Commitment Letter, dated November 1, 2018, by and between RTI Surgical, Inc., and Ares Capital Management, LLC

Exhibit 10.7

Ares Capital Corporation

245 Park Avenue, 44^th Floor

New York, New York 10167

CONFIDENTIAL

November 1, 2018

RTI Surgical, Inc.

11621 Research Circle

Alachua, Florida 32615

Attention:     Jonathon M. Singer,

 Chief Financial and Administrative Officer

RTI Surgical, Inc.

$100.0 Million Second Lien Credit Facility

Commitment Letter

Ladies and Gentlemen:

Ares Capital Management LLC (on behalf of one or more funds or accounts managed directly or indirectly by Ares Capital Management LLC or its affiliate, “Ares Capital”; together with its successors and assigns, the “Committed Lender”) hereby commits to provide (directly and/or through one or more of its direct or indirect subsidiaries or affiliates) a $100.0 million senior secured second lien credit facility (the “Second Lien Credit Facility”), and Ares Capital hereby agrees to act as administrative agent for the Second Lien Credit Facility. The Second Lien Credit Facility will be used by RTI Surgical, Inc., a Delaware corporation (“you” or the “Borrower”) in connection with the acquisition (the “Acquisition”) by you of all of the issued and outstanding equity interests of Paradigm Spine, LLC, a Delaware limited liability company (the “Target,” and, together with certain of its subsidiaries, the “Acquired Business”). In connection with the Acquisition, (a) the Borrower will obtain the Second Lien Credit Facility, (b) the Borrower will amend or otherwise modify its existing $100.0 million first lien credit facility to reduce the aggregate outstanding commitments thereunder to $75.0 million (the “Commitment Reduction Amendment”; and such facility, as in effect on the date hereof, after giving effect only to the Commitment Reduction Amendment, any conforming amendments required based on the terms of the Second Lien Credit Facility, and any other amendment reasonably acceptable to the Lead Arranger (as defined below), shall be referred to as the “First Lien Revolving Facility”), (c) the Borrower will issue to shareholders of the Target shares of common stock (which may or may not be registered) of the Borrower with a value of approximately $50.0 million (the “Equity Issuance”) (d) fees, premiums, expenses and other transaction costs incurred in connection with the foregoing (the “Transaction Costs”) will be paid, and (e) the proceeds of the Second Lien Credit Facility, certain borrowings under the First Lien Revolving Facility and the Equity Issuance will be used to pay the consideration and other amounts

owing in connection with the Acquisition under the Acquisition Agreement, to effect the Commitment Reduction Amendment and to pay all or a portion of the Transaction Costs (the foregoing are collectively referred to as the “Transactions.” Capitalized terms used in the text of this Commitment Letter without definition have the meanings assigned in the Term Sheet (as defined below).

The Committed Lender’s commitment is subject only to the conditions set forth in the Summary of Terms attached as Exhibit A with respect to the Second Lien Credit Facility (the “Term Sheet” and, collectively with this letter, the “Commitment Letter”), the funding of which is subject solely to the conditions set forth in Schedule I to the Term Sheet. Ares Capital is pleased to act, on such conditions and on the terms specified herein, as the sole lead arranger and sole bookrunner for the Second Lien Credit Facility (in such capacity, the “Lead Arranger” and, together with the Committed Lender in its capacity as a Lender (as defined below), the “Commitment Parties”).

It is agreed that Ares Capital (or its affiliates or subsidiaries) shall serve as administrative agent under the Second Lien Credit Facility (in such capacity, the “Agent”), and that Ares Capital shall have “left side” designation, shall have “left” placement in all Marketing Materials in connection with the Second Lien Credit Facility and shall appear on the top left and shall hold the leading role and responsibility customarily associated with such “top left” placement. It is further agreed and understood that, without the prior written consent of the Committed Lender, no additional agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers shall be appointed, or other titles conferred to any person or entity and no other titles will be awarded unless you and we shall so agree.

Ares Capital is not and shall not be deemed for any purpose to be acting as an agent (except to the extent of Ares Capital’s capacity as Agent), joint venturer or partner of the Borrower, the Acquired Business, any Lender or any of their respective affiliates, and Ares Capital assumes no responsibility, express or implied, for any actions or omissions of, or performance of services by, or the obligations or liabilities of, any other person in connection with this Commitment Letter, the Transactions, the entering into the of the Second Lien Credit Facility or otherwise.

The Lead Arranger may syndicate, prior to and/or after the execution of definitive documentation for the Second Lien Credit Facility (the “Credit Documentation”), all or a portion of the Second Lien Credit Facility to one or more other lenders in consultation with you (collectively with the Committed Lender, the “Lenders”) pursuant to a syndication managed by the Lead Arranger (the “Syndication Process”) on the terms set forth in this Commitment Letter and in the fee letter among the parties hereto and dated as of even date herewith (the “Fee Letter”), it being understood that the Lead Arranger will not syndicate to any person that is (i) designated by Borrower, by written notice delivered to the Lead Arranger on or prior to the date hereof, as a (x) disqualified institution, or (y) competitor of Borrower or its subsidiaries (“Competitor”) or (ii) any person that is clearly identifiable, solely on the basis of such person’s name, as an affiliate of any person referred to in clause (i)(x) or (i)(y) above (the persons described in clauses (i) and (ii) are, collectively, the “Disqualified Institutions”); provided, however, that Disqualified Institutions shall (A) exclude any person that Borrower has designated as no longer being a Disqualified Institution by written notice delivered to Agent from time to time and (B) include any person that is added as a Disqualified Institution, pursuant to a written supplement to the list of Disqualified Institutions, that is delivered by Borrower after the date hereof to the Lead Arranger (or, after the Closing Date, to Agent). Such supplement shall not apply retroactively to disqualify the transfer of an interest in the Second Lien Credit Facility that was effective prior to the effective date of such supplement.

