THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT
This THIRD AMENDMENT TO EQUITY PURCHASE AGREEMENT (this Amendment) dated July 8, 2020, is by and between RTI Surgical Holdings, Inc., a Delaware Corporation (Parent), and Ardi Bidco Ltd., a Delaware Corporation (Buyer, and together with Parent, each a Party and, collectively, the Parties).
WHEREAS, the Parties entered into that certain Equity Purchase Agreement (the Initial Purchase Agreement), dated January 13, 2020, by and between Parent and Buyer, pursuant to which, among other things, Buyer agreed to purchase from Parent, and Parent agreed to sell or contribute to Buyer, all of the Securities, on the terms and subject to the conditions contained in the Purchase Agreement;
WHEREAS, the Parties entered into that certain First Amendment to Equity Purchase Agreement, dated March 6, 2020, pursuant to which the Parties amended the Initial Purchase Agreement on the terms and subject to the conditions set forth therein (the Initial Purchase Agreement, as amended, the Amended Purchase Agreement);
WHEREAS, the Parties entered into that certain Second Amendment to Equity Purchase Agreement, dated April 27, 2020, pursuant to which the Parties amended the Amended Purchase Agreement on the terms and subject to the conditions set forth therein (the Amended Purchase Agreement, as amended, the Purchase Agreement); and
WHEREAS, the Parties desire to amend the Purchase Agreement as set forth herein in accordance with Section 13.6 of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:
A. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Purchase Agreement.
B. Amendments to Purchase Agreement.
1. Section 4.1 of the Purchase Agreement is hereby amended by adding the following sentence to the end of such Section:
Notwithstanding the foregoing, the Closing Date shall not occur prior to July 20, 2020.
2. A new Section 4.3(h) of the Purchase Agreement is hereby inserted into the Purchase Agreement as follows:
two (2) duly completed and executed IRS Form 8023s for each of US Metals LLC, RTI OEM, RTI Donor Services, Inc. and Tutogen US, and Tutogen Medical GmbH, as required pursuant to Section 8.2(f)(i);