning of Section 3(37) of ERISA), either as a participating employer or as a member of any Controlled Group (as defined in ERISA).

(c) Borrower and each Subsidiary of Borrower has timely made all contributions when due with respect to any multi-employer pension plan in which it participates and no event has occurred triggering a claim against Borrower or any Subsidiary of Borrower for withdrawal liability pursuant to Title IV of ERISA with respect to any multi-employer pension plan in which Borrower participates.

(d) All Pension Plans and multi-employer pension plans in which Borrower or any Domestic Subsidiary of Borrower participates are shown on Schedule 4.11 .

4.12 Business Interruptions . Except as set forth on Schedule 4.12 :

(a) Within five (5) years prior to the date hereof, none of the business, Property or operations of Borrower or any Subsidiary of Borrower have been materially and adversely affected in any way by any casualty, strike, lockout, combination of workers, order of the United States of America, or any state or local government, or any political subdivision or agency thereof, directed against Borrower or any Subsidiary of Borrower.

(b) Except as could not reasonably be expected to have a Material Adverse Effect, there are no pending or, to Borrower’s knowledge, threatened labor disputes, strikes, lockouts or similar occurrences or grievances affecting Borrower or any Subsidiary of Borrower. No labor contract of Borrower or any Subsidiary of Borrower is scheduled to expire prior to the Revolving Credit Maturity Date.

4.13 Intellectual Property . Except as set forth on Schedule 4.13 :

(a) Borrower and/or each Subsidiary owns, or is licensed or otherwise possesses legal rights under all Intellectual Property, and all patents, patent applications, trademarks, trade names, service marks, trade dress, copyrights, domain names, mask works, schematics, technology, know-how, trade secrets, confidential information, customer lists, technical information, technical data, process technology, plans, drawings and blue prints, inventions, algorithms, devices, systems, processes, computer software programs and applications to the extent the same are used in and are material to the respective businesses of Borrower and/or any Subsidiary.

(b) Schedule 4.13 lists, as of the Closing Date, all: (i) patents, patent applications (“ Patent Rights ”), registered and common law trademarks and service marks, and registered copyrights owned by Borrower and/or each Subsidiary (“ Scheduled Intellectual Property ”), including where applicable the jurisdictions, both domestic and foreign, in which each such item of Intellectual Property has been issued or registered or in which any application for such issuance and registration has been filed; (ii) written licenses, sublicenses and other agreements as to which Borrower or any Subsidiary is a party

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and pursuant to which any Person is authorized to use any Intellectual Property owned by Borrower other than Standard Outbound IP Licenses; (iii) written licenses, sublicenses and other agreements to which Borrower or any Subsidiary is a party and pursuant to which Borrower or any Subsidiary is authorized to use any third party’s Intellectual Property (other than, with respect to such software, off-the-shelf commercial or shrinkwrap software or open source software) (“ Third Party Intellectual Property Rights ”) that are incorporated or used in any product or service of Borrower and/or each Subsidiary or which are material to their respective operations other than Standard Inbound IP Licenses; and (iv) all agreements to which Borrower or any Subsidiary is a party that provide for an optional or contingent license, sublicense or other agreement as described in clauses (ii) or (iii) above in this Section 4.13(b) .

(c) To Borrower’s knowledge, all Scheduled Intellectual Property material to its operations is valid, enforceable, has been duly maintained, is in full force and effect, and has not been cancelled, expired or abandoned.

(d) None of the Patent Rights were developed under a funding agreement with the Government of the United States of America or with any state governments, pursuant to which the government of the United States of America or any state governments has rights relative thereto.

(e) Neither Borrower nor any Subsidiary has received any notice from, or demand or claim by, any third party that any of the Intellectual Property material to its operations, including any Patent Rights are not solely owned by Borrower or any Subsidiary of Borrower or that the Patent Rights are subject to a license.

(f) No allowable or allowed subject matter of the Patent Rights listed in Schedule 4.13 owned or held by Borrower or any Subsidiary, in whole or in part, is subject to any competing or interfering claims by any third party (but excluding any patent claims issued to any third parties by the United States Patent and Trademark Office), or claims of ownership by any third party. To the knowledge of Borrower, no allowable or allowed subject matter of the Patent Rights listed in Schedule 4.13 subject to any exclusive license held by Borrower or any Subsidiary, in whole or in part, is subject to any competing or interfering claims by any third party (but excluding any patent claims issued to any third parties by the United States Patent and Trademark Office), or claims of ownership by any third party. No allowable or allowed subject matter of such Patent Rights has been the subject of any interference, re-examination or opposition proceedings or any other post-grant proceedings and, to Borrower’s knowledge, there is no reasonable basis for any such interference, reexamination or opposition proceedings or any other post-grant proceedings.

(g) Borrower has taken all action necessary to maintain the enforceability and registration of all Scheduled Intellectual Property material to the operation of Borrower and/or each Subsidiary.

(h) All annuities, maintenance fees or other fees necessary to maintain the pendency or right to assert the Patent Rights and Trademarks due on or before the date hereof have been paid according to proper entity status in the relevant jurisdiction.

(i) The registrations to Patent Rights and Trademarks material to its operations are in good standing and none of the Patent Rights or Trademarks have lapsed, been disclaimed or otherwise voluntarily limited in scope, or been dedicated to the public.

(j) Neither Borrower nor any Subsidiary has received any invitation to license or written charge, complaint, claim, demand or notice that Borrower or any Subsidiary has infringed, misappropriated, or acted in conflict with any of the Intellectual Property material to its operations owned by any third party. To Borrower’s knowledge, neither Borrower nor any Subsidiary has infringed, misappropriated, or acted in conflict with any of the Intellectual Property material to its operations owned by any third party.

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(k) To Borrower’s knowledge, there is no unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property rights, in any such case, material to its operations, of Borrower and/or any Subsidiary, or any Third Party Intellectual Property Rights material to its operations to the extent exclusively licensed to Borrower and/or any Subsidiary, by any third party, including any employee or former employee of Borrower and/or any Subsidiary.

(l) Neither Borrower nor any Subsidiary has, in the three (3) years preceding the date of this Agreement, sent to or contemplated sending to any third party any written charge, complaint, claim, demand or notice asserting that such Person has infringed, misappropriated, or acted in conflict with any of the Intellectual Property owned by Borrower and/or any Subsidiary and material to its operations, nor (to Borrower’s knowledge) is any such infringement, misappropriation, or conflict occurring or threatened nor is Borrower aware of any.

(m) Neither Borrower nor any Subsidiary is, nor will be, as a result of the execution and delivery of this Agreement by Borrower, or the performance of its obligations hereunder, in material breach of any license, sublicense or other agreement.

(n) Borrower has entered into written confidentiality agreements with all employees and third parties to whom Borrower and/or any Subsidiary has disclosed material Borrower-owned confidential Intellectual Property, except where a failure to do so would not have a Material Adverse Effect.

(o) Borrower has not obtained any opinions from its inside or outside legal counsel that any of the material products infringe one or more claims of any third party Intellectual Property.

4.14 Regulatory Compliance . Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 4.14 :

(a) As to Borrower and each of its Subsidiaries, Affiliates and agents, and as to each product subject to the Federal Food, Drug and Cosmetic Act of 1938, and the Public Health Service Act Section 361, as amended, and the regulations of the Food and Drug Administration (the “ FDA ”) promulgated thereunder (the “ FDCA ”) or similar Requirements of Law (each such product, a “ Medical Device ,” a “ Biologic ,” a “ Drug ,” or “ Human Tissue Intended for Transplantation ,” as the case may be, and collectively “ Regulated Products ”)) that is or has been developed, manufactured, tested, distributed or marketed by Borrower and its Subsidiaries, Affiliates and agents are in material compliance with, and each such Regulated Product is being developed, manufactured, tested, distributed and/or marketed in material compliance with, all applicable requirements under the FDCA and other applicable Requirements of Law, including 21 C.F.R. Parts 1270 and 1271 (regulation of Human Cellular and Tissue Products, or HCTP’s), 21 C.F.R. Part 820 (regulation of Medical Devices), the United States National Organ Transplant Act, 42 U.S.C. §274e, the licensing requirements and other applicable Requirements of Law of the several states of the United States, European Union Directives, Medical Device Directive 93/42/EC, EU Directive 2004/23/EC (standards of quality and safety for the donation, procurement, testing, processing, preservation, storage and distribution of human tissues and cells), applicable Requirements of Law of the various member nations of the European Union, American Association of Tissue Banking (AATB) standards, and those Requirements of Law relating to the tissue donor recovery process. Neither Borrower nor any Subsidiary has received any written communication from the FDA or any other Governmental Authority (i) contesting the premarket clearance or approval of, the uses of or the labeling and promotion of any products of Borrower or any of its Subsidiaries or (ii) otherwise alleging any violation applicable to any Regulated Product by Borrower or any of its Subsidiaries, Affiliates or agents of any Requirements of Law.

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(b) All material reports, documents, claims and notices required to be filed, maintained, or furnished to any Governmental Authority by Borrower or any of its Subsidiaries have been so filed, maintained or furnished.

(c) No Regulated Product of Borrower or any of its Subsidiaries has been recalled, withdrawn, suspended or discontinued by Borrower or any of its Subsidiaries in the United States or outside the United States (whether voluntarily or otherwise). No proceedings in the United States or outside of the United States of which Borrower has knowledge (whether completed or pending) seeking the recall, withdrawal, suspension or seizure of any Regulated Product of Borrower or any of its Subsidiaries are pending against Borrower or any of its Subsidiaries nor have any such proceedings been pending at any prior time.

(d) As to each Regulated Product of Borrower or any of its Subsidiaries for which a premarket notification submission under Section 510(k) of the FDCA, premarket approval application, biological license application, new drug application, investigational new drug application or similar state or foreign regulatory application has been cleared or approved, Borrower and its Subsidiaries, Affiliates and agents are in compliance with 21 U.S.C. §§ 355, 360 and 360e, and 42 U.S.C. § 262 and 21 C.F.R. Parts 312, 314, 600, and 601, 807, 812, 814 et seq., as applicable, and similar Requirement of Law and all terms and conditions of such applications, except for any such failure or failures to be in compliance which individually or in the aggregate are not or would not be material. As to each such Regulated Product of Borrower or any of its Subsidiaries, Borrower and the officers, employees or agents of Borrower have included in the application for such Regulated Product of Borrower or any of its Subsidiaries, where required, the certification described in 21 U.S.C. § 335a(k)(1) or any similar Requirement of Law and the list described in 21 U.S.C. § 335a(k)(2) or any similar Requirement of Law, and each such certification and list was true, complete and correct in all material respects when made. In addition, the Borrower and its Subsidiaries, Affiliates and agents are in substantial compliance with all applicable registration and listing requirements set forth in 21 U.S.C. § 360, 42 U.S.C. § 262 and 21 C.F.R. Part 207, 601 and 807 and all similar Requirements of Law.

(e) No article of any Regulated Product manufactured and/or distributed by Borrower or any of its Subsidiaries is (i) adulterated within the meaning of 21 U.S.C. § 351 (or similar Requirement of Law), (ii) misbranded within the meaning of 21 U.S.C. § 352 (or similar Requirement of Law) or (iii) a product that is in violation of 21 U.S.C. §§ 355, 360, 360e and 42 U.S.C. § 262 (or similar Requirement of Law).

(f) Neither Borrower nor any of its Subsidiaries or Affiliates nor, to the knowledge of Borrower, any officer, employee or agent of Borrower or any of its Subsidiaries or Affiliates has made an untrue statement of a material fact or fraudulent statement to the FDA or any other Governmental Authority that primarily regulates Medical Devices, Biologics or Drugs, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority that primarily regulates Medical Devices, Biologics or Drugs, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA or any other Governmental Authority to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar policy. Neither Borrower nor any of its Subsidiaries or Affiliates or, to the knowledge of Borrower, any officer, employee or agent of Borrower or any of its Subsidiaries or Affiliates has been convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. §

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335a(a) or any similar Requirement of Law or authorized by 21 U.S.C. § 335a(b) or any similar Requirement of Law. Neither Borrower nor any of its Subsidiaries or Affiliates nor, to the knowledge of Borrower, any officer, employee or agent of Borrower or any of its Subsidiaries or Affiliates has been convicted of any crime or engaged in any conduct for which such person or entity could be excluded from participating in the federal health care programs under Section 1128 of the Social Security Act of 1935, as amended (the “ Social Security Act ”), or any similar Requirement of Law.

(g) Except for FDA Warning Letter FLA-13-04 dated October 19, 2012, the circumstances and details of which Borrower represents that it has fully disclosed to Administrative Agent, neither Borrower nor any of its Subsidiaries has received any written notice that the FDA or any other Governmental Authority has (i) commenced, or threatened to initiate, any action to withdraw its approval or request the recall of any Regulated Product of Borrower or any of its Subsidiaries, (ii) commenced, or threatened to initiate, any action to enjoin production of any Regulated Product of Borrower or any of its Subsidiaries, (iii) commenced, or threatened to initiate, any action to enjoin the production of any Regulated Product of Borrower or any of its Subsidiaries produced at any facility where any Regulated Product is manufactured, tested or packaged, or (iv) filed a warning letter concerning deviations from the regulations concerning any Regulated Product or the manufacture or distribution thereof.

(h) Borrower and its Subsidiaries are in full compliance with all Medical Device, Drug, Biologic and Human Tissue Intended for Transplantation reporting requirements promulgated by any Governmental Authority, including FDA, for all Regulated Products manufactured or distributed by Borrower or any of its Subsidiaries, except for failures to be in compliance with the foregoing that individually or in the aggregate are not or would not be material.

(i) Borrower and its Subsidiaries are in full compliance with the Federal Anti-Kickback Statute, 42 U.S.C.A. §§ 1320a-7b(b), the Stark Law (42 U.S.C. §§ 1395nn) and the AdvaMed Code of Ethics on Interactions with Health Care Professionals (the “ AdvaMed Code ”), and all of Borrower’s and its Subsidiaries’ contracts, agreements and arrangements with Health Care Professionals (as defined in the AdvaMed Code) are in full compliance with the AdvaMed Code.

4.15 Other Associations . Borrower is not engaged and has no interest in any joint venture or partnership with any other Person except as set forth in Schedule 4.15 or as otherwise permitted by Section 6.7 .

4.16 Environmental Matters . Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 4.16 :

(a) To the best of Borrower’s knowledge after due inquiry, no Property presently owned, leased or operated by Borrower or any Subsidiary of Borrower contains, or has previously contained within the last ten (10) years, any Hazardous Substances in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law.

(b) To the best of Borrower’s knowledge after due inquiry, Borrower and each Subsidiary of Borrower is in compliance, and, for the duration of all applicable statutes of limitations periods, has been in compliance with all applicable Environmental Laws, and there is no contamination at, under or about any properties presently owned, leased, or operated by Borrower or any Subsidiary of Borrower or violation of any Environmental Law with respect to such properties which could reasonably be expected to interfere with any of their continued operations or reasonably be expected to impair the fair saleable value thereof.

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(c) Neither Borrower nor any Subsidiary of Borrower has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance assessment with Environmental Laws and Borrower has no knowledge that any such notice is being overtly threatened.

(d) Hazardous Substances have not been transported or disposed of by Borrower or a Subsidiary of Borrower in a manner or to a location which are reasonably likely to give rise to liability of Borrower or any Subsidiary of Borrower under any Environmental Law.

(e) No judicial proceeding or governmental or administrative action is pending, or to the knowledge of Borrower, threatened under any Environmental Law to which Borrower or any Subsidiary of Borrower is, or to Borrower’s knowledge will be, named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding.

4.17 Regulation O . No director or executive officer of Borrower is a director, executive officer or principal shareholder of Lender. For the purposes hereof the terms “director” “executive officer” and “principal shareholder” (when used with reference to Lender), have the respective meanings assigned thereto in Regulation O issued by the Board of Governors of the Federal Reserve System.

4.18 Material Contracts . Set forth on Schedule 4.18 is a complete and accurate list of all Material Contracts as of the Closing Date, showing as of the date hereof, the name thereof, the parties, the subject matter and the term. Each Material Contract has been duly authorized, executed and delivered by the Borrower or applicable Subsidiary (and to Borrower’s knowledge, by the other parties thereto), is in full force and effect and is binding upon and enforceable against the Borrower and its Subsidiaries that are parties thereto (and to Borrower’s knowledge, against the other parties thereto) in accordance with its terms, except to the extent any such Material Contract expires or otherwise terminates in accordance with its terms (other than a termination as a result of breach or default).