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Notwithstanding the foregoing, in no event shall a Bona Fide Debt Fund be a Disqualified Institution, unless such Bona Fide Debt Fund is identified under clause (i)(x) above. “Bona Fide Debt Fund” shall mean any bona fide debt fund, investment vehicle, regulated banking entity or non-regulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans or bonds and/or similar extensions of credit in the ordinary course of business and with respect to which the competitors referred to in clause (i) above do not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity. The Lead Arranger will, in consultation with you, control all aspects of syndication, including the timing and, subject to your consent rights described above, selection of prospective Lenders, the awarding of any titles, the determination of allocations and the amount of any fees. You agree that no Lender will be permitted to receive compensation of any kind for its participation in the Second Lien Credit Facility, except as expressly provided for in this Commitment Letter and the Fee Letter, without the prior written consent of the Lead Arranger.

You agree to use your commercially reasonable efforts to assist until the earlier of (i) the date that is 30 days following the closing of the Second Lien Credit Facility (the “Closing Date”) and (ii) the date on which the Lead Arranger determines that the primary syndication process is complete (such earlier date, the “Syndication Date”) in achieving a syndication of the Second Lien Credit Facility that is reasonably satisfactory to us and you. The syndication efforts will be accomplished by a variety of means, including direct contact during the syndication between you and your non-legal advisors, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts, subject to your rights and obligations under the Acquisition Agreement, to ensure direct contact during the syndication between the Acquired Business’s senior management and proposed Lenders at times mutually agreed upon). For our use in connection with the syndication, until the Syndication Date, you agree, upon our request, to (a) assist us in our preparation of customary offering and marketing materials reasonably requested by us to successfully complete the syndication, (b) assist us in our preparation of a customary confidential information memorandum (certain of the contents of which you shall provide) and (c) host, with us, one general meeting with prospective Lenders at such time and place as may be mutually agreed (subject to reasonable prior notice and reasonable scheduling accommodations for your representatives and, further subject to your rights and obligations under the Acquisition Agreement, for senior management of the Acquired Business). You also agree to use your commercially reasonable efforts to ensure that our syndication efforts benefit materially from your and the Acquired Business’s existing lending relationships.

You shall ensure that, at all times prior to the end of the Syndication Process, you and your affiliates shall not, and you shall use your commercially reasonable efforts to ensure that the Acquired Business does not, enter into, arrange, place, or propose any commercial bank or other credit facilities or issue any debt or preferred debt securities, other than the Second Lien Credit Facility, the First Lien Revolving Facility, indebtedness permitted to be incurred and/or remain outstanding under the Acquisition Agreement as in effect on the date hereof, if any, or other indebtedness agreed by the Lead Arranger, in each case that could reasonably be expected to materially impair the Syndication Process, without the prior written consent of the Lead Arranger (it being understood that (1) any of Borrower’s ordinary course, short term working capital facilities, (2) any of the Acquired Business’s ordinary course, short term working capital facilities that will be repaid on the Closing Date and (3) any ordinary course capital leasing, factoring programs and purchase money and equipment financings will not impair the Syndication Process).

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You hereby represent (but only to your knowledge with respect to any of the information referred to below that is provided by another person that is not your affiliate (but in any event to include all information with respect to the Acquired Business, its subsidiaries and their respective businesses)) and covenant that (a) all written information other than projections (“Projections”), forward-looking statements and information of a general economic or industry-specific nature (the “Information”) that has been and will be made available to any of the Commitment Parties and/or the Lenders by you or any of your affiliates or representatives in connection with the transactions contemplated hereby, when taken as a whole, is and will be, when furnished, complete and correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, when taken as a whole, (after giving effect to all supplements and updates thereto through the date furnished) and (b) the Projections that have been or will be made available to the Commitment Parties by you or any of your affiliates or representatives have been or will be prepared in good faith based upon reasonable assumptions (it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material). You agree that if at any time prior to the later of (x) the Closing Date and (y) the Syndication Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information or Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information or the Projections, as the case may be, so that such representations will be correct in all material respects under those circumstances. You understand that, in arranging and syndicating the Second Lien Credit Facility, the Lead Arranger may use and rely on the Information and Projections without independent verification thereof.

