X0306 4 2019-03-08 1 0001100441 RTI SURGICAL, INC. RTIX 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 2019-03-08 4 J 0 50000 D Common Stock 15152761 0 D The Series A Preferred Stock was convertible into Common Stock at a price of $4.39 per share, based on the aggregate liquidation value of the Series A Preferred Stock, which was approximately $66,520,618 as of March 8, 2019. The Series A Preferred Stock was subject to the terms and conditions of that certain Investment Agreement by and between the Issuer and WSHP Biologics Holdings, LLC, dated as of June 12, 2013, and that certain Certificate of Designation governing the Series A Preferred Stock, dated as of July 16, 2013, as amended and restated on August 1, 2018. On March 8, 2019, pursuant to the Master Transaction Agreement, by and among Bears Holding Sub, Inc. ("New RTI"), the Issuer, PS Spine Holdco, LLC, a Delaware limited liability company (the "Member"), and Bears Merger Sub, Inc., a Delaware corporation (the "Merger Sub"): (a) the Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of New RTI (the "Merger"); (b) the Member contributed all of the issued and outstanding membership interests of Paradigm Spine, LLC, a Delaware limited liability company and wholly owned subsidiary of the Member, to New RTI; and (c) New RTI was renamed "RTI Surgical Holdings, Inc." Pursuant to the Master Transaction Agreement, at the effective time of the Merger each issued and outstanding share of Series A Preferred Stock of the Issuer converted automatically into one share of New RTI's Series A Convertible Preferred Stock. The Series A Preferred Stock was 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: GP, By: Water Street Healthcare Partners, LLC, Its: GP, By: /s/ Timothy Dugan, Name: Timothy Dugan, Its: Authorized Signatory 2019-03-12 WATER STREET HEALTHCARE MANAGEMENT II, L.P., By: Water Street Healthcare Partners, LLC, Its: General Partner, By: /s/ Timothy Dugan, Name: Timothy Dugan, Its: Authorized Signatory 2019-03-12 WATER STREET HEALTHCARE PARTNERS, LLC, By: /s/ Timothy Dugan, Name: Timothy Dugan, Its: Authorized Signatory 2019-03-12