4.19 Solvency . After giving effect to the transactions contemplated under this Agreement (including, without limitation, the acquisition of Pioneer Surgical Technologies), Borrower and its Subsidiaries, taken as a whole, are solvent, are able to pay its debts as they become due, and have capital sufficient to carry on its business and all businesses in which it is about to engage, and now owns Property having a value both at fair valuation and at present fair saleble value greater than the amount required to pay Borrower’s debts. Borrower will not be rendered insolvent by the execution and delivery of this Agreement or any of the other Loan Documents executed in connection with this Agreement or by the transactions contemplated hereunder or thereunder.

4.20 Perfection and Priority . This Agreement and the other Loan Documents are effective to create in favor of Administrative Agent legal, valid and enforceable Liens in all right, title and interest of Borrower and the Subsidiaries in the Collateral, and when financing statements have been filed in the offices of the respective jurisdiction of organization under Borrower’s and each Subsidiary’s name, Borrower and each Guarantor will have granted to Administrative Agent and Administrative Agent will have for the benefit of Lenders perfected first priority Liens in the Collateral, superior in right to any and all other Liens, existing or future.

4.21 Commercial Tort Claims . Except as set forth on Schedule 4.21 , as of the Closing Date, neither Borrower nor any Subsidiary of Borrower is a party to any Commercial Tort Claims.

4.22 Letter of Credit Rights . As of the Closing Date, neither Borrower nor any Subsidiary of Borrower has any Letter of Credit Rights.

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4.23 Export Control Laws . Borrower and each Subsidiary has conducted its export transactions in material compliance with applicable provisions of United States export control laws and regulations. Without limiting the foregoing: (a) Borrower and each Subsidiary has obtained all export licenses and other approvals required for its exports of products, software and technologies from the United States; (b) Borrower and each Subsidiary is in material compliance with the terms of all applicable export licenses or other approvals; (c) there are no pending or, to the knowledge of Borrower, claims threatened in writing against Borrower or any Subsidiary with respect to such export licenses or other approvals; and (d) there are no material actions, conditions or circumstances pertaining to the Borrower’s or any Subsidiary’s export transactions that would reasonably be expected to give rise to any future claims.

4.24 Foreign Corrupt Practices Act . None of Borrower or any Subsidiary or any predecessor, or, to the knowledge of Borrower, any employee, representative or other Person associated with or acting on behalf of Borrower or any Subsidiary or any predecessor has, directly or indirectly, (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, (c) established or maintained a secret or unrecorded fund, participated in or co-operated with an international boycott as defined in Section 999 of the Code, (d) violated any provision of (i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules, regulations and guidance promulgated thereunder, (ii) the U.K. Bribery Act of 2010, as amended, and the rules, regulations and guidance promulgated thereunder or (iii) any other similar applicable Requirement of Law relating to corruption or bribery, or (e) made any bribe, rebate, payoff, influence, payment, kickback or other similar unlawful payment of any nature.

4.25 Anti-Terrorism Laws .

(a) Neither Borrower nor any Affiliate of Borrower is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(b) Neither Borrower nor any Affiliate of Borrower, or to Borrower’s knowledge, any of its respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder, is any of the following (each, a “ Blocked Person ”):

(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224;

(v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

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(vi) a Person who is affiliated with a Person listed above.

SECTION 5

BORROWER’S AFFIRMATIVE COVENANTS

Borrower covenants that until all of the Obligations due under the Loan Documents are paid and satisfied in full and the Revolving Credit has been terminated, that:

5.1 Payment of Taxes and Claims . Borrower and each of its Subsidiaries shall pay, before they become delinquent, all material taxes, assessments and governmental charges, or levies imposed upon it, or upon Borrower’s and each of its Subsidiaries’ Property, and all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other Persons entitled to the benefit of statutory or common law Liens which, in any case, if unpaid, would result in the imposition of a Lien upon its Property; provided , however , that Borrower or any Subsidiary of Borrower shall not be required to pay any such tax, assessment, charge, levy, claim or demand if the amount, applicability or validity thereof, shall at the time be contested in good faith and by appropriate proceedings by Borrower or such Subsidiary, and if Borrower or such Subsidiary shall have set aside on its books adequate reserves in respect thereof, if so required in accordance with GAAP and which deferment of payment is permissible so long as no Lien other than a Permitted Lien has been entered and the same could not reasonably be expected to have a Material Adverse Effect.

5.2 Maintenance of Properties and Insurance .

(a) Property . Borrower and each of its Subsidiaries shall maintain its Property in good condition (normal wear and tear and casualty and condemnation excepted) make all reasonably necessary renewals, replacements, additions, betterments and improvements thereto consistent with industry and past practice and will pay and discharge when due the cost of repairs and maintenance to its Property, and will pay all rentals when due for all real estate leased by Borrower and each of its Subsidiaries, to the extent material to its operations.

(b) Property Insurance, Public and Products Liability Insurance . Borrower and each of its Subsidiaries shall maintain insurance (i) on all insurable tangible Property against fire, flood, casualty and such other hazards (including, without limitation, extended coverage, workmen’s compensation, boiler and machinery, with inflation coverage by endorsement) and (ii) against public liability, product liability and business interruption, in each case in such amounts, with such deductibles and with such insurers as are customarily used by companies operating in the same industry as Borrower from insurers acceptable to Administrative Agent and with an AM Best rating of no lower than A-. At or prior to Closing, Borrower shall furnish Administrative Agent with duplicate original policies of insurance or such other evidence of insurance as Administrative Agent may require, and any certificates of insurance shall be issued on Accord Form-27. In the event Borrower or any of its Subsidiaries fails to procure or cause to be procured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, Administrative Agent may do so for Borrower, but Borrower shall continue to be liable for the same. The policies of all such casualty insurance shall contain standard lender’s loss payable clauses (and, with respect to liability and interruption insurance, additional insured clauses) issued in favor of Administrative Agent on behalf of and for the benefit of Lenders under which all losses thereunder shall be paid to Administrative Agent, on behalf of and for the benefit of Lenders, as Lenders’ interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without thirty (30) days prior written notice to Administrative Agent and shall insure

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Administrative Agent notwithstanding the act or neglect of Borrower. Insurance proceeds paid to the Administrative Agent shall be made available to permit the restoration of damage with such proceeds to all Property; provided , however , that following the occurrence and continuance of an Event of Default, Borrower hereby appoints Administrative Agent as Borrower’s and each of its Subsidiaries’ attorney-in-fact, exercisable at Administrative Agent’s option to endorse any check which may be payable to Borrower or any Subsidiary in order to collect the proceeds of such insurance on behalf of and for the benefit of Lenders, and, pursuant to the provisions of this Section 5.2(b) such proceeds may be applied by Administrative Agent, in its sole discretion, to any Obligations or to repair, reconstruct or replace the loss of or damage to Property as Administrative Agent in its discretion may from time to time determine. Borrower further covenants that all insurance premiums owing under its current policies have been paid. Borrower shall notify Administrative Agent immediately upon Borrower’s or any of its Subsidiaries’ receipt of a notice of termination, cancellation, or non-renewal from its insurance company of any such policy.

5.3 Financial Records . Borrower and each of its Subsidiaries shall keep current and accurate books of records and accounts in which full and correct entries will be made of all of its material business transactions, and will reflect in its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP. Borrower shall not change its fiscal year end date without the prior written consent of Administrative Agent.

5.4 Corporate Existence and Rights . Borrower shall do (or cause to be done) all things necessary to preserve and keep in full force and effect its and each of its Subsidiaries existence, good standing, rights and franchises, except to the extent a failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower shall (and Borrower shall cause each of its Subsidiaries to) obtain and maintain any and all licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property or the conduct of its businesses.

5.5 Compliance with Laws . Borrower and each of its Subsidiaries shall: (a) be in compliance in all material respects with any and all Requirements of Law to which it is subject, whether foreign, federal, state or local, including, without limitation, Environmental Laws and Requirements of Law applicable to Regulated Products; and (b) timely satisfy all assessments, fines, costs and penalties imposed (after exhaustion of all appeals, provided a stay has been put in effect during such appeal) by any Governmental Authority against Borrower or any of its Subsidiaries or any Property of Borrower or any of its Subsidiaries, except where (i) Borrower or such Subsidiary is contesting any Requirement of Law in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply could not reasonably be expected to have a Material Adverse Effect.

5.6 Business Conducted . Borrower shall continue in the business presently operated by it using its best efforts to maintain its customers and goodwill. Neither Borrower nor any of its Subsidiaries shall engage, directly or indirectly, in any material respect in any line of business substantially different from the businesses conducted by Borrower immediately prior to the Closing Date.

5.7 Litigation . Borrower shall give prompt notice to Administrative Agent of any litigation claiming in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00) from Borrower or any of its Subsidiaries, or which could reasonably be expected to have a Material Adverse Effect.

5.8 Issue Taxes . Borrower and each of its Subsidiaries shall pay all taxes (other than taxes based upon or measured by any Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the recording of any lien documents. The obligations of Borrower hereunder shall survive the payment of Borrower’s Obligations hereunder and the termination of this Agreement.

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5.9 Bank Accounts . As soon as reasonably practicable but in no event later than one hundred eighty (180) days following the Closing Date, Borrower and each of its Subsidiaries shall maintain its primary depository and disbursement account(s) with Administrative Agent.

5.10 Employee Benefit Plans . Borrower and each of its Subsidiaries shall (a) fund all of its Pension Plan(s) in a manner that will satisfy the minimum funding standards of Section 302 of ERISA, (b) furnish Administrative Agent, promptly upon Administrative Agent’s request, with copies of all reports or other statements filed with the United States Department of Labor, the PBGC or the IRS with respect to all Pension Plan(s), or which Borrower, or any member of a Controlled Group, may receive from the United States Department of Labor, the IRS or the PBGC, with respect to all such Pension Plan(s), and (c) promptly advise Administrative Agent of the occurrence of any reportable event (as defined in Section 4043 of ERISA, with respect to any Pension Plan, other than a reportable event for which the thirty (30) day notice requirement has been waived by the PBGC) or a non-exempt prohibited transaction (under Section 406 of ERISA or Section 4975 of the Code) with respect to any such Pension Plan(s) and for which Borrower or any of its Subsidiaries could reasonably be expected to incur a material liability, and the action which Borrower proposes to take with respect thereto. Borrower and each of its Subsidiaries will make all contributions when due with respect to any multi-employer pension plan in which it participates and will promptly advise Administrative Agent upon (x) its receipt of notice of the assertion against Borrower or any of its Subsidiaries of a claim for withdrawal liability, (y) the occurrence of any event which, to the best of Borrower’s knowledge, would trigger the assertion of a claim for withdrawal liability against Borrower or any of its Subsidiaries, and (z) upon the occurrence of any event which, to the best of Borrower’s knowledge, would be reasonably expected to trigger an indirect withdrawal liability (through a controlled group of which) Borrower or any of its Subsidiaries is a member under Title IV of ERISA, whether liquidated or contingent.

5.11 New Subsidiaries . Each newly-created or newly-acquired Domestic Subsidiary of Borrower shall, within fifteen (15) days of such creation or acquisition, become a party to the applicable Loan Documents by executing and delivering to the Administrative Agent a counterpart of a joinder agreement and providing such other documentation as the Administrative Agent shall deem reasonably appropriate for such purpose, including, without limitation, amendments to the Security Documents or any other applicable Loan Document, and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of, inter alia, the joinder agreement), all in form, content and scope reasonably satisfactory to the Administrative Agent. In such event, the Administrative Agent is hereby authorized by the parties hereto to amend Schedule 4.9 to include each such new Subsidiary.

5.12 Financial Covenants . Borrower shall maintain and comply with the following financial covenants:

(a) Minimum Fixed Charge Coverage Ratio . Borrower, on a consolidated basis, shall maintain a minimum Fixed Charge Coverage Ratio of not greater than 1.25 to 1.0, measured quarterly as of each Quarter End, on a trailing four (4) Quarter basis.

(b) Leverage Ratio . Borrower, on a consolidated basis, shall maintain a Leverage Ratio, measured as of each Quarter End, on a trailing four (4) Quarter basis, as follows: (i) for the period from the Closing Date through December 31, 2014, 2.75 to 1.0; and (ii) for the period from and after December 31, 2014, 2.5 to 1.0.

5.13 Minimum Unrestricted Cash . The Borrower, on a consolidated basis, shall maintain at all times Unrestricted Cash in an amount of at least Ten Million and 00/100 Dollars ($10,000,000.00).

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(a) Financial Statements and Collateral Reports . Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:

(i) within forty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;

(ii) within seventy-five (75) days after the end of each fiscal year of Borrower, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13 , together with copies of any management letters provided by such accountants to management of Borrower;

(iii) within fifteen (15) days of the end of each Quarter, Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agent; and

(iv) within fifteen (15) days of filing with the applicable Government Authority, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;

(b) Notice of Event of Default . Promptly upon becoming aware of the existence of any condition or event which constitutes a Default (if the same is continuing) or an Event of Default under this Agreement, a written notice specifying the nature and period of existence thereof and what action Borrower is taking (and proposes to take) with respect thereto;

(c) Notice of Claimed Default . Promptly upon receipt by Borrower, written notice of default given to Borrower by any creditor for Indebtedness for borrowed money with an aggregate amount in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00), otherwise holding long term Indebtedness of Borrower; and

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(d) Securities and Other Reports . If Borrower shall be required to file reports with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, promptly upon its becoming available, one copy of each financial statement, report, notice or proxy statement sent by Borrower to stockholders generally, and a copy of each regular or periodic report, and any registration statement, or prospectus in respect thereof, filed by Borrower with any securities exchange or with federal or state securities and exchange commissions or any successor agency.

5.15 Officers’ Certificates . Along with the set of financial statements delivered to Administrative Agent at the end of each fiscal quarter pursuant to Section 5.14(a)(i) and the annual financial statements delivered pursuant to Section 5.14(a)(ii) , Borrower shall deliver to Administrative Agent a certificate (“ Covenant Compliance Certificate ”) (in the form of Exhibit E ) from the chief financial officer, chief executive officer or president of Borrower (and as to certificates accompanying the annual financial statements of Borrower, also certified by Borrower’s independent certified public accountant) setting forth:

(a) Event of Default . That the signer has reviewed the relevant terms of this Agreement, and has made (or caused to be made under his/her supervision) a review of the transactions and conditions of Borrower from the beginning of the accounting period covered by the financial statements being delivered therewith to the date of the certificate, and that such review has not disclosed the existence during such period of any condition or event which constitutes a Default or an Event of Default or, if any such condition or event exists, specifying the nature and period of existence thereof and what action Borrower has taken or proposes to take with respect thereto.

(b) Covenant Compliance . The information (including detailed calculations) required in order to establish that Borrower is in compliance with the requirements of Section 5.14 as of the end of the period covered by the financial statements delivered.

5.16 Audits and Inspection; Appraisals . Borrower shall permit any of Administrative Agent’s officers or other representatives to visit and inspect on one (1) occasion during any twelve (12)-month period (unless an Event of Default has occurred and is continuing in which case such limitation shall not be applicable)upon reasonable notice during business hours any of the locations of Borrower and each of its Subsidiaries (provided that, while an Event of Default exists, Administrative Agent may make such visits and inspections at any time without prior notice) to examine and audit all of Borrower’s Property, books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants all at Borrower’s expense at the standard rates charged by Administrative Agent for such activities (including with respect to any field examinations), plus Administrative Agent’s reasonable out-of-pocket expenses (all of which amounts shall be Expenses). Administrative Agent may, in its discretion require Inventory appraisals if an Event of Default exists, at Borrower’s sole cost and expense. Appraisals shall be done by an appraiser reasonably acceptable to Administrative Agent and shall be in form and substance satisfactory to Administrative Agent.

5.17 Tax Returns, Financial Statements and Other Reports . Borrower further agrees that, if requested by Administrative Agent, it shall promptly furnish Administrative Agent with copies of all reports filed with any federal, state or local Governmental Authority.

5.18 Information to Participant . Administrative Agent may divulge to any participant, assignee or co-lender or prospective participant, assignee or co-lender it may obtain in the Revolving Credit or Term Loan or any portion thereof, all information, and furnish to such Person copies of any reports, financial statements, certificates, and documents obtained under any provision of this Agreement, or related agreements and documents, subject to Section 9.23 .

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5.19 Material Adverse Developments . Borrower agrees that promptly upon becoming aware of any development or other information outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a Post-Closing Material Adverse Effect it shall give to Administrative Agent notice specifying the nature of such development or information and such anticipated effect.

5.20 Places of Business . Borrower shall give thirty (30) days prior written notice to Administrative Agent of any changes in the location of any of Borrower’s or any of its Subsidiaries’ respective places of business, of the places where records concerning its Accounts or where its Inventory are kept, or the establishment of any new, or the discontinuance of any existing place of business; provided that Borrower may not establish its principal place of business outside of the United States.