You agree that the Information, Projections and all other information (including third party reports) referenced in the immediately preceding paragraph (collectively, the “Evaluation Material”) shall include a version of the confidential information memorandum, presentation and other information materials consisting exclusively of information that is either publicly available with respect to you, your affiliates, the Acquired Business and your and their respective subsidiaries and parent companies, or that is not material with respect to you, your affiliates, the Acquired Business and your and their respective securities for purposes of U.S. federal and state securities laws. You also hereby agree that you will use commercially reasonable efforts to (a) identify in writing (and cause the Acquired Business to identify in writing) and (b) clearly and conspicuously mark such Evaluation Material that does not contain any such material non-public information referred to in the prior sentence as “PUBLIC.” You hereby agree that by identifying and/or marking such Evaluation Material pursuant to the preceding sentence and/or publicly filing any Evaluation Material with the Securities and Exchange Commission, the Commitment Parties, Lenders and prospective Lenders shall be entitled to treat such Evaluation Material as PUBLIC with respect to you, your affiliates, the Acquired Business and their respective subsidiaries and parent companies for purposes of U.S. federal and state securities laws. Except as set forth in the following sentence, you agree that all Evaluation Material not clearly and conspicuously marked as “PUBLIC” shall be deemed to contain material such material, non-public information and shall only be suitable for sharing with “private-side” Lenders and prospective Lenders. You further acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked: term sheets with respect to the Second Lien Credit Facility and the Transaction, and administrative materials of a customary nature prepared by the Commitment Parties for prospective Lenders, such as a lender meeting invitation, bank allocation, if any, and funding and closing memorandum.

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For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation, or any obligation of confidentiality binding upon, or waive any privilege that may be asserted by you, the Target or any of your and its respective affiliates; provided that in the event that you do not provide information in reliance on this sentence, you shall provide notice to the Committed Lender that such information is being withheld and you shall use your commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate any applicable law, rule, regulation or obligation or risk waiver of such privilege.

You hereby authorize and agree, on behalf of yourself and the Acquired Business your and its respective affiliates, that the Evaluation Material provided by or on behalf of you, the Acquired Business and your and its respective affiliates to the Commitment Parties regarding you, the Acquired Business and your and its respective affiliates, the Transaction and the other transactions contemplated hereby in connection with the Second Lien Credit Facility may be disseminated by or on behalf of the Commitment Parties, and made available, to prospective Lenders and other persons, who have agreed to be bound by customary confidentiality undertakings (including “click-through” agreements) and, if applicable, ratings agencies, all in accordance with the Lead Arranger’s standard loan syndication practices (whether transmitted electronically by means of a website, e-mail or otherwise, or made available orally or in writing, including at prospective Lender or other meetings).

You hereby further authorize the Lead Arranger to download copies of your logos and to use commercially reasonable efforts to obtain authorization to permit the Lead Arranger to download copies of the Acquired Business’s logos, from their respective websites and post copies thereof on an IntraLinks^®, Syndtrak^® or similar workspace (an “E-System”) and use such logos on any materials prepared in connection with the Syndication Process.

Whether or not the Second Lien Credit Facility closes, you hereby agree to pay upon demand to the Commitment Parties all reasonable and documented and invoiced out-of-pocket fees and expenses (including, but not limited to, all reasonable and documented and invoiced out-of-pocket costs and expenses of one legal counsel, one regulatory counsel and, to the extent necessary, one local counsel in each relevant material jurisdiction if reasonably required for all Commitment Parties) incurred by them in connection with this Commitment Letter, the Fee Letter, the Transaction, and the Second Lien Credit Facility.

You agree that you will not disclose the contents of this Commitment Letter, the Fee Letter or the Commitment Parties’ involvement with, the Committed Lender’s commitments to provide or the Lead Arranger’s agreement to arrange the Second Lien Credit Facility to any third party (including, without limitation, any financial institution or intermediary) without the Committed Lender’s prior written consent, other than (a) to any of your affiliates and your and their respective directors, officers, employees or advisors in connection with the Transactions; provided that this Commitment Letter (but not the Fee Letter or the contents thereof other than (i) the existence thereof and the contents thereof with respect to fees generally in the aggregate as part of projections and pro forma information, (ii) a generic disclosure of aggregate sources and uses in customary disclosures regarding the Transactions and (iii) a customarily redacted version, excluding fees set forth in the Fee Letter) may also be disclosed to the equity holders and to advisors of the Acquired Business and its equity holders, directors, officers, employees and advisors (and in each case, each of their attorneys), (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform the Committed Lender and the Lead Arranger promptly thereof to the extent permitted by law), (c) this Commitment Letter, but not the Fee Letter, in any required filings with the Securities and Exchange Commission and other applicable

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regulatory authorities and stock exchanges and customary press releases issued in connection therewith, (d) as necessary to enforce the terms of this Commitment Letter or in connection with any suit, action or proceeding relating to this Commitment Letter, the Fee Letter or the transactions contemplated thereby, (e) after your acceptance hereof, the Term Sheet, including the existence and contents thereof (but not the Fee Letter or its contents) may be disclosed (in consultation with the Lead Arranger) to any Lender or participant or prospective Lender or prospective participant under the Second Lien Credit Facility and, in each case, its directors (or equivalent managers), officers, employees, affiliates, independent auditors or other experts and advisors on a confidential basis, and (f) to the extent that such information becomes publicly available other than by reason of disclosure by you in violation of this paragraph. You agree to inform all such persons who receive information concerning the Commitment Parties, this Commitment Letter or the Fee Letter that such information is confidential and may not be used for any purpose other than in connection with the Transactions and may not be disclosed to any other person. The Commitment Parties reserve the right to review and approve, in advance, all materials, press releases, advertisements and similar public disclosures that contain the Committed Lender’s or any of its affiliate’s name or describe the Committed Lender’s financing commitments or the Lead Arranger’s roles and activities.

