X0206 3 2019-03-08 0 0001760173 RTI Surgical Holdings, Inc. RTIX 0001581931 WSHP Biologics Holdings, LLC 444 WEST LAKE STREET, SUITE 1800 CHICAGO IL 60606 0 0 1 0 0001430540 WATER STREET HEALTHCARE PARTNERS II LP 444 WEST LAKE STREET, SUITE 1800 CHICAGO IL 60606 0 0 1 0 0001582580 WATER STREET HEALTHCARE MANAGEMENT II, LP 444 WEST LAKE STREET, SUITE 1800 CHICAGO IL 60606 0 0 1 0 0001582578 WATER STREET HEALTHCARE PARTNERS, LLC 444 WEST LAKE STREET, SUITE 1800 CHICAGO IL 60606 0 0 1 0 Series A Preferred Stock 4.39 Common Stock 15152761 D The Series A Preferred Stock (the "Preferred Stock") is convertible at any time into Common Stock of the Issuer at a price of $4.39 per share, based on the aggregate liquidation value of the Preferred Stock, which was approximately $66,520,618 as of March 8, 2019. The Preferred Stock and its conversion price are subject to the terms and conditions of the Amended and Restated Certificate of Designation governing the Series A Preferred Stock, dated as of March 8, 2019, and the Investment Agreement (the "Investment Agreement"), by and between RTI Surgical, Inc., currently a wholly owned subsidiary of the Issuer ("Old RTI"), and WSHP Biologics Holdings, LLC, dated as June 12, 2013. The rights and obligations of Old RTI under the Investment Agreement were assumed by the Issuer pursuant to the assignment and assumption agreement described below. On March 8, 2019, pursuant to the Master Transaction Agreement, by and among the Issuer, Old RTI, PS Spine Holdco, LLC (the "Member"), and Bears Merger Sub, Inc. (the "Merger Sub"): (a) the Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of the Issuer (the "Merger"); (b) the Member contributed all of the issued and outstanding membership interests of Paradigm Spine, LLC, a wholly owned subsidiary of the Member, to the Issuer; and (c) the Issuer was renamed "RTI Surgical Holdings, Inc." At the effective time of the Merger, each issued and outstanding share of Series A Preferred Stock of the Old RTI converted automatically into one share of the Issuer's Series A Preferred Stock. The Issuer assumed the rights and obligations of Old RTI under the Investment Agreement pursuant to the Assignment and Assumption Agreement, dated as of November 1, 2018, by and between the Issuer and Old RTI. The Series A Preferred Stock is held directly by WSHP Biologics Holdings, LLC. The managing member of WSHP Biologics Holdings, LLC is Water Street Healthcare Partners II, L.P., whose sole general partner is Water Street Healthcare Management II, L.P. The sole general partner of Water Street Healthcare Management II, L.P. is Water Street Healthcare Partners, LLC. Each of Water Street Healthcare Partners II, L.P., Water Street Healthcare Management II, L.P. and Water Street Healthcare Partners, LLC has disclaimed beneficial ownership of such shares of Series A Preferred Stock, except to the extent of its pecuniary interest therein. WSHP BIOLOGICS HOLDINGS, LLC , By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory 2019-03-12 WATER STREET HEALTHCARE PARTNERS II, L.P., By: Water Street Healthcare Management II, L.P., Its: General Partner, By: Water Street Healthcare Partners, LLC , Its: General Partner., By: /s/ Timothy A. Dugan, Name: Timothy A. Dugan, Its: Authorized Signator 2019-03-12 WATER STREET HEALTHCARE MANAGEMENT II, L.P., By: Water Street Healthcare Partners, LLC, Its: General Partner, By: /s/ Timothy A. Dugan, Name: Timothy A. Dugan, Its: Authorized Signatory 2019-03-12 WATER STREET HEALTHCARE PARTNERS, LLC, By:/s/ Timothy A. Dugan, Name: Timothy A. Dugan, Its: Authorized Signatory 2019-03-12