5.21 Commercial Tort Claims . Borrower will immediately notify Administrative Agent in writing in the event that Borrower or any its Subsidiaries becomes a party to or obtains any rights with respect to any Commercial Tort Claim with a value in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00). Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. Borrower shall execute and deliver to Administrative Agent all documents and/or agreements necessary to grant Administrative Agent a security interest in such Commercial Tort Claim to secure the Obligations. Borrower authorizes Administrative Agent to file (without Borrower’s signature) initial financing statements or amendments, as Administrative Agent deems necessary to perfect its security interest in the Commercial Tort Claim.

5.22 Letter of Credit Rights . Borrower shall provide Administrative Agent with written notice of any letters of credit with a value in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00) for which Borrower or any of its Subsidiaries is the beneficiary. Borrower shall execute and deliver (and use commercially reasonable efforts to cause to be executed or delivered) to Administrative Agent all documents and agreements as Administrative Agent may request in order to obtain and perfect its security interest in such Letter of Credit Rights.

5.23 Cross-Default . THE LOANS CONTEMPLATED BY THIS AGREEMENT SHALL BE CROSS-DEFAULTED WITH ALL OTHER EXISTING AND FUTURE NOTES AND OTHER LOAN DOCUMENTS FROM BORROWER TO ANY LENDER (COLLECTIVELY, THE “ ADDITIONAL LOAN DOCUMENTS ”), WHEREBY (a) AN EVENT OF DEFAULT UNDER ANY OF THE ADDITIONAL LOAN DOCUMENTS SHALL BE DEEMED AN EVENT OF DEFAULT UNDER THIS AGREEMENT AND ALL LOAN DOCUMENTS, AND (b) AN EVENT OF DEFAULT UNDER THIS AGREEMENT OR ANY LOAN DOCUMENTS SHALL BE DEEMED AN EVENT OF DEFAULT UNDER ALL ADDITIONAL LOAN DOCUMENTS.

SECTION 6

BORROWER’S NEGATIVE COVENANTS

Borrower covenants that until all of the Obligations due under the Loan Documents are paid and satisfied in full and the Revolving Credit has been terminated, that:

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6.1 Mergers, Consolidation, and Acquisitions .

(a) Neither Borrower nor any Subsidiary shall merge, dissolve, liquidate, consolidate with or into another Person or make an Asset Sale of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, or acquire all or substantially all of the assets or more than fifty percent (50%) of the Capital Stock of any other Person (or other interest that would require consolidation of the acquired Person with the Borrower under GAAP).

(b) Notwithstanding Section 6.1(a) , Borrower or a Subsidiary may (x) consummate the transactions contemplated by the Pioneer Surgical Technologies Merger Agreement and (y) acquire all or substantially all the assets of a Person or line of business of such Person, or not less than fifty-one percent (51%) of the Capital Stock of a Person (referred to herein as the “ Acquired Entity ”); provided that, with respect to any such transaction pursuant to clause (y):

(i) at the time of such acquisition, no Default or Event of Default has occurred and is continuing, and such acquisition will not otherwise create a Default or an Event of Default hereunder;

(ii) in any merger or consolidation, the surviving Person shall be either Borrower or a Subsidiary;

(iii) the business to be acquired is predominantly in the same line of business as Borrower, or in businesses reasonably related or incidental thereto;

(iv) the board of directors and (if required by applicable law) the shareholders, or the equivalent of each thereof, of the business to be acquired have approved such acquisition as evidenced by written resolutions or consents evidencing such approval;

(v) (A) in the case of an asset acquisition, all of the assets acquired shall be acquired by Borrower or by a Domestic Subsidiary, and such Domestic Subsidiary shall, within fifteen (15) days thereafter (or such longer period approved by the Administrative Agent), become a Guarantor hereunder in accordance with Section 5.11 , if it is not already a Guarantor, and shall pledge (or cause to be pledged) all of its assets to the Administrative Agent for the benefit of Lenders or (B) in the case of an acquisition of one hundred percent (100%) of the Capital Stock of the acquired company, such acquired company shall, within fifteen (15) days thereafter (or such longer period approved by the Administrative Agent), become a Guarantor in accordance with Section 5.11 and shall grant a first priority security interest (or cause to be granted a first priority security interest) in all of its assets to the Administrative Agent for the benefit of the Lenders, or such acquired company shall be merged with and into Borrower or a Guarantor (which shall be the surviving entity) and (C) in all such cases, such Person shall otherwise comply with the provisions of Section 5.11 and the other provisions of this Agreement; and

(vi) the cash consideration to be paid by Borrower or the applicable Domestic Subsidiary in connection with any acquisition or series of related acquisitions (including in such cash consideration any deferred cash payments, contingent or otherwise, and the aggregate amount of all liabilities assumed or, in the case of an acquisition of the Capital Stock of the acquisition target, including all liabilities of such acquisition target shall not exceed the Maximum Acquisition and Investment Amount (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.1(b) being referred to as a “ Permitted Acquisition ”).

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6.2 Dispositions . Neither Borrower nor any of its Subsidiaries shall make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete, abandoned, or worn out or no longer useful property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of Inventory in the ordinary course of business;

(c) casualty events or condemnations to the extent such events are deemed to constitute Dispositions;

(d) compromise and settlement of accounts receivable of disputed accounts and accounts of insolvent customers to the extent such compromise and settlement is made in the ordinary course of business in amounts;

(e) Dispositions of accounts receivable for purposes of collection in the ordinary course of business;

(f) the termination of any lease, sublease, license or sublicense of real estate to which Borrower or any Subsidiary is party to the extent such real estate is no longer required by such Person in the ordinary course of its business, or the termination of any such lease, sublease, license or sublicense at the end of its applicable term;

(g) Dispositions pursuant to Standard Outbound IP Agreements; or

(h) other Dispositions of property with an aggregate value not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) during any calendar year.

6.3 Liens and Encumbrances . Neither Borrower nor any of its Subsidiaries shall: (a) execute a negative pledge agreement with any Person covering any of its Property, or (b) cause or permit or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), its Property (including, without limitation, the Collateral), whether now owned or hereafter acquired, to be subject to a Lien or be subject to any claim except for Permitted Liens.

6.4 Transactions With Affiliates .

(a) Borrower shall not enter into any transaction with any Affiliate, including, without limitation, the purchase, sale, or exchange of Property, or the loaning or giving of funds to any Affiliate unless: (i) such Affiliate is engaged in a business substantially related to the business conducted by Borrower and the transaction is in the ordinary course of and pursuant to the reasonable requirements of Borrower’s business and upon terms substantially the same and no less favorable to Borrower as it would obtain in a comparable arm’s length transactions with any Person not an Affiliate, and so long as such transaction is not prohibited hereunder; (ii) such Affiliate is a Subsidiary (other than RTI Donor Services); (iii) such transaction is the issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the Preferred Stock Investment Agreement and the other transactions contemplated by the Waterstreet Agreements; or (iv) such transaction is intended for incidental administrative purposes.

(b) Borrower shall not create or acquire any Subsidiary except (i) as otherwise provided in this Agreement or (ii) in compliance with Section 5.11 .

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6.5 Guarantees . Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection, neither Borrower nor any of its Subsidiaries shall become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any manner, whether as guarantor, surety, accommodation maker, or otherwise, for the existing or future Indebtedness of any kind of any Person, other than Permitted Indebtedness.

6.6 Distributions, Bonuses and Other Indebtedness . Except for Distributions on the Preferred Stock in accordance with this Agreement and Distributions by any Subsidiary of Borrower to Borrower or a Domestic Subsidiary of Borrower, Borrower shall not: (a) declare or pay or make any forms of Distribution to holders of Borrower’s Capital Stock; (b) declare or pay any bonus compensation to its officers if an Event of Default exists or would result from the payment thereof; (c) hereafter incur or become liable for any Indebtedness other than Permitted Indebtedness; or (d) make any payments on Subordinated Debt, if any, not permitted by the applicable Subordination Agreement. The previous provisions to the contrary notwithstanding, the Borrower shall have the right to make Distributions to holders of Borrower’s Capital Stock upon the prior written consent of the Administrative Agent.

6.7 Loans and Investments . Neither Borrower nor any of its Subsidiaries shall make or have outstanding loans, advances, extensions of credit or capital contributions to, or investments in, any Person other than: (a) Permitted Investments; (b) Standard Inbound IP Agreements; (c) loans to Borrower or to Subsidiaries of Borrower; (d) Investments otherwise permitted under Section 6.1(b) ; (e) loans to employees of Borrower and its Subsidiaries existing on the Closing in an aggregate amount of less than One Million and 00/100 Dollars ($1,000,000.00); and (f)Permitted Capital Stock Investment so long as the cash consideration to be paid by Borrower or the applicable Subsidiary in connection with such Permitted Capital Stock Investment does not exceed the Maximum Acquisition and Investment Amount; provided , Borrower shall grant to Administrative Agent a first priority security interest in the Capital Stock acquired as part of such Permitted Capital Stock Investment.

6.8 Use of Name of Lenders . Neither Borrower nor any of its Subsidiaries shall use Administrative Agent’s or any Lender’s name in connection with any of its business operations. Nothing herein contained is intended to permit or authorize Borrower to make any contract on behalf of Administrative Agent or any Lender.

6.9 Miscellaneous Covenants .

(a) Neither Borrower nor any of its Subsidiaries shall become a party to any contract or agreement which at the time of becoming a party to such contract or agreement would (i) invalidate any of the Loan Documents or (ii) cause an Event of Default under Sections 5.12 or 5.13 (as measured as of the time of becoming a party to such contract or agreement).

(b) Neither Borrower nor any of its Subsidiaries shall carry or purchase any “margin stock” within the meaning of Regulations U, T or X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.

6.10 Jurisdiction of Organization . Borrower shall not change its jurisdiction of organization.

6.11 Preferred Stock . Borrower shall not amend its Certificate of Incorporation, including, without limitation, the Preferred Stock Certificate of Designation, as in effect of the Closing Date in a manner materially adverse to any Lender.

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SECTION 7

DEFAULT

7.1 Events of Default . Each of the following events shall constitute an event of default (each, an “ Event of Default ”):

(a) Payments . If Borrower fails to make any payment of principal or interest under the Obligations within three (3) Business Days of the date such payment is due and payable; or

(b) Other Charges . If Borrower fails to pay any other charges, fees, Expenses or other monetary obligations owing to Lenders arising out of or incurred in connection with this Agreement within three (3) Business Days of the date such payment is due and payable; or

(c) Loan Document Defaults . If Borrower or any other Person (other than any Lender) party to a Loan Document fails to perform, comply with or observe any covenant or undertaking contained in any Loan Document and (other than with respect to the covenants contained in Sections 5.11 and 5.12 and Section 6 (excluding Section 6.9(a) ) for which no cure period shall exist), such failure continues for fifteen (15) days (or in the case of Section 6.9(a) , thirty (30) days) after a responsible officer of Borrower has actual knowledge thereof; or

(d) Uninsured Loss . If there shall occur any uninsured damage to or loss, theft, or destruction in excess of Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate with respect to any portion of any Property of Borrower; or

(e) Warranties or Representations and Financial Statements . If any warranty, representation or other statement by or on behalf of Borrower contained in or pursuant to this Agreement, the other Loan Documents or in any document statement, report, financial statement, certificate, agreement or instrument furnished in compliance with, relating to, or in reference to this Agreement, is false, erroneous, or misleading in any material respect when made; or

(f) Agreements with Others . (i) If Borrower shall default beyond any grace period in the payment of principal or interest of any Indebtedness of Borrower with a principal amount in excess of Five Hundred Thousand and 00/100 Dollars ($500,000.00); or (ii) if Borrower otherwise defaults under the terms of any such Indebtedness if the effect of any such default is to enable the holder of such Indebtedness to accelerate the payment of Borrower’s obligations, which are the subject thereof, prior to the maturity date or prior to the regularly scheduled date of payment; or

(g) Other Agreements with Lender . If Borrower breaches or violates the terms of, or if a default (and expiration of any applicable cure period), or an Event of Default, occurs under, any Interest Hedging Instrument or any other existing or future agreement (related or unrelated) (including, without limitation, the other Loan Documents) between Borrower and Lender; or

(h) Judgments . If any final judgment for the payment of money in excess of One Million and 00/100 Dollars ($1,000,000.00) in the aggregate (i) which is not paid or fully covered by insurance or (ii) for which Borrower has not established a cash or cash equivalent reserve in the full amount of such judgment, shall be rendered by a court of record against Borrower and such judgment shall continue unsatisfied and in effect for a period of thirty (30) consecutive days without being vacated, discharged, satisfied or bonded pending appeal; or

(i) Assignment for Benefit of Creditors . If Borrower makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Borrower; or

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(j) Bankruptcy, Dissolution . Upon the commencement of any action for the dissolution or liquidation of Borrower, or the commencement of any proceeding to avoid any transaction entered into by Borrower, or the commencement of any case or proceeding for reorganization or liquidation of Borrower’s debts under the Bankruptcy Code or any other state or federal law, now or hereafter enacted for the relief of debtors, whether instituted by or against Borrower; provided however, that Borrower shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood that during such thirty (30) day period, Lender shall not be obligated to make Advances hereunder and Lender may seek adequate protection in any bankruptcy proceeding; or

(k) Receiver . Upon the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for any Borrower or for Borrower’s Property; or

(l) Termination of Business . If Borrower ceases any material portion of its business operations as presently conducted; or

(m) Pension Benefits . If Borrower fails to comply with ERISA so that proceedings are commenced to appoint a trustee under ERISA to administer Borrower’s employee plans or the PBGC institutes proceedings to appoint a trustee to administer such plan(s), or a Lien is entered against the Borrower to secure any funding deficiency or claim or a “reportable event” as defined under ERISA occurs (for which notice has not been waived by the PBGC) and any such event or occurrence that results in a Material Adverse Effect; or

(n) Investigations . Borrower has engaged in any type of activity which results in the forfeiture of any material property of Borrower to any governmental entity, federal, state or local; or

(o) Change of Control . If there shall occur a Change of Control; or

(p) Liens . If any Lien in favor of Lender on a material part of the Collateral shall cease to be valid, enforceable and perfected and prior to all other Liens other than Permitted Liens or if Borrower or any Governmental Authority shall assert any of the foregoing.

7.2 Rights and Remedies on Default .

(a) In addition to all other rights, options and remedies granted or available to Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Lender may, in its discretion, withhold or cease making Advances under the Revolving Credit.

(b) In addition to all other rights, options and remedies granted or available to Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent on behalf of Lenders), or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of an Event of Default Administrative Agent on behalf of Lenders may, in its discretion, terminate the Revolving Credit and declare the Obligations (other than any Obligations arising under an Interest Hedging Instrument) immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections 7.1(i) , (j)  or (k)  shall automatically cause an acceleration of the Obligations (other than any Obligations arising under an Interest Hedging Instrument).

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(c) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent on behalf of Lenders), or otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence of an Event of Default, upon Administrative Agent’s request, Borrower shall establish a lockbox with Administrative Agent through which Borrower and its Subsidiaries shall instruct all Account Debtors to make payment on Accounts. Borrower shall execute such agreements as Administrative Agent may require, to establish the lockbox.

(d) In addition to all other rights, options and remedies granted or available to Lender under this Agreement or the Loan Documents (each of which is also then exercisable by Administrative Agent on behalf of Lenders), or otherwise available at law or in equity, upon or at any time after the acceleration of the Obligations following the occurrence and continuation of an Event of Default (other than the rights with respect to clause (iv) below which Administrative Agent may exercise at any time after an Event of Default and regardless of whether there is an acceleration), Lender may, in its discretion, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies):

(i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal authorities to redirect mail addressed to Borrower to an address designated by Administrative Agent); or

(ii) By its own means or with judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with subsection (e) below, without any liability for rent, storage, utilities or other sums, and Borrower shall not resist or interfere with such action; or

(iii) Require Borrower at Borrower’s expense to assemble all or any part of the Collateral (other than real estate or fixtures) and make it available to Administrative Agent at any place designated by Administrative Agent; or

(iv) The right to reduce or modify the Maximum Revolving Credit Limit or to modify the terms and conditions upon which Lender may be willing to consider making Advances under the Revolving Credit or to take additional reserves against the Revolving Credit; or

(v) The right to enjoin any violation of Section 7.1 , it being agreed that each Lender’s remedies at law are inadequate.

(e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Administrative Agent on behalf of Lender without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Administrative Agent’s exercise of its rights and remedies with respect to the

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Collateral, after the occurrence of an Event of Default hereunder. Administrative Agent shall have no obligation to clean up or prepare the Collateral for sale. If Administrative Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser thereof, that are received by Administrative Agent on behalf of Lenders. Administrative Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like.