Each Commitment Party, on behalf of itself and its affiliates and other Related Persons (as defined below), agrees that it will use all confidential information provided to it or its affiliates by or on behalf of you hereunder or in connection with the Acquisition solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Commitment Party from disclosing any such information (a) pursuant to any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case such Commitment Party, to the extent permitted by law and except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority, agrees to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over any Commitment Party or any of its affiliates, (c) to the extent that such information becomes publicly available other than by reason of disclosure by any Commitment Party in violation of this paragraph, (d) to the extent that such information is received by a Commitment Party from a third party that is not to such Commitment Party’s knowledge subject to confidentiality obligations to you, the Acquired Business or your or their respective affiliates, (e) to the extent that such information is independently developed by a Commitment Party, (f) to any Commitment Party’s affiliates and to such Commitment Party’s and its affiliates’ respective members, directors, investment or capital or similar committees employees, legal counsel, independent auditors, service providers, financing sources and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (g) to prospective Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to Borrower or any of its subsidiaries or any of their respective obligations; provided that such disclosure shall be made subject to the acknowledgment and acceptance by such prospective Lender, participant, assignee or potential counterparty on behalf of itself and its advisors, that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the applicable Commitment Party) in accordance with the standard syndication process of such Commitment Party or market standards for dissemination of such type of information which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information, or (h) in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter, the Fee Letter and/or any Credit Documentation. The provisions of this paragraph shall automatically terminate on the date that is two years following the date of this Commitment Letter unless earlier superseded by the relevant Credit Documentation. For the avoidance of doubt, (i) the provisions of this paragraph do not supersede any other confidentiality or non-disclosure agreement or undertaking by any Commitment Party or its affiliates or its or their respective Related Persons in favor of the Borrower, the Acquired Business or

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your or their respective affiliates (whether directly or indirectly through a back-to-back or similar agreement) and (ii) in no event shall any disclosure of such information referred to above be made to any Disqualified Institution.

Regardless of whether the Second Lien Credit Facility closes, you agree to (a) indemnify, defend and hold each of the Commitment Parties, each Lender, and their respective affiliates and the principals, directors, officers, employees, representatives, agents and third party advisors (“Related Persons”) of each of them (each, an “Indemnified Person”), harmless from and against all losses, disputes, claims, investigations, litigation, proceedings, expenses (including, but not limited to, attorneys’ fees), damages, and liabilities of any kind to which any Indemnified Person may become subject in connection with this Commitment Letter, the Fee Letter, the Second Lien Credit Facility, the use or the proposed use of the proceeds thereof, the Transaction or any other transaction contemplated by this Commitment Letter (each, a “Claim”, and collectively, the “Claims”), regardless of whether such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party, you, any Borrower or any of your or its respective affiliates), and (b) reimburse each Indemnified Person upon demand for all legal and other expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (each, an “Expense”) (but limited to one (1) counsel to such Indemnified Persons, taken as a whole, one (1) local counsel in each relevant jurisdiction and one (1) regulatory counsel to all such Indemnified Persons, taken as a whole, and, solely, in the event of a conflict of interest, one (1) additional counsel (and, if necessary, one (1) regulatory counsel and one local counsel in each relevant jurisdiction) to each group of similarly situated affected Indemnified Persons); provided that no Indemnified Person shall be entitled to indemnity hereunder in respect of any Claim or Expense to the extent that the same is found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from (i) the gross negligence, willful misconduct or bad faith of such Indemnified Person or any of such Indemnified Person’s controlled affiliates or any of its or their principals, directors, officers, employees, representatives, agents and third party advisors, (ii) a breach by such Indemnified Person of any of its material obligations under this Commitment Letter or the Fee Letter or (iii) a dispute solely among Indemnified Parties (other than a Claim against any Commitment Party solely in its capacity as Lead Arranger, Agent or any other similar role in connection with this Commitment Letter or the Second Lien Credit Facility) not arising out of any act or omission on the part of you or your affiliates.

No party hereto or any of its respective affiliates shall be liable for any punitive, exemplary, consequential or indirect damages alleged in connection with, arising out of, or relating to, any Claims, this Commitment Letter, the Fee Letter, the Second Lien Credit Facility, the use or the proposed use of the proceeds thereof, the Transaction, or any other transaction contemplated by this Commitment Letter; provided that nothing contained in this paragraph shall limit your indemnity and expense reimbursement obligations to the extent set forth in the previous paragraph.

Furthermore, you hereby acknowledge and agree that the use of electronic transmission is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse. You agree to assume and accept such risks and hereby authorize the use of transmission of electronic transmissions, and that no Commitment Party nor any of its respective affiliates will have any liability for any damages arising from the use of such electronic transmission systems except to the extent the same is found by a final non-appealable judgment of a court of competent jurisdiction to have arisen from the gross negligence, willful misconduct or bad faith of such Commitment Party or affiliate.