7.3 Nature of Remedies . All rights and remedies granted Administrative Agent on behalf of Lenders under this Agreement and under the Loan Documents, or otherwise available at law or in equity, shall be deemed concurrent and cumulative, and not alternative remedies, and Administrative Agent may proceed with any number of remedies at the same time until all Obligations are satisfied in full. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and Lender, upon or at any time after the occurrence of an Event of Default, may proceed against Borrower, at any time, under any agreement, with any available remedy and in any order.

7.4 Set-Off . In addition to all other rights, options and remedies granted or available to Administrative Agent on behalf of Lenders under this Agreement or the Loan Documents (each of which is also then exercisable by Lender), upon or at any time after the occurrence and during the continuance of an Event of Default, Administrative Agent on behalf of Lenders (and any participant) shall have and be deemed to have, without notice to Borrower, the immediate right of set-off against any bank account of Borrower with any Lender, or of Borrower with any other subsidiary of Lenders or Bank Affiliate or any participant and may apply the funds or amount thus set-off against any of Borrower’s Obligations hereunder. If any bank account of Borrower with any Lender, any other subsidiary of such Lender or any Bank Affiliate or any participant is attached or otherwise liened or levied upon by any third party, such Lender (and such participant) shall have and be deemed to have, without notice to Borrower, the immediate right of set-off and may apply the funds or amount thus set-off against any of Borrower’s Obligations hereunder.

SECTION 8

ADMINISTRATIVE AGENT

8.1 Appointment . Lenders hereby irrevocably designate and appoint Administrative Agent as administrative agent to act as specified herein and in the other Loan Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates.

8.2 Nature of Duties .

(a) The Administrative Agent, the Joint Lead Arrangers, and the Book Runners shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any other Loan Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

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(b) Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each Joint Lead Arranger is named as such for recognition purposes only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that each Arranger shall be entitled to all indemnification and reimbursement rights in favor of the Administrative Agent as, and to the extent, provided for under Section 8.6 . Without limitation of the foregoing, each Joint Lead Arranger shall not, solely by reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

8.3 Lack of Reliance on the Administrative Agent . Independently and without reliance upon the Administrative Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of Borrower and its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. Administrative Agent shall not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Borrower or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

8.4 Certain Rights of the Administrative Agent . If the Administrative Agent requests instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Required Lenders.

8.5 Reliance . The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

8.6 Indemnification . To the extent the Administrative Agent (or any affiliate thereof) is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative Agent (and any affiliate thereof) in proportion to their respective “percentage” as used in

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determining the Required Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

8.7 Administrative Agent in Its Individual Capacity . With respect to its obligation to make Loans under this Agreement, the Administrative Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lender,” “Required Lenders” or any similar terms shall, unless the context clearly indicates otherwise, include the Administrative Agent in its respective individual capacities. The Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to Borrower or any Affiliate of Borrower (or any Person engaged in a similar business with Borrower or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration from Borrower or any Affiliate of Borrower for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

8.8 Holders . Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

8.9 Resignation by the Administrative Agent .

(a) Administrative Agent may resign from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving fifteen (15) Business Days’ prior written notice to the Lenders and, unless a Default or an Event of Default then exists, Borrower. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below.

(b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor administrative agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that Borrower’s approval shall not be required if an Event of Default then exists).

(c) If a successor administrative agent shall not have been so appointed within such fifteen (15)-Business Day period, Administrative Agent, with the consent of Borrower (which consent shall not be unreasonably withheld or delayed, provided that Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor administrative agent who shall serve as administrative agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided above.

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(d) If no successor administrative agent has been appointed pursuant to clause (b) or (c) above by the twentieth (20 ^th ) Business Day after the date such notice of resignation was given by Administrative Agent, Administrative Agent’s resignation shall nonetheless become effective and the Required Lenders shall thereafter perform all the duties of Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

(e) Upon a resignation of Administrative Agent pursuant to this Section 8.9 , the administrative agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 8 (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

8.10 Collateral Matters .

(a) Each Lender authorizes and directs the Administrative Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

(b) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of this Agreement and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with this Agreement, (iii) if approved, authorized or ratified in writing by the Required Lenders or as otherwise may be expressly provided in the relevant documentation granting such Lien.

(c) Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by Borrower or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Administrative Agent in this Section 8.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

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(d) To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due Administrative Agent under this Section 8.10(d) . The agreements in this Section 8.10(d) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all other obligations.

8.11 Delivery of Information . Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by Administrative Agent from Borrower or any of its Subsidiaries, the Required Lenders, any Lender or any other Person under or in connection with this Agreement or any other Loan Document except (i) as specifically provided in this Agreement or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.

SECTION 9

MISCELLANEOUS

9.1 Governing Law . THIS AGREEMENT, AND ALL MATERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF FLORIDA. THE PROVISIONS OF THIS AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.

9.2 Integrated Agreement . The Notes, the other Loan Documents, all related agreements, and this Agreement shall be construed as integrated and complementary of each other, and as augmenting and not restricting Lenders’ rights and remedies. If, after applying the foregoing, an inconsistency still exists, the provisions of this Agreement shall constitute an amendment thereto and shall control.

9.3 Waiver . No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any Default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Administrative Agent and Lenders and then only to the extent specified.

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9.4 Indemnity .

(a) Borrower releases and shall indemnify, defend and hold harmless Administrative Agent and each Lender and each of its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) Borrower’s breach or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, (iii) Borrower’s failure to comply with any Requirement of Law, and (iv) any claim by any other creditor of Borrower against Administrative Agent or any Lender arising out of any transaction whether hereunder or in any way related to the Loan Documents and all costs, expenses, fines, penalties or other damages resulting therefrom, except to the extent resulting from acts or conduct of Administrative Agent or any Lender constituting willful misconduct or gross negligence.

(b) Promptly after receipt by an indemnified party under Section 9.4(a) of notice of the commencement of any action by a third party, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof. The omission so to notify the indemnifying party shall relieve the indemnifying party from any liability which it may have to any indemnified party under such subsection only if the indemnifying party is unable to defend such actions as a result of such failure to so notify. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the 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 under Section 9.4(a) for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

9.5 Time . Whenever Borrower shall be required to make any payment, or perform any act, on a day which is not a Business Day, such payment may be made, or such act may be performed, on the next succeeding Business Day. Time is of the essence in Borrower’s performance under all provisions of this Agreement and all related agreements and documents.

9.6 Expenses of Lender . At Closing and from time to time thereafter, Borrower will pay, upon demand of Administrative Agent, all reasonable costs, fees and expenses of Administrative Agent and each Lender in connection with (a) the analysis, negotiation, preparation, execution, administration, delivery and termination of this Agreement, and other Loan Documents and the documents and instruments referred to herein and therein, and any amendment, amendment and restatement, supplement, waiver or consent relating hereto or thereto, whether or not any such amendment, amendment and restatement, supplement, waiver or consent is executed or becomes effective, search costs, the reasonable fees, expenses and disbursements of counsel for Administrative Agent, any fees or expenses incurred by Administrative Agent or any Lender under Section 5.11 for which Borrower is obligated thereunder, and reasonable charges of any expert consultant to Administrative Agent, (b) the enforcement of Administrative Agent’s and each Lender’s rights hereunder, or the collection of any payments owing from Borrower under this Agreement or the other Loan Documents or the protection, preservation or defense of the rights of Administrative Agent and each Lender hereunder and under the other Loan Documents, and (c) any refinancing or restructuring of the credit arrangements provided under this Agreement and other Loan Documents in the nature of a “work-out” or of any insolvency or bankruptcy proceedings, or otherwise (including the reasonable fees and disbursements of counsel for Administrative Agent and, with respect to clauses (b) and (c), reasonable allocated costs of internal counsel) (collectively, the “ Expenses ”).

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9.7 Brokerage . This transaction was brought about and entered into by Administrative Agent, Lenders and Borrower acting as principals and without any brokers, agents or finders being the effective procuring cause hereof. Borrower represents that it has not committed Administrative Agent or any Lender to the payment of any brokerage fee, commission or charge in connection with this transaction. If any such claim is made on Administrative Agent or any Lender by any broker, finder or agent or other person, Borrower hereby indemnifies, defends and saves such party harmless against such claim and further will defend, with counsel satisfactory to Administrative Agent, any action or actions to recover on such claim, at Borrower’s own cost and expense, including such party’s reasonable counsel fees. Borrower further agrees that until any such claim or demand is adjudicated in such party’s favor, the amount demanded shall be deemed an Obligation of Borrower under this Agreement.

9.8 Notices .

(a) Any notices or consents required or permitted by this Agreement shall be in writing and shall be deemed given if delivered in person to the person listed below or if sent by telecopy or by nationally recognized overnight courier, as follows, unless such address is changed by written notice hereunder:

(b) Any notice sent by Administrative Agent, any Lender, or Borrower by any of the above methods shall be deemed to be given when so received.

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(c) Administrative Agent and Lenders shall be fully entitled to rely upon any telecopy transmission or other writing purported to be sent by any Authorized Officer (whether requesting an Advance or otherwise) as being genuine and authorized.

9.9 Headings . The headings of any paragraph or Section of this Agreement are for convenience only and shall not be used to interpret any provision of this Agreement.

9.10 Survival . All warranties, representations, and covenants made by Borrower herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by it or on its behalf under this Agreement, shall be considered to have been relied upon by Administrative Agent and Lenders, and shall survive the delivery to Lenders of the Notes, regardless of any investigation made by Administrative Agent or any Lender or on its behalf. All statements in any such certificate or other instrument prepared and/or delivered for the benefit of Administrative Agent and Lenders shall constitute warranties and representations by Borrower hereunder. Except as otherwise expressly provided in this Agreement, all covenants made by Borrower hereunder or under any other agreement or instrument shall be deemed continuing until all Obligations due under the Loan Documents are satisfied in full. All indemnification obligations under this Agreement shall survive the termination of this Agreement and payment of the Obligations due under the Loan Documents for a period of two (2) years.

9.11 Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. Borrower may not transfer, assign or delegate any of its duties or obligations hereunder. Borrower acknowledges and agrees that any Lender may at any time, and from time to time, (a) sell participating interests in the Loans, and Lender’s rights hereunder to other financial institutions, and (b) sell, transfer, or assign the Loans and Lender’s rights hereunder, to any one or more additional banks or financial institutions, subject (as to Lender’s rights under this clause (b)) to Borrower’s written consent, which consent shall not be unreasonably withheld; provided that, no consent under this clause (b) shall be required if an Event of Default exists at the time of such sale, transfer or assignment.

9.12 Duplicate Originals . Two (2) or more duplicate originals of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument.

9.13 Modification . No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed by Borrower and Lender.

9.14 Signatories . Each individual signatory hereto represents and warrants that he is duly authorized to execute this Agreement on behalf of his principal and that he executes the Agreement in such capacity and not as a party.

9.15 Third Parties . No rights are intended to be created hereunder, or under any related agreements or documents for the benefit of any third party donee, creditor or incidental beneficiary of Borrower. Nothing contained in this Agreement shall be construed as a delegation to Lender of Borrower’s duty of performance, including, without limitation, Borrower’s duties under any account or contract with any other Person.

9.16 Discharge of Taxes, Borrower’s Obligations . Lender, in its sole discretion, shall have the right at any time, and from time to time, with at least ten (10) days prior notice to Borrower if Borrower fail to do so, to: (a) pay for the performance of any of Borrower’s obligations hereunder, and (b) discharge taxes or Liens, at any time levied or placed on Borrower’s Property in violation of this Agreement unless Borrower is in good faith with due diligence by appropriate proceedings contesting

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such taxes or Liens and maintaining proper reserves therefor in accordance with GAAP. Expenses and advances shall be added to the Revolving Credit, and bear interest at the rate applicable to the Revolving Credit, until reimbursed to Lender. Such payments and advances made by Lender shall not be construed as a waiver by Lender of a Default or Event of Default under this Agreement.

9.17 Consent to Jurisdiction . Borrower, Administrative Agent and each Lender each hereby irrevocably consent to the non-exclusive jurisdiction of the Courts of the State of Florida or the United States District Court for the Middle District of Florida, Jacksonville Division in any and all actions and proceedings whether arising hereunder or under any other agreement or undertaking. Borrower waives any objection which Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Borrower irrevocably agrees to service of process by certified mail, return receipt requested to the address of the appropriate party set forth herein.

9.18 Additional Documentation . Borrower shall execute and/or re-execute, and cause any Guarantor or other Person party to any Loan Document, to execute and/or re-execute and to deliver to Administrative Agent or Administrative Agent’s counsel, as may be deemed appropriate, any document or instrument signed in connection with this Agreement which was incorrectly signed, as well as any document or instrument which should have been signed at or prior to the Closing, but which was not so signed and delivered. Borrower agrees to comply with any written request by Lender within ten (10) days after receipt by Borrower of such request.

9.19 Advertisement . Administrative Agent and each Lender, in its sole discretion, shall have the right to announce and publicize the financing established hereunder, as it deems appropriate, by means and media selected by Administrative Agent or such Lender. Such publication shall include all pertinent information relating to such financing, including without limitation, the term, purpose, pricing, loan amount, name of Borrower. The form and content of the published information shall be in the sole discretion of Administrative Agent or such Lender and shall be considered the sole and exclusive property of Administrative Agent or such Lender. All expenses related to publicizing the financing shall be the sole responsibility of Administrative Agent or such Lender.

9.20 Waiver of Jury Trial . BORROWER AND ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.

9.21 Consequential Damages . Neither Administrative Agent, any Lender nor any agent or attorney of Administrative Agent or any Lender shall be liable for any consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations.

9.22 Release of Collateral . Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (a) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with the provisions of this Agreement, or (b) under the circumstances described in the

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immediately following sentence. At such time as the Loans and the Obligations due under the Loan Documents shall have been paid in full, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.

9.23 Confidentiality .

(a) The Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by or on behalf of Borrower, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (i) to the Administrative Agent, any other Lender or any Affiliate thereof, (ii) subject to an agreement to comply with the provisions of this Section 9.23 , to any actual or prospective transferee or any direct or indirect counterparty to any Hedging Agreement (or any professional advisor to such counterparty), (iii) to its employees, directors, agents, attorneys, accountants, representatives, consultants, auditors and other professional advisors or those of any of its affiliates, (iv) upon the request or demand of any Governmental Authority, (v) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (vi) if required to do so in connection with any litigation or similar proceeding, (vii) that has been publicly disclosed, (viii) in connection with the exercise of any remedy hereunder or under any other Loan Document, or (ix) if agreed by Borrower or any Subsidiary of Borrower in its sole discretion, to any other Person.

(b) Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its Subsidiaries and Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including federal and state securities laws.

(c) All information, including requests for waivers and amendments, furnished by Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to Borrower and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including federal and state securities laws.

[SIGNATURES TO FOLLOW ON SEPARATE PAGE]

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WITNESS the due execution of this Agreement as a document under seal as of the date first written above.

(Signature Page to Second Amended and Restated Loan Agreement)

(Signature Page to Second Amended and Restated Loan Agreement)

EXHIBIT B

FORM OF AUTHORIZATION CERTIFICATE

(Borrower Letterhead)

Date:                     

TD Bank, N.A., as Administrative Agent

9715 N. Gate Parkway

Jacksonville, Florida 32246

Attention:                     

Dear                     :

The following individuals are authorized to request loan advances against RTI Surgical, Inc., a Delaware corporation formerly known as RTI Biologics, Inc. (“ Borrower ”) line of credit and transfer funds from any of Borrower’s accounts per written instructions received via fax:

EXHIBIT E

FORM OF COVENANT COMPLIANCE CERTIFICATE

(Borrower Letterhead)

The undersigned, the President of RTI Surgical, Inc., a Delaware corporation formerly known as RTI Biologics, Inc. (“ Borrower ”), gives this certificate to TD Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), in accordance with the requirements of Section 5.15 of that certain Second Amended and Restated Loan Agreement, dated             , 2013 (as amended, modified, supplemented or restated and in effect from time to time, the “ Loan Agreement ”), by and among Borrower, Lenders and the Administrative Agent. Capitalized terms used in this Certificate, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.

1. Based upon my review of the consolidated balance sheets and statements of income of Borrower for the fiscal period ending             , 201  , copies of which are attached hereto, I hereby certify that:

Attached as Schedule A are the details underlying such financial covenant calculations.

EXHIBIT F

FORM OF BORROWING CERTIFICATE

(Borrower Letterhead)

RTI Surgical, Inc., a Delaware corporation formerly known as RTI Biologics, Inc. (“ Borrower ”) hereby requests an Advance in the amount of $             pursuant to Section 2.3(b) of that certain Second Amended and Restated Loan Agreement, dated             , 2013 (as amended, modified, supplemented or restated and in effect from time to time, the “ Loan Agreement ”), by and among Borrower, Lenders and the Administrative Agent. Capitalized terms used in this Certificate, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement. The proposed date of the Advance is                     .

Borrower hereby represents and warrants to Administrative Agent and Lenders as follows:

Exhibit 10.2

AMENDMENT

TO

INVESTMENT AGREEMENT

THIS AMENDMENT TO INVESTMENT AGREEMENT , dated as of July 15, 2013 (this “ Amendment ”), is made by and among RTI Biologics, Inc., a Delaware corporation (“ RTI ”), and WSHP Biologics Holdings, LLC, a Delaware limited liability company (“ WSHP ”).

W   I   T   N   E   S   S   E   T   H :

WHEREAS , that certain Investment Agreement, dated as of June 12, 2013 (the “ Investment Agreement ”), was executed and delivered by RTI and WSHP; and

WHEREAS , RTI and WSHP desire to modify the Investment Agreement in accordance with the terms and conditions of this Amendment.

NOW, THEREFORE , in consideration of the foregoing and the respective covenants, and agreements set forth in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. All capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Investment Agreement.

2. Each of Exhibit B ( Series A Certificate of Designation ) and Exhibit C ( Investor Rights Agreement ) originally attached to the Investment Agreement is hereby replaced and superseded in its entirety with the revised Exhibit B and Exhibit C attached to this Amendment, and shall be deemed to be the applicable for all purposes under the Investment Agreement.

3. The Investment Agreement is hereby confirmed and the terms and provisions thereof, unless expressly modified herein, are in full force and effect.

4. This Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to agreements entered into and to be performed solely within such state without giving effect to the principles of conflict of Laws thereof.

5. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument This Amendment may be executed and delivered by facsimile transmission or PDF, and any counterpart so delivered shall be treated as an original for all purposes binding and enforceable against the person so executing and delivering.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

[AMENDMENT SIGNATURE PAGE]

Exhibit B

Series A Certificate of Designation

(see Exhibit 3.1 to this Current Report on Form 8-K)

Exhibit C

Investor Rights Agreement

(see Exhibit 10.3 to this Current Report on Form 8-K)

Exhibit 10.3

INVESTOR RIGHTS AGREEMENT

dated as of

July 16, 2013

by and between

RTI SURGICAL, INC.

and

WSHP BIOLOGICS HOLDINGS, LLC

Table of Contents

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT, dated as of July 16, 2013 (this “ Agreement ”), by and between RTI Surgical, Inc. (formerly RTI Biologics, Inc.), a Delaware corporation (the “ Company ”), and WSHP Biologics Holdings, LLC (the “ Investor ”). Each of the Investor and the Company are from time to time referred to herein as a “ Party ” and collectively as the “ Parties ”.

RECITALS

WHEREAS, the Investor and the Company have entered into that certain Investment Agreement, dated as of June 12, 2013 (the “ Investment Agreement ”), pursuant to which the Investor has agreed to purchase, subject to the satisfaction and/or waiver of the conditions set forth therein, 50,000 shares of Series A Convertible Preferred Stock of the Company, par value $0.001 per share (the “ Preferred Stock ”); and

WHEREAS, it is a condition precedent to the Investor’s obligation to purchase such Preferred Stock that the Company enter into this Agreement with the Investor to provide for certain rights and obligations of the Parties following the closing of the transactions contemplated by the Investment Agreement (the “ Closing ”).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions . The following terms shall have the meanings ascribed to them below:

“ Affiliate ” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control” when used with respect to any Person has the meaning specified in Rule 12b-2 under the Exchange Act; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” means this Agreement, as amended, modified or supplemented from time to time, in accordance with the terms hereof, together with any exhibits, schedules or other attachments hereto.

“ Beneficially Own ” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act, including without limitation, the 60-day provision in paragraph (d)(1)(i) thereof). The terms “ Beneficial Ownership ” and “ Beneficial Owner ” have correlative meanings.

“ Capital Stock ” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (in each case however designated) stock issued by the Company.

“ Certificate of Designation ” means the Certificate of Designation of Series A Convertible Preferred Stock of the Company, adopted on or about the date hereof and as amended, supplemented or modified from time to time.

“ Closing ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Common Stock ” means the common stock, par value $0.001 per share, of the Company.

“ Company ” has the meaning set forth in the preamble of this Agreement.

“ Conversion Cap ” has the meaning set forth in the Certificate of Designation.

“ Conversion Restriction ” has the meaning set forth in the Certificate of Designation.

“ Convertible Securities ” has the meaning set forth in the Certificate of Designation.

“ Demand Notice ” has the meaning set forth in Section 2.2(a) .

“ Demand Registration ” has the meaning set forth in Section 2.2(a) .

“ Demand Registration Statement ” has the meaning set forth in Section 2.2(a) .

“ Designated Director ” means each Investor Director appointed to the Board pursuant to Section 2.9 and each Preferred Director appointed to the Board pursuant to the Certificate of Designation.

“ Equity Securities ” means any Common Stock, Options or Convertible Securities.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Forced Conversion ” has the meaning set forth in the Certificate of Designation.

“ Governmental Entity ” means any domestic (federal, state, municipal or local) or foreign or multinational government or governmental, regulatory, political, judicial or quasi-judicial or administrative subdivision, department, authority, entity, agency, regulator, commission, board, bureau, court, or instrumentality.

“ Indemnified Party ” has the meaning set forth in Section 2.6(c) .

“ Indemnifying Party ” has the meaning set forth in Section 2.6(c) .

“ Investment Agreement ” has the meaning ascribed thereto in the recitals of this Agreement.

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

“ Investor Director ” has the meaning set forth in Section 3.3(a) .

“ Investor Parties ” means the Investor, its Affiliates and their respective transferees.

“ Investor Party Indemnitees ” has the meaning set forth in Section 2.6(a) .

“ Law ” means any applicable federal, state, local or foreign law, statute, ordinance, rule, guideline, regulation, order, writ, decree, agency requirement, license or permit of any Governmental Entity.

“ Losses ” has the meaning set forth in Section 2.6(a) .

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“ Majority Investor Parties ” means the Investor Parties holding a majority of the Registrable Securities held by all Investor Parties.

“ Notice and Questionnaire ” means a written notice executed by the Investor Parties and delivered to the Company containing the information required by Item 507 of Regulation S-K to be included in any Shelf Registration Statement regarding the Investor Parties seeking to sell Common Stock pursuant thereto.

“ Options ” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

“ Other Securities ” means the Common Stock or other securities of the Company which the Company is registering pursuant to a Registration Statement covered by Section 2.3 .

“ Ownership Percentage ” has the meaning ascribed thereto in Section 3.3(a) of this Agreement.

“ Parties ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Permitted Issuance ” means any issuance by the Company of Equity Securities (1) to the Company or a Subsidiary of the Company, (2) to officers, employees, directors or consultants of the Company and its Subsidiaries pursuant to the Company’s Board-approved equity incentive plans and the securities issued upon exercise of such grants, (3) as consideration in a merger or acquisition of the stock or assets of another Person, (4) upon the occurrence of a stock split, stock dividend or any subdivision of the Common Stock, or any other reclassification, reorganization or other similar recapitalization, (5) pursuant to the conversion or exchange of any securities of the Company into Capital Stock, or the exercise of any warrants or other rights to acquire Capital Stock; (6) pursuant to a bona fide firm commitment underwritten public offering; (7) in connection with any private placement of warrants to purchase Capital Stock to lenders or other institutional investors (excluding the Company’s stockholders) in any arm’s length transaction approved by the Board in which such lenders or investors provide debt financing to the Company or any Company Subsidiary; (8) in connection with a joint venture, strategic alliance or other commercial relationship with any Person (including Persons that are customers, suppliers and strategic partners of the Company or any Subsidiary) relating to the operation of the Company’s or any Subsidiary’s business and for which a primary purpose thereof is not raising capital; or (9) in connection with any office lease or equipment lease or similar equipment financing transaction approved by the Board in which the Company or any Subsidiary obtains from a lessor or vendor the use of such office space or equipment for its business.

“ Person ” means any individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, Governmental Entity or other entity.

“ Piggyback Notice ” has the meaning set forth in Section 2.3(a) .

“ Piggyback Registration ” has the meaning set forth in Section 2.3(a) .

“ Preferred Stock ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Pro Rata Share ” means, for any Investor Party at any time of determination, the quotient of (i) the sum of, without duplication, (A) the number of shares of Common Stock Beneficially Owned by such Investor Party, plus (B) the number of shares of Common Stock issuable upon conversion of the Preferred Stock Beneficially Owned by such Investor Party (assuming for this calculation that

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Shareholder Approval has been obtained and all shares of Preferred Stock are convertible into Common Stock), divided by , (ii) the sum of, without duplication, (A) the number of shares of Common Stock outstanding at such time of determination, plus (B) the number of shares of Common Stock issuable upon conversion of the outstanding Preferred Stock at such time of determination (assuming for this calculation that Shareholder Approval has been obtained and all shares of Preferred Stock are convertible into Common Stock).

“ Prospectus ” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.

“ Purchase Rights ” has the meaning set forth in Section 3.2 .

“ Registrable Securities ” means shares of Common Stock issued by the Company upon conversion of any shares of Preferred Stock, as well as any shares of Common Stock or other securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange generally for, or in replacement generally of, such Preferred Stock or other Registrable Securities and any securities issued in exchange for such Preferred Stock or other Registrable Securities in any merger, reorganization, consolidation, share exchange, recapitalization, restructuring or other comparable transaction of the Company. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale by the Investor Parties holding such securities has been declared effective by the SEC and such securities have been disposed of pursuant to such effective Registration Statement, (b) such securities shall have been or could be sold by the holder, without being subject to any holding period or volume limitations pursuant to Rule 144, under circumstances in which all of the applicable conditions (including any holding period or volume limitations) of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (c) such securities have been otherwise transferred and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend and not subject to any stop order, and such securities may be publicly resold by the Person receiving such certificate without complying with the registration requirements of the Securities Act or (d) such securities shall have ceased to be outstanding.

“ Registration Statement ” means any registration statement of the Company under the Securities Act which permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Related Party ” means (i) any officer or director of the Company or other Person that owns at least 5% of the Common Stock on an as-converted fully diluted basis (which for such calculation shall aggregate stockholdings of Affiliates and of immediate family members sharing the same household with such Persons), (ii) any officer or director of any of the Company’s Subsidiaries, or (iii) any member of any such Person’s immediate family sharing the same household or any of their respective Affiliates.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shareholder Approval ” has the meaning set forth in the Certificate of Designation.

“ Shelf Effective Period ” has the meaning set forth in Section 2.1(a) .

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“ Shelf Filing Date ” has the meaning set forth in Section 2.1(a) .

“ Shelf Registration Statement ” has the meaning set forth in Section 2.1(a) .

“ Shelf Take-Down Notice ” has the meaning set forth in Section 2.1(b) .

“ Subsidiary ” means, when used with respect to any Person, any other Person of which (a) in the case of a corporation, at least (i) a majority of the equity and (ii) a majority of the voting interests are owned or controlled, directly or indirectly, by such first Person, by any one or more of its Subsidiaries, or by any combination of such first Person and one or more of its Subsidiaries or (b) in the case of any Person other than a corporation, such first Person, one or more of its Subsidiaries, or such first Person and one or more of its Subsidiaries combined (i) owns a majority of the equity interests thereof and (ii) has the power to elect or direct the election of a majority of the members of the governing body thereof. As used in this Agreement, unless the context requires otherwise, references to a Subsidiary or Subsidiaries shall mean a Subsidiary or the Subsidiaries of the Company.

“ Voting Stock ” means Capital Stock of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances (determined without regard to any classification of directors).

SECTION 1.2. General Interpretive Principles . Unless the context otherwise requires: (i) words in the singular include the plural, and in the plural include the singular; (ii) “including” means including without limitation; (iii) references to any Section or clause refer to the corresponding Section or clause, respectively, of this Agreement; (iv) any reference to a day or number of days, unless expressly referred to as a business day shall mean the respective calendar day or number of calendar days; (v) references to Sections of or Rules under the Exchange Act shall be deemed to include substitute, replacement or successor Sections or Rules, and any term defined by reference to a Section of or Rule under the Exchange Act shall include SEC and judicial interpretations of such Section or Rule; and (vi) headings are for convenience of reference only.

ARTICLE II

REGISTRATION RIGHTS

SECTION 2.1. Shelf Registration .

(a) The Company shall use its reasonable efforts to prepare and file with the SEC within 75 days after the Closing (the “ Shelf Filing Date ”) a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities (the “ Shelf Registration Statement ”). The Shelf Registration Statement shall be on Form S-3 (or any comparable or successor form or forms then in effect) under the Securities Act (or to the extent the Company is not eligible to use Form S-3 or any comparable or successor form or forms, on Form S-1 or any comparable or successor form or forms). The Company shall use its reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act by the SEC within 90 days after the Shelf Filing Date. The Company shall use its reasonable efforts to keep the Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (i) the date when all of the Registrable Securities covered by such Shelf Registration Statement have been sold and (ii) the date on which the Investor Parties own, in the aggregate, a number of shares of Common Stock and Preferred Stock which together represent less than two percent (2%) of the total number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of

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Preferred Stock deemed to represent the number of shares of Common Stock issuable upon conversion of such share of Preferred Stock at such time of determination, without regard to any restrictions on conversion (including the Conversion Cap and the Conversion Restriction) at such time) (the “ Shelf Effective Period ”).

(b) If any Investor Party wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so in accordance with this Section 2.1(b) and Section 2.5 . Any Investor Party wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, whether in an underwritten offering or otherwise, shall notify the Company of such intent (a “ Shelf Take-Down Notice ”) and shall deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement, it being agreed that if any such Investor Party intends to distribute any Registrable Securities by means of an underwritten offering it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 2.5(a)(vii) . From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it in connection with a Shelf Take-Down Notice:

(i) if required by applicable Law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable Law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Investor Parties are named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit the Investor Parties to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable Law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable;

(ii) provide the Investor Parties copies of any documents to filed pursuant to Section 2.1(b)(i) a reasonable period of time prior to such filing; and

(iii) notify the Investor Parties as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2.1(b)(i) .

Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Investor Party as a selling security holder in any Shelf Registration Statement or related Prospectus if such Investor Party has not delivered a Notice and Questionnaire to the Company.

(c) If any of the Registrable Securities to be sold pursuant to a Shelf Registration Statement are to be sold in a firm commitment underwritten offering which underwritten offering was initially requested by any Investor Party pursuant to a Shelf Take-Down Notice, and the managing underwriter(s) of such underwritten offering advise the Investor Parties in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included, together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:

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(i) first, the Registrable Securities for which inclusion in such underwritten offering was requested by any Investor Party based on the number of Registrable Securities Beneficially Owned by such Investor Party; and

(ii) second, among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities.

SECTION 2.2. Demand Registration .

(a) If the Company is unable to file within 75 days after the Closing, cause to be effective within 90 days thereafter or thereafter maintain the effectiveness of a Shelf Registration Statement during the Shelf Effective Period as required under Section 2.1 , the Majority Investor Parties shall have the right, by delivering a written notice to the Company (a “ Demand Notice ”), to require the Company to register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by the Investor Parties and requested by such Demand Notice to be so registered (a “ Demand Registration ”); provided , however , that the Company shall not be required to effect a Demand Registration pursuant to this Section 2.2(a) after the Company has effected two (2) Demand Registrations pursuant to this Section 2.2(a) ; and provided further , that the Investor Parties shall not be entitled to deliver to the Company more than two (2) Demand Registrations in any 12-month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Investor Parties includes at least 5% of the originally issued shares of the Registrable Securities issued upon conversion of Preferred Stock originally issued to Investor Parties or is reasonably expected to result in aggregate gross cash proceeds in excess of $1,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its reasonable efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Investor Parties in accordance with the methods of distribution elected by the Majority Investor Parties (a “ Demand Registration Statement ”) and shall use its reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

(b) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Investor Parties in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:

(i) first, the Registrable Securities for which inclusion in such underwritten offering was requested by any Investor Party based on the number of Registrable Securities Beneficially Owned by such Investor Party; and

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(ii) second, among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities.

(c) In the event of a Demand Registration, the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

(d) The Majority Investor Parties shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement. The Company shall not be required to pay for the expenses of the Investor Parties in connection with any registration proceeding begun pursuant to Section 2.2(a) that has been subsequently withdrawn pursuant to this Section 2.2(d) at the request of the Majority Investor Parties, unless the withdrawal is based upon material adverse information concerning the Company that the Company had not publicly disclosed at least two (2) Business Days prior to the Company’s receipt of such Demand Notice.