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You acknowledge that the Commitment Parties and their affiliates may be investing in or providing debt financing, equity capital or other services to other companies with which you may have conflicting interests. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and any of the Commitment Parties and/or their respective affiliates has been or will be created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties and/or their respective affiliates have advised or are advising you on other matters and (b) you will not assert any claim against any of the Commitment Parties and/or their respective affiliates for breach or alleged breach of fiduciary duty and agree that none of the Commitment Parties and/or their respective affiliates shall have any direct or indirect liability to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

This Commitment Letter shall not be assignable by you without the prior written consent of the Commitment Parties (and any purported assignment without such consent shall be null and void) and is solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons. The Committed Lender, as applicable, may also assign its commitment hereunder, in whole or in part, to any of its affiliates or to any prospective Lender in connection with the Syndication Process or otherwise; provided that, notwithstanding any such assignment, (i) with respect to amounts to be funded on the Closing Date, the commitment of the Committed Lender to fund its committed portions of the Second Lien Credit Facility on the terms and conditions set forth in this Commitment Letter and the Fee Letter will be reduced solely to the extent such other Lenders fund their commitments on the Closing Date and (ii) the Committed Lender must retain exclusive control over all rights and obligations with respect to its commitments prior to close. This Commitment Letter may not be amended or waived except in a written instrument signed by you and the Commitment Parties.

This Commitment Letter may be executed in counterparts, each of which shall be deemed an original and all of which counterparts shall constitute one and the same document. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic (including “PDF”) transmission shall be effective as delivery of a manually executed counterpart hereof. No posting to any E-System shall be denied legal effect merely because it is made electronically and each party hereto agrees not to contest the validity or enforceability of any posting on any E-System or electronic signature merely because it is made electronically.

The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Commitment Letter, including, without limitation, its validity, interpretation, construction, performance and enforcement and any claims sounding in contract law or tort law arising out of the subject matter hereof.

The parties hereto consent and agree that the state and federal courts located in New York County, State of New York, shall have exclusive jurisdiction to hear and determine any claims or disputes between or among any of the parties hereto pertaining to this Commitment Letter, the Fee Letter, the Second Lien Credit Facility, the Transaction, any other transaction relating hereto or thereto, and any investigation, litigation, or proceeding in connection with, related to or arising out of any such matters; provided that the

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\parties hereto acknowledge that any appeal from those courts may have to be heard by a court located outside of such jurisdiction. The parties hereto expressly submit and consent in advance to such jurisdiction in any action or suit commenced in any such court, and hereby waive any objection, which each of the parties may have based upon lack of personal jurisdiction, improper venue or inconvenient forum.

THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS COMMITMENT LETTER, THE FEE LETTER, THE SECOND LIEN CREDIT FACILITY, THE TRANSACTION AND ANY OTHER TRANSACTION RELATED HERETO OR THERETO. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

The provisions of this Commitment Letter set forth under this heading and the headings “Syndication”, “Clear Market”, “Information”, “Expenses”, “Confidentiality”, “Indemnity”, “Sharing Information; Absence of Fiduciary Relationship”, “Assignments and Amendments”, “Counterparts and Governing Law”, “Venue and Submission to Jurisdiction” and “Waiver of Jury Trial” shall survive the termination or expiration of this Commitment Letter and shall remain in full force and effect regardless of whether the Second Lien Credit Facility closes or the Credit Documentation shall be executed and delivered; provided that, if the Second Lien Credit Facility closes and the Credit Documentation shall be executed and delivered, (i) the provisions under the headings “Information”, “Syndication” and “Clear Market” shall survive only until the completion of the Syndication Process (as determined by Lead Arranger), and (ii) the provisions under the heading “Expenses”, “Confidentiality”, “Indemnity”, and “Sharing Information; Absence of Fiduciary Relationship” shall be superseded and deemed replaced by the terms of the Credit Documentation governing such matters.

This Commitment Letter and the Fee Letter supersede any and all discussions, negotiations, understandings or agreements, written or oral, express or implied, between or among the parties hereto and their affiliates as to the subject matter hereof.

This Commitment Letter and the Fee Letter each constitutes a legal, valid and binding obligation, enforceable against each of the parties hereto and thereto in accordance with their respective terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) and with respect to the subject matter contained herein and therein (including an obligation to negotiate in good faith)), it being acknowledged and agreed that (i) the funding of the Second Lien Credit Facility is subject only to the conditions referred to in Schedule I to the Term Sheet, including the execution and delivery of the Credit Documentation by Borrower and the Guarantors in a manner consistent with this Commitment Letter (including the Documentation Principles and the Funds Certain Provisions) and (ii) the commitment provided hereunder is subject only to those conditions set forth in Schedule I to the Term Sheet.

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The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), each Lender may be required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name, address, tax identification number and other information regarding the Borrower and each Guarantor that will allow such Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Lender.