(e) With the prior written consent of the Majority Investor Parties (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall be entitled to coordinate any offerings under this Section 2.2 with any offerings to be effected pursuant to similar agreements with the holders of Other Securities, including, if practicable, by filing one Registration Statement for any Registrable Securities being registered pursuant to this Section 2.2 and all Other Securities.

SECTION 2.3. Piggyback Registration .

(a) At any time after the Closing, if, other than pursuant to Sections 2.1 and 2.2 , the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement (a) on Form S-4, Form S-8 or any successor forms thereto, (b) filed solely in connection with any employee benefit or dividend reinvestment plan or (c) for the purpose of effecting a rights offering relating to the Common Stock) or for the account of any of its security holders, the Company will give to the Investor Parties written notice of such filing at least fifteen (15) days prior to the anticipated filing date (the “ Piggyback Notice ”). The Piggyback Notice shall offer the Investor Parties the opportunity to include in such registration statement the number of Registrable Securities (for purposes of this Section 2.3 , “Registrable Securities” shall be deemed to mean solely securities of the same type and class as those proposed to be offered by the Company for its own account) as it may request (a “ Piggyback Registration ”). Subject to Section 2.3(b) , the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within seven (7) days after notice has been given to the Investor Parties. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

(b) If any of the securities to be registered pursuant to the registration giving rise to the Investor Parties’ rights under this Section 2.3 are to be sold in an underwritten offering, the Investor Parties shall be permitted to include all Registrable Securities requested to be included in such registration in such offering on the same terms and conditions as any other shares of Capital Stock, if any, of the Company included therein; provided , however , that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Investor Parties in writing that it is their good faith opinion that the total number or dollar amount of Registrable

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Securities proposed to be sold in such offering, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:

(i) first, all Other Securities being sold by the Company or by any Person (other than the Investor Parties) exercising a contractual right to demand registration pursuant to which such registration statement was filed; and

(ii) second, among any other holders of Registrable Securities or Other Securities requesting such registration, pro rata, based on the aggregate number of Registrable Securities and Other Securities Beneficially Owned by each such holder.

(c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of the related Registration Statement and shall have no obligation to register any Registrable Securities in connection with such registration, except to the extent provided herein.

(d) Each Investor Party shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Registration by giving written notice to the Company of its request to withdraw at least two (2) Business Days prior to the planned effective date of the related Registration Statement. Notwithstanding Section 2.4 , the Company shall not be required to pay for the expenses of any Investor Party in connection with any registration proceeding begun pursuant to this Section 2.3 from which the Investor Parties has subsequently withdrawn pursuant to this Section 2.3(d) , unless such Investor Party’s withdrawal is based upon material adverse information concerning the Company that the Company had not publicly disclosed at least two (2) Business Days prior to the Company’s delivery of such Piggyback Notice.

SECTION 2.4. Registration Expenses . In connection with registrations pursuant to Sections 2.1 , 2.2 and 2.3 (including any subsequently abandoned or withdrawn registration statement), the Company shall pay all of the registration expenses incurred in connection with the registration thereunder, including, without limitation, all: (a) registration and filing fees, (b) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (c) processing, duplicating and printing expenses, (d) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (e) fees and expenses incurred in connection with the listing of the Registrable Securities, (f) reasonable fees and disbursements of counsel for the Company, reasonable fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by any registered public accounting firms of a comfort letter or comfort letters requested but not the cost of any audit other than a year end audit) and reasonable fees and expenses of one counsel (and applicable local counsel as necessary) for the Investor Parties and (g) reasonable fees and expenses of any special experts retained by the Company in connection with such registration. Notwithstanding the foregoing, the Investor Parties shall be responsible for (i) any underwriting fees, discounts or commissions, (ii) any commissions of brokers and dealers, and (iii) capital gains, income and transfer taxes, if any, relating to the sale of Registrable Securities of the Investor Parties.

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SECTION 2.5. Registration Procedures .

(a) In connection with the registration of any Registrable Securities pursuant to this Agreement:

(i) The Company shall prepare and file with the SEC a Registration Statement with respect to such Registrable Securities as provided herein, make all required filings with FINRA and use its reasonable efforts to keep each Registration Statement continuously effective during the period such Registration Statement is required to remain effective pursuant to the terms of this Agreement; upon the occurrence of any event that would cause the Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Registrable Securities during the period such Registration Statement is required to remain effective pursuant to the terms of this Agreement, the Company shall file promptly an appropriate amendment to the Registration Statement, a supplement to the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), the Company shall use its reasonable efforts to cause such amendment to be declared effective and the Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter.

(ii) The Company shall prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective during the periods provided herein.

(iii) The Company shall advise the Investor Parties promptly (which notice pursuant to clauses (B) through (D) below shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):

(A) when the Prospectus or any Prospectus supplement or post-effective amendment is proposed to be or has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective;

(B) of any request by the SEC or any other Governmental Entity for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto;

(C) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the threatening or initiation of any proceeding for any of the preceding purposes;

(D) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; or

(E) of the existence of any fact or the happening of any event, during the period in which a Registration Statement remains effective under the Securities Act, that makes any statement of a material fact made in such Registration

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Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.

(iv) The Company shall, unless any Registrable Securities shall be in book-entry form only, cooperate with the Investor Parties to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (unless required by applicable securities Laws), and enable such Registrable Securities to be in such denominations and registered in such names as the Investor Parties may request at least two (2) Business Days before any sale of Registrable Securities. In connection therewith, if reasonably required by the Company’s transfer agent, the Company shall promptly deliver any authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by the holder of such shares of Registrable Securities under the Registration Statement.

(v) The Company shall use its reasonable efforts to promptly register or qualify any Registrable Securities under such other securities or blue sky laws of such jurisdictions within the United States as any Investor Party reasonably requests and which may be reasonably necessary or advisable to enable such Investor Party to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Investor Parties, keep such registrations or qualifications in effect for so long as the Registration Statement remains in effect and do any and all other acts and things which may be reasonably necessary or advisable to enable such Investor Parties to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Investor Parties; provided , however , that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Agreement, (B) subject itself to taxation in any jurisdiction where it would not otherwise be subject to taxation but for this Agreement or (C) consent to general service of process in any jurisdiction where it would not otherwise be subject to such service but for this Agreement.

(vi) The Company shall use its reasonable efforts to promptly cause any Registrable Securities covered by a Registration Statement to be registered with or approved by such other Governmental Entity within the United States as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement.

(vii) The Company shall, in the event that any Investor Party advises the Company that the Investor Party intends to distribute any Registrable Securities by means of an underwritten offering, whether pursuant to Sections 2.1 , 2.2 or 2.3 , enter into an underwriting agreement in customary form, scope and substance and take all such other actions reasonably requested by such Investor Party or by the managing underwriter(s), if any, to expedite or facilitate the underwritten disposition of such Registrable Securities and deliver such documents and certificates as may be reasonably requested by such Investor Party, its counsel and the managing underwriter(s), if any.

(b) No Investor Party by acquisition of a Registrable Security shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement, or to receive a Prospectus relating thereto, unless it has furnished the Company with a Notice and Questionnaire (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. The Company may require the Investor Parties selling Registrable Securities pursuant to a

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Registration Statement to furnish to the Company such information regarding the Investor Parties and the distribution of such Common Stock as the Company may from time to time reasonably require for inclusion in such Registration Statement. The Investor Parties shall promptly furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by the Investor Parties not misleading. Any sale of any Registrable Securities by such Investor Parties shall constitute a representation and warranty by such Investor Party that the information relating to the Investor Party and its plan of distribution is as set forth in the Prospectus delivered in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Investor Party or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Investor Party or its plan of distribution necessary to make the statements in such Prospectus, in light of the circumstances under which they were made, not misleading. The Company may exclude from such Registration Statement the Registrable Securities of any Investor Party that fails to furnish such information within a reasonable time after receiving such request. The Company shall not include in any Registration Statement any information regarding, relating to or referring to such Investor Party or its plan of distribution without the approval of such Investor Party in writing.

(c) No Investor Party shall use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

SECTION 2.6. Indemnification .

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by Law, the Investor Parties, the officers, directors, partners (limited and general), members, managers, representatives, agents and employees of the Investor Parties, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Investor Parties, each underwriter (including the Investor Parties if they are deemed to be an underwriter pursuant to any SEC comments or policies), if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter (collectively, the “ Investor Party Indemnitees ”), from and against all losses, claims, damages, liabilities and expenses (collectively, “ Losses ”) in connection with any sale of Registrable Securities pursuant to a Registration Statement arising out of or based upon (i) any violation or alleged violation of the Securities Act or any rule or regulation promulgated thereunder by the Company or any of its Affiliates, employees, officers, directors or agents or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or preliminary or final Prospectus relating to the registration of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein or any omission or alleged 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; provided , however , that the Company shall not be liable to such Investor Party Indemnitee in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (A) an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, including any such preliminary or final Prospectus contained therein or any such amendments or supplements thereto, or contained in any free writing prospectus (as such term is defined in Rule 405 under the Securities Act) prepared by the Company or authorized by it in writing for use by such Investor Party Indemnitee (or any amendment or supplement thereto), in reliance upon and in conformity with information regarding such Investor Party Indemnitee or its plan of distribution or ownership interests which was furnished in writing to the Company for use in connection with such Registration Statement, including any such preliminary or final Prospectus contained therein or any such amendments or supplements thereto, (B) offers or sales effected by or on behalf of such Investor Party Indemnitee “by means of” (as defined in Rule 159A under the Securities Act) a “free writing prospectus” (as defined in

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Rule 405 under the Securities Act) that was not authorized in writing by the Company or (C) the failure of any Investor Party Indemnitee to deliver or make available to a purchaser of Registrable Securities a copy of any Registration Statement, including any preliminary or final Prospectus contained therein or any amendments or supplements thereto (if the same was required by applicable Law to be delivered or made available); provided that the Company shall have delivered to such Investor Party Indemnitee such Registration Statement, including such preliminary or final Prospectus contained therein and any amendments or supplements thereto.

(b) In connection with any Registration Statement in which an Investor Party is participating by registering Registrable Securities, such Investor Party shall indemnify and hold harmless, to the fullest extent permitted by Law, severally and not jointly, the Company, the officers, directors, agents, representatives or other employees of the Company, each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against all Losses, as incurred, arising out of or based on any untrue or alleged untrue statement of a material fact contained in any such Registration Statement or preliminary or final Prospectus relating to the registration of such Registrable Securities or any amendment or supplement thereto or any document incorporated by reference therein, or any omission or alleged 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, in each case solely to the extent that such untrue or alleged untrue statement or omission or alleged omission is made in such Registration Statement or in any preliminary or final Prospectus contained therein or any such amendments or supplements thereto or contained in any free writing prospectus (as such term is defined in Rule 405 under the Securities Act) in reliance upon and in conformity with written information furnished to the Company by the Investor Parties expressly for inclusion in such document.

(c) If any Person shall be entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “ Indemnifying Party ”) of any claim or of the commencement of any Action with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided , however , that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been actually prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or Action, to assume, at the Indemnifying Party’s expense, the defense of any such Action, with counsel reasonably satisfactory to such Indemnified Party; provided , however , that an Indemnified Party shall have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such Action or fails to employ counsel reasonably satisfactory to such Indemnified Party, in which case the Indemnified Party shall also have the right to employ counsel and to assume the defense of such Action or (iii) in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist in respect of such Action; provided , further , that the Indemnifying Party shall not, in connection with any one such Action or separate but substantially similar or related Actions in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the Indemnifying Party, neither the Indemnifying Party nor the Indemnified Party will be subject to any liability for, or otherwise effect, any settlement made without the consent of the other (but such consent shall not be unreasonably withheld, conditioned or delayed).

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(d) Neither Party shall settle, compromise, discharge or consent to an entry of judgment with respect to a claim or liability subject to indemnification under this Section 2.6 without the other Parties’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may agree without the prior written consent of the Indemnified Party to any settlement, compromise, discharge or consent to an entry of judgment, in each case that relates only to money damages and by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such claim and which unconditionally releases the Indemnified Party from all liability in connection with such claim.

(e) If the indemnification provided for in this Section 2.6 is unavailable to hold harmless each of the Indemnified Parties against any losses, claims, damages, liabilities and expenses to which such parties may become subject under the Securities Act, then the Indemnifying Party shall, in lieu of indemnifying each party entitled to indemnification hereunder, contribute to the amount paid or payable by such party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and such Indemnified Parties on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages, liabilities or expenses. The relative fault of such parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact, or omission or alleged omission to state a material fact, relates to information supplied by or concerning the Indemnifying Party on the one hand, or by such Indemnified Party on the other, and such party’s relative intent, knowledge, access to information and opportunity to have corrected or prevented such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any Person that is not guilty of such fraudulent misrepresentation.

SECTION 2.7. Miscellaneous .

(a) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees, so long as there are outstanding Registrable Securities, to use its reasonable efforts to:

(i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement;

(ii) file with the SEC in a timely manner all reports and other documents as the SEC may prescribe under the Exchange Act at any time while the Company is subject to such reporting requirements of the Exchange Act; and

(iii) furnish to the Investor Parties upon a reasonable request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as any Investor Party may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such Registrable Securities without registration.

(b) Subject to the provisions hereof, in the event the Company proposes to enter into an underwritten public offering, the Investor Parties shall enter into a customary agreement with the managing underwriters not to effect any sale or distribution of equity securities of the Company, or any securities convertible, exchangeable or exercisable for or into such securities, during the period beginning

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up to two (2) days prior to the date of such offering and extending for up to 90 days following the effective date of such offering if so requested by the Company and the underwriters. The Company may impose stop-transfer restrictions with respect to the securities subject to the foregoing restriction until the end of the required stand-off period and shall lift such stop-transfer restrictions immediately upon the end of such period.

ARTICLE III

OTHER RIGHTS

SECTION 3.1. Information Rights . So long as the Investor Parties own in the aggregate, a number of shares of Common Stock and Preferred Stock which together represent at least five percent (5%) of the total number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of Preferred Stock deemed to represent the number of shares of Common Stock issuable upon conversion of such share of Preferred Stock at such time of determination without giving effect to the Conversion Cap and the Conversion Restriction), the Company shall provide the Investor Parties with (i) as soon as available, but within 30 days after the end of each fiscal month, consolidated unaudited financial statements of the Company and its Subsidiaries consisting of an unaudited income statement for such quarter, statement of cash flows for such quarter and balance sheet as of the end of such quarter and, in each case, prepared in accordance with GAAP; (ii) as soon as available, but in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Company, consolidated unaudited financial statements of the Company and its Subsidiaries consisting of an unaudited income statement for such quarter, statement of cash flows for such quarter and balance sheet as of the end of such quarter and, in each case, prepared in accordance with GAAP; (iii) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Company, consolidated audited financial statements of the Company and its Subsidiaries consisting of an audited income statement for such fiscal year, statement of cash flows for such fiscal year and balance sheet as of the end of such fiscal year and, in each case, prepared in accordance with GAAP; (iv) a copy of the financial plan of the Company and its Subsidiaries in the form approved by the Board prior to the beginning of each fiscal year and any Board-approved revisions thereof, and (v) such other financial information the Investor Parties may reasonably request; provided that any documents or other information that is filed with the SEC need not be separately provided by the Company to the Investor Parties.

SECTION 3.2. Preemptive Rights . If at any time the Company proposes to grant, issue or sell any Equity Securities (in each case, other than any Permitted Issuances) to any Person (the “ Purchase Rights ”) then it shall give the Investor Parties written notice of its intention to do so, describing the Equity Securities and the price and the terms and conditions upon which the Company proposes to issue the same. Each Investor Party shall be entitled to acquire, upon the terms applicable to such Purchase Rights, its Pro Rata Share of the Equity Securities proposed to be granted, issued or sold by the Company triggering the Purchase Rights. Each Investor Party shall have thirty (30) days from the giving of such notice to agree to purchase its Pro Rata Share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of such Equity Securities to be purchased. If not all of the Investor Parties elect to purchase their Pro Rata Share of the Equity Securities subject to the Purchase Rights, then the Company shall promptly notify in writing the Investor Parties who have elected to purchase their full Pro Rata Share of such Equity Securities and shall offer such Investor Parties the right to acquire such unsubscribed shares on a pro rata basis (based on Pro Rata Shares). The Investor Parties shall have fifteen (15) days after receipt of such notice to notify the Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the Investor Parties have, in the aggregate elected to purchase more than the number of unsubscribed shares being offered in such notice, then the unsubscribed shares shall be allocated according to each Investor Party’s Pro Rata Share up to the number of unsubscribed shares set forth in the

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notice to the Investor Parties. If the Investor Parties fail to exercise in full its Purchase Rights, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the purchasers’ rights were not exercised, at a price and upon terms and conditions no more favorable to the purchasers thereof than specified in the Company’s notice to the Investor Parties pursuant to this Section 3.2 . If the Company has not sold such Equity Securities within such ninety (90) days, the Company shall not thereafter issue or sell any Equity Securities (other than Permitted Issuances) without first again complying with this Section 3.2 .

SECTION 3.3. Investor Directors .

(a) Investor Party Nomination . From time to time and at any time after the date on which the Majority Investor Parties no longer hold a right to elect any Preferred Directors (as defined in the Certificate of Designation) pursuant to Section 10(b) of the Certificate of Designation and no such Preferred Director serves on the Board, for so long as the Ownership Percentage (calculated as described below) of the Investor Parties equals or exceeds five percent (5%), the Majority Investor Parties shall be entitled to nominate that number of directors to the Board (each, an “ Investor Director ”) equal to the product of: (i) the Ownership Percentage, and (ii) the total number of directors on the Board, including the number of Investor Directors appointed or appointable to the Board; provided that if such product is not a whole number, then the number of Investor Directors shall be the next whole number larger than such product (e.g., if such product is 1.11 or 1.51, then the number of Investor Directors shall be two); provided , further that the number of Investor Directors shall not exceed two at any time. For purposes of this Section 3.3(a) , “ Ownership Percentage ” of the Investor Parties shall mean, at any time of determination, the percentage equal to (i) the number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of Preferred Stock deemed to represent the number of shares of Common Stock issuable upon conversion of such share of Preferred Stock at such time of determination (without regard to any restrictions on conversion)) that the Investor Parties Beneficially Own, divided by (ii) the total number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of Preferred Stock deemed to represent the number of shares of Common Stock issuable upon conversion of such share of Preferred Stock at such time of determination (without regard to any restrictions on conversion)).

(b) Company Nomination . In accordance with the provisions of Section 3.3(a) , at each meeting of the Company’s stockholders at which the election of directors is to be considered, the Company shall nominate the Investor Director(s) designated by the Majority Investor Parties for election to the Board by the holders of Voting Stock and solicit proxies from the Company’s stockholders in favor of the election of the Investor Directors). The Company shall use reasonable best efforts to cause each Investor Director to be elected to the Board (including voting all unrestricted proxies in favor of the election of such the Investor Director and including recommending approval of such the Investor Director’s appointment to the Board) and shall not take any action designed to diminish the prospects of such the Investor Director(s) of being elected to the Board.

(c) Removal . Each Investor Director appointed pursuant to this Section 3.3 shall continue to hold office until the next annual meeting of the stockholders of the Company and until his or her successor is elected and qualified in accordance with this Section 3.3 and the Bylaws, unless such Investor Director is earlier removed from office by the affirmative vote of the Majority Investor Parties or at such time as such Investor Director’s death, resignation, retirement or disqualification. The Company shall use all reasonable best efforts to ensure that any Investor Director is removed only if so directed in writing by the Majority Investor Parties, unless otherwise required by this Section 3.3 or applicable law.

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(d) Vacancies . In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of the term of office of an the Investor Director, the Company shall use reasonable best efforts to cause the Board to fill such vacancy or new directorship with a representative designated by the Majority Investor Parties as provided hereunder, in either case, to serve until the next annual or special meeting of the stockholders (and at such meeting, such representative, or another representative designated by such holders, will be nominated to be elected to the Board in the manner set forth in Section 2.9 ). If the Majority Investor Parties fail or decline to fill the vacancy, then the directorship shall remain open until such time as the Majority Investor Parties elect to fill it with a representative designated hereunder.

SECTION 3.4. Director Provisions .

(a) Fees and Expenses . Each Designated Director shall be entitled to reimbursement of expenses incurred in such capacities on the same basis as the Company provides such reimbursement to the other non-management members of its Board.

(b) Committees; Subsidiary Boards . At the request of the Majority Investor Parties, the Company shall use its reasonable best efforts to cause the Designated Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on each committee of the Board, so long as consistent with the independence and other applicable requirements of the principal trading market of the Company’s Common Stock or under applicable law. At the request of the Majority Investor Parties, the Company shall use its reasonable best efforts to cause the Designated Directors to have proportional representation (relative to their percentage on the whole Board, but in no event less than one representative) on the boards (or equivalent governing body) and committees of each Subsidiary of the Company.

SECTION 3.5. Consent Rights . For so long as the Investor Parties own in the aggregate, a number of shares of Common Stock and Preferred Stock which together represent at least ten percent (10%) of the total number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of Preferred Stock deemed to represent the number of shares of Common Stock such share of Preferred Stock issuable upon conversion of such share of Preferred Stock at such time of determination (without regard to any restrictions on conversion)), the Company will not, without first obtaining the written consent or affirmative vote of the Majority Investor Parties, take any of the following actions: (i) liquidate, dissolve or wind-up the Company (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal any provision of the Certificate of Incorporation or Bylaws that would have a material adverse effect on any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof (provided, that for the avoidance of doubt, any amendment, modification, supplement or repeal any provision of the Certificate of Incorporation or Bylaws that would have the effect of limiting, restricting, delaying or prohibiting any rights of the Investor Parties, including modification of the nomination rights set forth in Section 3.3 , shall constitute a material adverse effect on the rights, preferences, privileges and voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programs; or (v) agree to take any of the foregoing actions.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1. Amendment and Modification . No term of this Agreement may be amended or modified without the prior written consent of each Party. No provision of this Agreement may be waived except in a writing executed and delivered by the Party against whom such waiver is sought to be enforced. Any amendment or waiver effected in accordance with this Section 4.1 shall be binding upon the Investor Parties and the Company.

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SECTION 4.2. Successors and Assigns; Binding Effect . The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. This Agreement may not be assigned by any Party hereto without the prior written consent of the Company and the Majority Investor Parties, except that any Investor Party may transfer or assign, in whole or from time to time in part, to one or more Persons the Preferred Stock or any Common Stock issued on conversion thereof; provided that (a) such Investor Party complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected and (b) the transferee agrees in writing to be bound by this Agreement as if it were a party hereto and an Investor hereunder. For the avoidance of doubt, the rights set forth herein applicable to Investor and/or any Investor Party shall inure to any transferee of an Investor Party.

SECTION 4.3. Severability . If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by Law in an acceptable manner.

SECTION 4.4. Notices and Addresses . Unless otherwise provided, any notice or request required or permitted to be delivered under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (a) if given by personal delivery, upon actual delivery, (b) if given by facsimile, upon receipt of confirmation of a completed transmittal, (c) if given by mail, upon the earlier of (i) actual receipt of such notice by the intended recipient or (ii) three (3) Business Days after such notice is deposited in first class mail, postage prepaid, and (d) if by an internationally recognized overnight air courier, one (1) Business Day after delivery to such carrier. All notices shall be addressed to the Party to be notified at the address as follows, or at such other address as such Party may designate by ten (10) days’ advance written notice to the other Party:

If to the Company :

RTI Surgical, Inc.

11621 Research Circle

Alachua, FL 32615

Attention: Board of Directors

Facsimile: 386-418-0342

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

Fulbright & Jaworski LLP

666 Fifth Avenue

New York, NY 10103

Attention: Warren J. Nimetz

Facsimile: (212) 318-3400

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If to the Investor Parties :

WSHP Biologics Holdings, LLC

c/o Water Street Healthcare Partners

333 West Wacker Drive, Suite 2800

Chicago, Illinois 60606

Attention: Ned H. Villers

Facsimile: 312-506-2901

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

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

SECTION 4.5. Governing Law; CONSENT TO JURISDICTION . This Agreement and any Action or dispute arising under or related in any way to this Agreement, the relationship of the Parties, the transactions leading to this Agreement or contemplated hereby and/or the interpretation and enforcement of the rights and duties of the Parties hereunder or related in any way to the foregoing, shall be governed by and construed in accordance with the internal, substantive Laws of the State of Delaware applicable to agreements entered into and to be performed solely within such state without giving effect to the principles of conflict of Laws thereof. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES THAT JURISDICTION AND VENUE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUIT, ACTION OR PROCEEDING SEEKING EQUITABLE RELIEF) SHALL PROPERLY AND EXCLUSIVELY LIE IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE (THE “ COURT OF CHANCERY ”) OR, TO THE EXTENT THE COURT OF CHANCERY DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE AND THE APPELLATE COURTS HAVING JURISDICTION OF APPEALS IN SUCH COURTS (THE “ DELAWARE FEDERAL COURT ”) OR, TO THE EXTENT NEITHER THE COURT OF CHANCERY NOR THE DELAWARE FEDERAL COURT HAS SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE (COLLECTIVELY, THE “ CHOSEN COURTS ”). EACH PARTY HERETO FURTHER AGREES NOT TO BRING ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY COURT OTHER THAN THE CHOSEN COURTS PURSUANT TO THE FOREGOING SENTENCE (OTHER THAN UPON APPEAL). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE CHOSEN COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN EACH OF THE CHOSEN COURTS, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH CHOSEN COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION OR PROCEEDING.

SECTION 4.6. WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE)

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INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.6 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.6 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

SECTION 4.7. Headings . The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

SECTION 4.8. Counterparts; Electronic Delivery . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of a telecopy machine or electronic mail (any such delivery, an “ Electronic Delivery ”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise (a) the use of Electronic Delivery to deliver a signature or (b) the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery, as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

SECTION 4.9. Further Assurances . Each Party shall cooperate and take such action as may be reasonably requested by another Party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby.

SECTION 4.10. Remedies . Each Party hereby acknowledges and agrees that the failure of the other Party to perform its respective agreements and covenants hereunder, including any failure to take all actions as are necessary by such Party to consummate the transactions contemplated hereby (to the extent required to be taken by such Party under this Agreement), will cause irreparable injury to the other Party, for which damages, even if available, will not be an adequate remedy. Accordingly, each Party hereby agrees that any other Party may seek the issuance of equitable relief by any court of competent jurisdiction to compel performance of such Party’s obligations.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.

Signature Page to the Investor Parties Rights Agreement

Exhibit 10.4

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of [                    ], 2013 between RTI Biologics, Inc., a Delaware corporation (the “ Company ”), and [                    ] (“ Indemnitee ”).

WHEREAS, Indemnitee is either a member of the board of directors of the Company (the “ Board ”) or an officer of the Company, or both, and in such capacity or capacities is performing a valuable service for the Company;

WHEREAS, the Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations or other business entities unless they are protected by comprehensive indemnification and liability insurance, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

WHEREAS, Section 145 of the General Corporation Law of the State of Delaware (the “ DGCL ”), under which the Company is organized, empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by the DGCL is not exclusive;

WHEREAS, the Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company;

WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be indemnified as herein provided;

WHEREAS, it is intended that Indemnitee shall be paid promptly by the Company all amounts necessary to effectuate in full the indemnity provided herein;

WHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by Water Street Healthcare Partners, LLC (“ Water Street ”) or affiliates of and investment funds directly or indirectly managed by Water Street (the “ Water Street Rights ”) that Indemnitee and Water Street intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgment of and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve as a director or in any other capacity for the Company and its subsidiaries; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Water Street Rights and the Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”) and the Amended and Restated Bylaws of the Company (the “ Bylaws ”), and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director or officer from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee . The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a) , Indemnitee shall be indemnified against all Liabilities and Expenses (each as hereinafter defined) actually incurred by or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b) , Indemnitee shall be indemnified against all Liabilities and Expenses actually incurred by or on behalf of Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided , however , if applicable law so provides, no indemnification against such Liabilities or Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company, unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually incurred by or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, if any action, suit or proceeding is disposed of or dismissed, on the merits or otherwise (including a disposition or dismissal without prejudice), without (i) an adjudication that Indemnitee was liable to the Company, (ii) a plea of guilty or nolo contendere by Indemnitee, (iii) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and (iv) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been successful with respect thereto.

2. Additional Indemnity . In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Liabilities and Expenses actually incurred by or on behalf of Indemnitee if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement, other than those set forth in Section 9 hereof, shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

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3. Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities and/or for Expenses actually incurred, in connection with any claim relating to a Proceeding under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding, and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents), on the one hand, and Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s). To the fullest extent permitted by applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents or other service providers of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

4. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually incurred by or on behalf of Indemnitee in connection therewith.

5. Advancement of Expenses . Notwithstanding any other provision of this Agreement, the Company shall advance, to the extent not prohibited by law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within fifteen (15) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall, if and to the extent required by the DGCL, include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest-free. In accordance with Sections 7(d) and 7(e) of this Agreement, advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification . It is the intent of the parties to this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary (or comparable officer) of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

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(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (3) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; provided , however , that if a Change in Control has occurred, the determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 6(c) . If a Change in Control has not occurred, the Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 12 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. . If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising the Company of the identity of the Independent Counsel so selected. The Company may, within 10 days after such written notice of selection shall have been given, deliver to the Indemnitee a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 12 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and approved by the Board within 20 days after notification by Indemnitee. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c) , regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the Person making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have

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the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) For purposes of this Agreement, it shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption of good faith shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Without limiting the generality of the foregoing, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action that is the subject of any actual or threatened Proceeding is based on (i) the records or books of account of the Enterprise (as hereinafter defined), including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

(f) If the Person empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days (or in the case of an advancement of Expenses in accordance with Section 4 , fifteen (15) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4 ) after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law, and such right to indemnification shall be enforceable by Indemnitee in any court of competent jurisdiction; provided that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within sixty (60) days after such receipt and such determination is made at such stockholders meeting, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (45) days after having been so called and such determination is made at such meeting.

(g) Indemnitee shall cooperate with the Person making a determination with respect to Indemnitee’s entitlement to indemnification hereunder, including providing to such Person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

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(h) Any Person making a determination as to Indemnitee’s entitlement to indemnification shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement.

(i) With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof the Company will be entitled to participate therein at its own expense. The Company, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided , however , that the Company shall not be entitled to assume the defense of any Proceeding if there has been a Change in Control or if Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee with respect to such Proceeding. After the Company provides written notice to Indemnitee of its election to assume the defense of any Proceeding pursuant to this Section 6(i) , the Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or otherwise; provided , however , that Indemnitee shall have the right to employ Indemnitee’s own counsel, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless:

(i) the employment of counsel by Indemnitee has been authorized by the Company;

(ii) Indemnitee shall have reasonably concluded that counsel engaged by the Company may not adequately represent Indemnitee due to, among other things, actual or potential differing interests; or

(iii) the Company shall not in fact have employed counsel to assume the defense in such Proceeding or shall not in fact have assumed such defense and be acting in connection therewith with reasonable diligence; in each of which cases the fees and expenses of such counsel shall be at the expense of the Company.

(j) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. The Company shall not settle any Proceeding in any manner unless such settlement (i) provides for a full and final release of all claims against Indemnitee and (ii) does not impose any penalty (including any admissions of fault) or limitation on Indemnitee without Indemnitee’s written consent.

(k) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

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7. Remedies of Indemnitee .

(a) Subject to Section 9 , in the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days (or in the case of an advancement of Expenses in accordance with Section 4 , fifteen (15) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4 ) after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, then Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7 . Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b) . In any judicial proceeding or arbitration commenced pursuant to this Section 7 , Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7 , Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

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(d) In the event that Indemnitee, pursuant to this Section 7 , seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses actually incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, to the fullest extent permitted by applicable law.

(e) The Company shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall advance, to the extent not prohibited by law and in accordance with Section 5 of this Agreement, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation .

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)

(i) The Company shall, if commercially reasonable, obtain and maintain in effect during the entire period described in Section 10 for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement (“ D&O Insurance ”); provided , that in connection with a Change of Control that occurs prior to

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the termination of the period described in Section 10 for which the Company is obligated to indemnify Indemnitee, the Company shall instead purchase a six (6) year pre-paid “tail policy” (a “ Tail Policy ”) on terms and conditions (in both amount and scope) providing substantially equivalent benefits to Indemnitee as the D&O Insurance in effect as of the closing of the Change of Control (the “ Change of Control Closing Date ”) with respect to matters arising on or prior to the earlier of (i) the Change of Control Closing Date and (ii) the date on which Indemnitee ceased serving as a director, officer or fiduciary of the Company, any direct or indirect subsidiary of the Company or of any other corporation, partnership, joint venture, trust or other enterprise at the express written consent of the Company.

(ii) Indemnitee shall be covered by such D&O Policies (including any Tail Policy) in accordance with its or their terms to the maximum extent of the coverage available for any such officer or director under such D&O Policies. In all such D&O Policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective D&O Policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Policies.