Please indicate your acceptance of the terms hereof and of the Fee Letter by signing in the appropriate space below and in the Fee Letter and returning to the Committed Lender on behalf of the Commitment Parties such signature pages by 5:00 p.m., New York time on November 1, 2018. Unless extended in writing by the Commitment Parties, the commitments and agreements of the Commitment Parties contained herein (subject to the provisions under the heading “Survival”) shall automatically expire on the first to occur of (a) the date and time referred to in the previous sentence unless you shall have executed and delivered a copy of this Commitment Letter and the Fee Letter as provided above, (b) 5:00 p.m. New York time on March 31, 2019, (c) execution and delivery of the Credit Documentation and funding of the Second Lien Credit Facility and (d) the closing of the Acquisition without the use of the Second Lien Credit Facility.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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Sincerely,

ARES CAPITAL MANAGEMENT LLC,

on behalf of one or more funds and accounts

directly or indirectly managed by Ares Capital

Management LLC or its affiliates

[SIGNATURE PAGE – RTI SURGICAL COMMITMENT LETTER]

AGREED AND ACCEPTED

THIS 1^ST DAY OF NOVEMBER, 2018

[SIGNATURE PAGE – RTI SURGICAL COMMITMENT LETTER]

Ares Capital Corporation

245 Park Avenue, 44^th Floor

New York, New York 10167

Exhibit A to Commitment Letter

$100.0 Million Second Lien Credit Facility

Summary of Terms

November 1, 2018

Capitalized terms used herein without definition shall have the meanings assigned to such terms in the letter referenced above.

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EXHIBIT A

Negative Covenant Modifications

Notwithstanding anything to the contrary in the First Lien Revolving Facility:

Part I – Indebtedness

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Part II – Investments

Part III – Asset Sales

Part IV – Restricted Payments; Certain Payments of Indebtedness

Part V – Credit Agreement Provisions

Representations and Warranties:

Regulatory Matters

(a)    Schedule [●] sets forth, as of the Closing Date, a complete and correct list of all Registrations held by each Loan Party and its Subsidiaries. Each Loan Party and its Subsidiaries has, and it and its Products are in conformance with, all Registrations required to conduct its respective businesses as conducted as of the Closing Date except where the failure to have such Registrations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Loan Party and its Subsidiaries, neither the FDA nor other Governmental Authority is considering limiting, suspending, or revoking such Registrations or, except as set forth in Schedule [●], changing the marketing classification or labeling or other significant parameter affecting the Products of the Loan Parties or any of their respective Subsidiaries. To the knowledge of each Loan Party and its Subsidiaries, there is no false or misleading information or significant omission in any product application or other submission to the FDA or other Governmental Authority administering Public Health Laws. The Loan Parties and their respective Subsidiaries have fulfilled and performed their obligations under each Registration except where such failure would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and to the knowledge of each Loan Party and its Subsidiaries no event has occurred or condition or state of facts exists which would constitute a breach or default, or would cause revocation or termination of any such Registration. To the knowledge of each Loan Party and its Subsidiaries, no event has occurred or condition or state of facts exists which would present potential product liability related, in whole or in part, to Regulatory Matters. To the knowledge of each Loan Party and its Subsidiaries, any third party that is a manufacturer or contractor for the Loan Parties or any of their respective Subsidiaries is in compliance with all Registrations required by the FDA or comparable Governmental Authority and all Public Health Laws insofar as they reasonably pertain to the Products of the Loan Parties and their respective Subsidiaries.

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(b)    All Products designed, developed, investigated, manufactured, prepared, assembled, packaged, tested, labeled, distributed, sold or marketed by or on behalf of the Loan Parties or their respective Subsidiaries that are subject to Public Health Laws have been and are being designed, developed, investigated, manufactured, prepared, assembled, packaged, tested, labeled, distributed, sold and marketed in compliance with the Public Health Laws or any other applicable Requirement of Law, including, without limitation, clinical and non-clinical evaluation, product approval or clearance, premarketing notification, good manufacturing practices, labeling, advertising and promotion, record-keeping, establishment registration and device listing, reporting of recalls and adverse event reporting, except where such failure would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect..

(c)    Except as set forth on Schedule [●], no Loan Party nor its Subsidiaries is subject to any obligation arising under an administrative or regulatory action, proceeding, investigation or inspection by or on behalf of a Governmental Authority, warning letter, notice of violation letter, consent decree, request for information or other notice, response or commitment made to or with a Governmental Authority with respect to Regulatory Matters, and, to the knowledge of each Loan Party and its Subsidiaries, no such obligation has been threatened. Each Loan Party and its Subsidiaries has made all notifications, submissions, and reports required by any such obligation, and all such notifications, submissions and reports were true, complete, and correct in all material respects as of the date of submission to FDA or any other Governmental Authority. There is no, and there is no act, omission, event, or circumstance of which any Loan Party or any of its Subsidiaries has knowledge that would reasonably be expected to give rise to or lead to, any civil, criminal or administrative action, suit, demand, claim, complaint, hearing, investigation, demand letter, warning letter, proceeding or request for information pending against any Loan Party or its Subsidiaries, and, to each Loan Party’s and its Subsidiary’s knowledge, no Loan Party nor its Subsidiaries has any liability (whether actual or contingent) for failure to comply with any Public Health Laws. There has not been any violation of any Public Health Laws by any Loan Party or its Subsidiaries in its product development efforts, submissions, record keeping and reports to the FDA or any other Governmental Authority that could reasonably be expected to require or lead to investigation, corrective action or enforcement, regulatory or administrative action that would reasonably be expected, in the aggregate, have a Material Adverse Effect. To the knowledge of each Loan Party and each of their respective Subsidiaries, there are no civil or criminal proceedings relating to any Loan Party or any of its Subsidiaries or any officer, director or employee of any Loan Party or Subsidiary of any Loan Party that involve a matter within or related to the FDA’s or any other Governmental Authority’s jurisdiction.