(c) The Company hereby acknowledges that Indemnitee has the Water Street Rights provided by Water Street and/or certain of Water Street’s affiliates that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common control with Water Street (collectively, the “ Fund Indemnitors ”). The Company hereby agrees (A) that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance Expenses or to provide indemnification for the same Liabilities or Expenses incurred by Indemnitee is secondary), (B) that it shall be required to advance the full amount of Expenses actually incurred by Indemnitee and shall be liable for the full amount of all Liabilities and Expenses to the extent legally permitted and as required by the terms of this Agreement and the Charter or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (C) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c) .

(d) Except as provided in Section 8(c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

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(e) Except as provided in Section 8(c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(f) Except as provided in Section 8(c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exception to Right of Indemnification . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as hereinafter defined), or similar provisions of state statutory law or common law; or

(b) for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Company has joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement, the Charter or the Bylaws.

10. Duration of Agreement . All agreements and obligations of the Company contained herein shall continue until and terminate upon the later of (i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company, and (ii) two (2) years after the final termination of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 7 of this Agreement relating thereto (including any rights of appeal of any Section 7 Proceeding).

11. Security . To the extent requested by Indemnitee and approved by the Board, the Company shall provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

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12. Definitions . For purposes of this Agreement:

(a) “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party . Any Person, other than WSHP Biologics Holdings, LLC, Water Street or any of their respective affiliates and other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, unless the change in relative “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding securities entitled to vote generally in the election of directors;

(ii) Change in Board of Directors . During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Section 12(a)(i) , 12(a)(iii) or 12(a)(iv) ) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or who was otherwise nominated by WSHP Biologics Holdings, LLC, Water Street or any of their respective affiliates, cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions . The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; and

(iv) Liquidation . The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions.

(b) “ Corporate Status ” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company, any direct or indirect subsidiary of the Company, or of any other corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, that such person is or was serving at the request of the Company; provided , that any person that serves as a director, officer, employee, agent or fiduciary of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, of at least 50% of whose equity interests are owned by the Company, shall be conclusively presumed to be serving in such capacity at the request of the Company.

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(c) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “ Enterprise ” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, trustee, partner, managing member, employee, agent or fiduciary.

(e) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(f) “ Expenses ” shall include all reasonable documented direct and indirect costs, including attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, out-of-pocket expenses and other disbursements and expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, responding to, or objecting to, a request to provide discovery in any Proceeding, or, to the fullest extent permitted by applicable law, successfully establishing a right to indemnification under this Agreement, whether in whole or part. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include any Liabilities.

(g) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and disbursements of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(h) “ Liabilities ” shall mean damages, losses and liabilities of any type whatsoever, including, but not limited to, any judgments, fines, excise or other taxes, penalties and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such judgments, fines, excise or other taxes, penalties or amounts paid in settlement) of any Proceeding.

(i) “ Person ” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided , however , that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

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(j) “ Proceeding ” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, and any appeal thereof, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the Corporate Status of Indemnitee, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting in such Corporate Status, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any Liability or Expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement.

13. Severability . If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

14. Enforcement and Binding Effect .

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company and/or Enterprise, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company and/or Enterprise.

(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

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(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof or other equitable relief, without any necessity of showing actual damage or irreparable harm, and that by seeking injunctive relief and/or specific performance or other equitable relief, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive or other equitable relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court, and the Company hereby waives any such requirement of such a bond or undertaking.

15. Modification and Waiver . No term of this Agreement may be amended or modified without the prior written consent of each party hereto. No provision of this Agreement may be waived except in a writing executed and delivered by the party against whom such waiver is sought to be enforced. Any amendment or waiver effected in accordance with this Section 15 shall be binding upon the parties hereto.

16. Notice By Indemnitee . Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment or other similar document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17. Notices . Unless otherwise provided, any notice or request required or permitted to be delivered under this Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (a) if given by personal delivery, upon actual delivery, (b) if given by facsimile or telecopier, upon receipt of confirmation of a completed transmittal, (c) if given by mail, upon the earlier of (i) actual receipt of such notice by the intended recipient or (ii) three (3) business days after such notice is deposited in first class mail, postage prepaid, and (d) if by an internationally recognized overnight air courier, one (1) business day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten (10) days’ advance written notice to the other party:

If to the Company :

RTI Biologics, Inc.

11621 Research Circle

Alachua, FL 32615

Attention: Board of Directors

Telecopy: 386-418-0342

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

Fulbright & Jaworski LLP

666 Fifth Avenue

New York, NY 10103

Attention: Warren J. Nimetz

Facsimile: (212) 318-3400

If to Indemnitee :

At the address set forth below Indemnitee’s signature hereto

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

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

Attention: Ted H. Zook, P.C.

                           James S. Rowe

                           Martin A. DiLoreto, Jr., P.C.

Telecopy: (312) 862-2200

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18. Counterparts; Electronic Delivery . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of a telecopy machine or electronic mail (any such delivery, an “ Electronic Delivery ”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise (a) the use of Electronic Delivery to deliver a signature or (b) the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery, as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

19. Headings; Interpretation . All headings and subheadings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation”. 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. All references to “dollars” or “$” will be deemed references to the lawful money of the United States of America. Further, the parties hereto 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 hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement.

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20. Governing Law; CONSENT TO JURISDICTION . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 7 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) agree that service of process in any such action or proceeding may be effected by notice given pursuant to Section 17 of this Agreement, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. The foregoing consent to jurisdiction shall not constitute general consent to service of process in the state for any purpose except as provided above, and shall not be deemed to confer rights on any Person other than the parties to this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first written above.

Signature Page to Director Indemnification Agreement

Exhibit 10.5

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of [                    ], 2013 between RTI Biologics, Inc., a Delaware corporation (the “ Company ”), and [                    ] (“ Indemnitee ”).

WHEREAS, Indemnitee is either a member of the board of directors of the Company (the “ Board ”) or an officer of the Company, or both, and in such capacity or capacities is performing a valuable service for the Company;

WHEREAS, the Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations or other business entities unless they are protected by comprehensive indemnification and liability insurance, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

WHEREAS, Section 145 of the General Corporation Law of the State of Delaware (the “ DGCL ”), under which the Company is organized, empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by the DGCL is not exclusive;

WHEREAS, the Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company;

WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be indemnified as herein provided;

WHEREAS, it is intended that Indemnitee shall be paid promptly by the Company all amounts necessary to effectuate in full the indemnity provided herein; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”) and the Amended and Restated Bylaws of the Company (the “ Bylaws ”), and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director or officer from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee . The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a) , Indemnitee shall be indemnified against all Liabilities and Expenses (each as hereinafter defined) actually incurred by or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter

therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b) , Indemnitee shall be indemnified against all Liabilities and Expenses actually incurred by or on behalf of Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided , however , if applicable law so provides, no indemnification against such Liabilities or Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company, unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually incurred by or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, if any action, suit or proceeding is disposed of or dismissed, on the merits or otherwise (including a disposition or dismissal without prejudice), without (i) an adjudication that Indemnitee was liable to the Company, (ii) a plea of guilty or nolo contendere by Indemnitee, (iii) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and (iv) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been successful with respect thereto.

2. Additional Indemnity . In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Liabilities and Expenses actually incurred by or on behalf of Indemnitee if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement, other than those set forth in Section 9 hereof, shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Liabilities and/or for Expenses actually incurred, in connection with any claim relating to a

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Proceeding under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding, and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents), on the one hand, and Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s). To the fullest extent permitted by applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents or other service providers of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

4. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually incurred by or on behalf of Indemnitee in connection therewith.

5. Advancement of Expenses . Notwithstanding any other provision of this Agreement, the Company shall advance, to the extent not prohibited by law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within fifteen (15) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall, if and to the extent required by the DGCL, include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest-free. In accordance with Sections 7(d) and 7(e) of this Agreement, advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification . It is the intent of the parties to this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary (or comparable officer) of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors (as hereinafter

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defined), even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (3) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; provided , however , that if a Change in Control has occurred, the determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 6(c) . If a Change in Control has not occurred, the Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 12 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. . If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Company advising the Company of the identity of the Independent Counsel so selected. The Company may, within 10 days after such written notice of selection shall have been given, deliver to the Indemnitee a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 12 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and approved by the Board within 20 days after notification by Indemnitee. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c) , regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the Person making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(e) For purposes of this Agreement, it shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption of good faith shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Without limiting the generality of the foregoing, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action that is the subject of any actual or threatened Proceeding is based on (i) the records or books of account of the Enterprise (as hereinafter defined), including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

(f) If the Person empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days (or in the case of an advancement of Expenses in accordance with Section 4 , fifteen (15) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4 ) after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law, and such right to indemnification shall be enforceable by Indemnitee in any court of competent jurisdiction; provided that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within sixty (60) days after such receipt and such determination is made at such stockholders meeting, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (45) days after having been so called and such determination is made at such meeting.

(g) Indemnitee shall cooperate with the Person making a determination with respect to Indemnitee’s entitlement to indemnification hereunder, including providing to such Person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) Any Person making a determination as to Indemnitee’s entitlement to indemnification shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement.

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(i) With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof the Company will be entitled to participate therein at its own expense. The Company, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided , however , that the Company shall not be entitled to assume the defense of any Proceeding if there has been a Change in Control or if Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee with respect to such Proceeding. After the Company provides written notice to Indemnitee of its election to assume the defense of any Proceeding pursuant to this Section 6(i) , the Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or otherwise; provided , however , that Indemnitee shall have the right to employ Indemnitee’s own counsel, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless:

(i) the employment of counsel by Indemnitee has been authorized by the Company;

(ii) Indemnitee shall have reasonably concluded that counsel engaged by the Company may not adequately represent Indemnitee due to, among other things, actual or potential differing interests; or

(iii) the Company shall not in fact have employed counsel to assume the defense in such Proceeding or shall not in fact have assumed such defense and be acting in connection therewith with reasonable diligence; in each of which cases the fees and expenses of such counsel shall be at the expense of the Company.

(j) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. The Company shall not settle any Proceeding in any manner unless such settlement (i) provides for a full and final release of all claims against Indemnitee and (ii) does not impose any penalty (including any admissions of fault) or limitation on Indemnitee without Indemnitee’s written consent.

(k) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

7. Remedies of Indemnitee .

(a) Subject to Section 9 , in the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this

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Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within thirty (30) days (or in the case of an advancement of Expenses in accordance with Section 4 , fifteen (15) days; provided that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4 ) after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, then Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7 . Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b) . In any judicial proceeding or arbitration commenced pursuant to this Section 7 , Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7 , Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 7 , seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses actually incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, to the fullest extent permitted by applicable law.

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(e) The Company shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall advance, to the extent not prohibited by law and in accordance with Section 5 of this Agreement, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation .

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)

(i) The Company shall, if commercially reasonable, obtain and maintain in effect during the entire period described in Section 10 for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement (“ D&O Insurance ”); provided , that in connection with a Change of Control that occurs prior to the termination of the period described in Section 10 for which the Company is obligated to indemnify Indemnitee, the Company shall instead purchase a six (6) year pre-paid “tail policy” (a “ Tail Policy ”) on terms and conditions (in both amount and scope) providing substantially equivalent benefits to Indemnitee as the D&O Insurance in effect as of the closing of the Change of Control (the “ Change of Control Closing Date ”) with respect to matters arising on or prior to the earlier of (i) the Change of Control Closing Date and (ii) the date on which Indemnitee ceased serving as a director, officer or fiduciary of the Company, any direct or indirect subsidiary of the Company or of any other corporation, partnership, joint venture, trust or other enterprise at the express written consent of the Company.

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(ii) Indemnitee shall be covered by such D&O Policies (including any Tail Policy) in accordance with its or their terms to the maximum extent of the coverage available for any such officer or director under such D&O Policies. In all such D&O Policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective D&O Policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exception to Right of Indemnification . Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as hereinafter defined), or similar provisions of state statutory law or common law; or

(b) for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Company has joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement, the Charter or the Bylaws.

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10. Duration of Agreement . All agreements and obligations of the Company contained herein shall continue until and terminate upon the later of (i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company, and (ii) two (2) years after the final termination of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 7 of this Agreement relating thereto (including any rights of appeal of any Section 7 Proceeding).

11. Security . To the extent requested by Indemnitee and approved by the Board, the Company shall provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

12. Definitions . For purposes of this Agreement:

(a) “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party . Any Person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, unless the change in relative “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding securities entitled to vote generally in the election of directors;

(ii) Change in Board of Directors . During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Section 12(a)(i) , 12(a)(iii) or 12(a)(iv) ) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or who was otherwise nominated by WSHP Biologics Holdings, LLC, Water Street or any of their respective affiliates, cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions . The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the

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combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; and

(iv) Liquidation . The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions.

(b) “ Corporate Status ” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company, any direct or indirect subsidiary of the Company, or of any other corporation, limited liability company, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, that such person is or was serving at the request of the Company; provided , that any person that serves as a director, officer, employee, agent or fiduciary of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, of at least 50% of whose equity interests are owned by the Company, shall be conclusively presumed to be serving in such capacity at the request of the Company.

(c) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “ Enterprise ” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, trustee, partner, managing member, employee, agent or fiduciary.

(e) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(f) “ Expenses ” shall include all reasonable documented direct and indirect costs, including attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, out-of-pocket expenses and other disbursements and expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, responding to, or objecting to, a request to provide discovery in any Proceeding, or, to the fullest extent permitted by applicable law, successfully establishing a right to indemnification under this Agreement, whether in whole or part. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include any Liabilities.

(g) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term

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“Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and disbursements of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(h) “ Liabilities ” shall mean damages, losses and liabilities of any type whatsoever, including, but not limited to, any judgments, fines, excise or other taxes, penalties and amounts paid in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such judgments, fines, excise or other taxes, penalties or amounts paid in settlement) of any Proceeding.

(i) “ Person ” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided , however , that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(j) “ Proceeding ” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, and any appeal thereof, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the Corporate Status of Indemnitee, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting in such Corporate Status, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any Liability or Expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement.

13. Severability . If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible to the fullest extent permitted by law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

14. Enforcement and Binding Effect .

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company and/or Enterprise, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company and/or Enterprise.

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(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof or other equitable relief, without any necessity of showing actual damage or irreparable harm, and that by seeking injunctive relief and/or specific performance or other equitable relief, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive or other equitable relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court, and the Company hereby waives any such requirement of such a bond or undertaking.

15. Modification and Waiver . No term of this Agreement may be amended or modified without the prior written consent of each party hereto. No provision of this Agreement may be waived except in a writing executed and delivered by the party against whom such waiver is sought to be enforced. Any amendment or waiver effected in accordance with this Section 15 shall be binding upon the parties hereto.

16. Notice By Indemnitee . Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment or other similar document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17. Notices . Unless otherwise provided, any notice or request required or permitted to be delivered under this Agreement shall be given in writing and shall be deemed effectively given as

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hereinafter described (a) if given by personal delivery, upon actual delivery, (b) if given by facsimile or telecopier, upon receipt of confirmation of a completed transmittal, (c) if given by mail, upon the earlier of (i) actual receipt of such notice by the intended recipient or (ii) three (3) business days after such notice is deposited in first class mail, postage prepaid, and (d) if by an internationally recognized overnight air courier, one (1) business day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten (10) days’ advance written notice to the other party:

If to the Company :

RTI Biologics, Inc.

11621 Research Circle

Alachua, FL 32615

Attention: Board of Directors

Telecopy: 386-418-0342

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

Fulbright & Jaworski LLP

666 Fifth Avenue

New York, NY 10103

Attention: Warren J. Nimetz

Facsimile: (212) 318-3400

If to Indemnitee :

At the address set forth below Indemnitee’s signature hereto

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18. Counterparts; Electronic Delivery . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of a telecopy machine or electronic mail (any such delivery, an “ Electronic Delivery ”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise (a) the use of Electronic Delivery to deliver a signature or (b) the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery, as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

19. Headings; Interpretation . All headings and subheadings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation”. 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. All references to “dollars” or “$” will be deemed

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references to the lawful money of the United States of America. Further, the parties hereto 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 hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement.

20. Governing Law; CONSENT TO JURISDICTION . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 7 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) agree that service of process in any such action or proceeding may be effected by notice given pursuant to Section 17 of this Agreement, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. The foregoing consent to jurisdiction shall not constitute general consent to service of process in the state for any purpose except as provided above, and shall not be deemed to confer rights on any Person other than the parties to this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first written above.

Signature Page to Director Indemnification Agreement