(d)    As of the Closing Date, except as set forth on Schedule [●], no Loan Party nor its Subsidiaries is undergoing any non-routine inspection related to Regulatory Matters, or any other Governmental Authority investigation.

(e)    During the period of three calendar years immediately preceding the Closing Date, no Loan Party nor any Subsidiary of any Loan Party has introduced into commercial distribution any Products manufactured by or on behalf of any Loan Party or any Subsidiary of a Loan Party or distributed any products on behalf of another manufacturer that were upon their shipment by any Loan Party or any of its Subsidiaries adulterated or misbranded in violation of 21 U.S.C. § 331, except where such violation would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No Loan Party nor any Subsidiary of any Loan Party has received any notice of communication from any Governmental Authority alleging material noncompliance with any Requirement of Law. No Product has been seized, withdrawn, recalled, detained, or subject to a suspension (other than in the

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ordinary course of business) of research, manufacturing, distribution, or commercialization activity, and there are no facts or circumstances reasonably likely to cause (i) the seizure, denial, withdrawal, recall, detention, public health notification, safety alert or suspension of manufacturing or other activity relating to any Product; (ii) a change in the labeling of any Product suggesting a compliance issue or risk; or (iii) a termination, seizure or suspension of manufacturing, researching, distributing or marketing of any Product. To each Loan Party’s and its Subsidiary’s knowledge, no proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, revocation, suspension, import detention, or seizure of any Product are pending or threatened against any Loan Party or any of its Subsidiaries.

(f) No Loan Party or any Subsidiary of any Loan Party or any of their respective officers, directors, employees, agents, or contractors (i) have been excluded or debarred from any federal healthcare program (including without limitation Medicare or Medicaid) or any other federal program or (ii) have received notice from the FDA or any other Governmental Authority with respect to debarment or disqualification of any Person that would reasonably be expected to have, in the aggregate, a Material Adverse Effect. To each Loan Party’s and its Subsidiary’s knowledge, no Loan Party nor any Subsidiary of any Loan Party nor any of their respective officers, directors, employees, agents or contractors have been convicted of any crime or engaged in any conduct for which (x) debarment is mandated or permitted by 21 U.S.C. § 335a or (y) such Person could be excluded from participating in the federal health care programs under Section 1128 of the Social Security Act or any similar law. No officer and to the knowledge of each Loan Party and its Subsidiaries, no employee or agent of any Loan Party or its Subsidiaries, has (A) made any untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Authority; (B) failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority; or (C) committed an act, made a statement, or failed to make a statement that would reasonably be expected to provide the basis for the FDA or any other Governmental Authority to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” as set forth in 56 Fed. Reg. 46191 (September 10, 1991).

(g) Except as set forth on Schedule [●]: (i) each Loan Party and its Subsidiaries and, to their knowledge, their respective contract manufacturers are, and have been for the past three calendar years, in material compliance with, and each Product in current commercial distribution is designed, manufactured, prepared, assembled, packaged, labeled, stored, serviced, and processed in compliance with, the Quality System Regulation set forth in 21 C.F.R. Part 820, or comparable quality management system, including, but not limited to, ISO 13485, as applicable, (ii) each Loan Party and its Subsidiaries is in material compliance with the written procedures, record-keeping and reporting requirements required by the FDA or any other Governmental Authority pertaining to the reporting of adverse events and recalls involving the Products, including, as the case may be, Medical Device Reporting set forth in 21 C.F.R. Part 803 and Reports of Corrections and Removals set forth in 21 C.F.R. Part 806, (iii) all Products are and have been labeled, promoted, and advertised in accordance with their Registration and approved labeling or within the scope of an exemption from obtaining such Registration, and (iv) each Loan Party’s and its Subsidiaries’ establishments are registered with the FDA, as applicable, and each Product is listed with the FDA under the applicable FDA registration and listing regulations for medical devices.

Acquisition Agreement

As of the Closing Date, the Borrower has delivered to Agent a complete and correct copy of the Acquisition Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other material documents delivered pursuant thereto or in connection therewith).

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Affirmative Covenants:

Compliance with Laws

Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law and Permits (including without limitation, all Registrations) of any Governmental Authority having jurisdiction over it, its business or its Products, except where such failures to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, each Loan Party and its Subsidiaries shall comply with all Public Health Laws and their implementation by any applicable Governmental Authority and all lawful requests of any Governmental Authority applicable to its Products. All Products developed, manufactured, tested, distributed or marketed by or on behalf of any Loan Party or any of its Subsidiaries that are subject to the jurisdiction of the FDA or comparable Governmental Authority shall be developed, tested, manufactured, distributed and marketed in material compliance with the Public Health Laws and any other Requirements of Law, including, without limitation, product approval or premarket notification, good manufacturing practices, labeling, advertising, record-keeping, and adverse event reporting, and have been and are being tested, investigated, distributed, marketed, and sold in compliance with Public Health Laws and all other Requirements of Law.

Definitions:

“Permits” means, with respect to any Person, any permit, approval, clearance, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or Products or to which such Person or any of its property or Products is subject, including without limitation all Registrations.

“Products” means any item or any service that is designed, created, manufactured, managed, performed, or otherwise used, offered, or handled by or on behalf of the Loan Parties or any of their Subsidiaries.

“Public Health Laws” means all applicable Requirements of Law relating to the procurement, development, manufacture, production, analysis, distribution, dispensing, importation, exportation, use, handling, quality, sale, or promotion of any drug, medical device, food, dietary supplement, or other product (including, without limitation, any ingredient or component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. et seq.), similar state laws, controlled substances laws, pharmacy laws, or consumer product safety laws, or subject to regulation under any foreign equivalent law or regulation, as applicable.

“Registrations” means all Permits and exemptions issued or allowed by any Governmental Authority (including but not limited to new drug applications, abbreviated new drug applications, biologics license applications, investigational new drug applications, over-the-counter drug monograph, device pre-market approval applications, device pre-market notifications, investigational device exemptions, product recertifications, manufacturing approvals and authorizations, service marks, pricing and reimbursement approvals, labeling approvals or their foreign equivalent, controlled substance registrations, and wholesale distributor permits) held by, or applied by contract to, any Loan Party or any of its Subsidiaries, that are required for the research, development, manufacture, distribution, marketing, storage, transportation, use and sale of the Products of any Loan Party or any of its Subsidiaries.

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SCHEDULE I

to

Summary of Terms

Conditions to Closing

The availability of the Second Lien Credit Facility shall be subject only to the satisfaction (or waiver by the Lead Arranger) of the following conditions (subject in all respects to the Funds Certain Provisions):

Notwithstanding anything in the Term Sheet, the Commitment Letter, the Fee Letter or the Credit Documentation to the contrary, (i) the only representations and warranties related to the Acquired Business the accuracy of which will be a condition to the availability and initial funding of the Second Lien Credit Facility on the Closing Date will be (A) such representations and warranties regarding the Acquired Business in the Acquisition Agreement as are material to the interests of the Lead Arranger and the Lenders, but only to the extent that you or your affiliates have the right to terminate your or your affiliates’ obligations under the Acquisition Agreement (or the right not to consummate the Acquisition pursuant to the Acquisition Agreement) as a result of a failure of such representations and warranties to be true and correct (the “Specified Acquisition Agreement Representations”); and (B) the Specified Representations (as defined below); and (ii) the terms of the Credit Documentation will not impair the

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availability of the Second Lien Credit Facility on the Closing Date if the conditions expressly set forth in this Schedule I are satisfied (it being understood that, to the extent a security interest in any Collateral of the Acquired Business (the security interest in respect of which cannot be perfected by means of (x) the filing of a UCC financing statement or (y) delivery of possession of capital stock or other certificated security of the Acquired Business, together with undated stock powers or transfer powers in blank, but in the case of this clause (y) only to the extent actually received by the Borrower from the Acquired Business prior to the Closing Date) is not able to be provided and/or perfected on the Closing Date after Borrower’s use of commercially reasonable efforts to do so, the provision and/or perfection of such security interest in such Collateral will not constitute a condition precedent to the availability of the Second Lien Credit Facility on the Closing Date, but a security interest in such Collateral will be required to be provided and/or perfected after the Closing Date pursuant to arrangements to be mutually agreed between Borrower and Agent); provided that nothing herein shall limit the applicability of the individual conditions to closing expressly set forth herein except to the extent expressly stated to be subject to this paragraph. For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in the Term Sheet relating to legal existence, organizational power and authority to execute, deliver and perform the Credit Documentation; the authorization, execution and delivery, and legality, validity and enforceability, of the Credit Documentation; the creation, perfection and priority of liens (subject to the limitations set forth above and liens permitted under the Credit Documentation); Federal Reserve margin regulations; the Investment Company Act; use of proceeds not in violation of Patriot Act, OFAC, FCPA and other anti-terrorism, anti-money laundering and anti-corruption laws; solvency (defined consistent with the Annex A to this Schedule I); and no violation of, or conflict with, charter documents as it relates to the Credit Documentation. For the avoidance of doubt, the foregoing provisions of this paragraph are sometimes referred to as the “Funds Certain Provisions”.

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ANNEX A

FORM OF SOLVENCY CERTIFICATE

[                ] [        ], 2018

This Solvency Certificate (this “Certificate”) is being executed and delivered pursuant to Section [●] of the Credit Agreement, dated as of [●], 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among RTI Surgical, Inc., a Delaware corporation (“Borrower”), the Lenders and party thereto, Ares Capital Corporation, as administrative agent (in such capacity, “Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

The undersigned, solely in such undersigned’s capacity as [Chief Financial Officer/equivalent officer] of Holdings, and not individually, hereby certifies to Agent and the Lenders, on behalf of the Credit Parties, as follows:

1. The undersigned is familiar with the business and financial position of Credit Parties. In reaching the conclusions set forth in this Certificate, the undersigned has made, or has caused to be made under such undersigned’s supervision, such other examinations, investigations and inquiries as is reasonable and necessary to enable the undersigned to express an informed opinion as to the matters referred to herein, having taken into account the nature of the particular business anticipated to be conducted by the Credit Parties after consummation of the transactions contemplated by the Loan Agreement.

2. As of the date hereof and after giving effect to (a) the borrowing of the Term Loan and the borrowing of loans under the First Lien Revolving Facility, (b) the consummation of the Transactions, (c) the application of the proceeds of such Loans to or as directed by the Borrower and (d) the payment of all estimated legal, accounting and other fees and expenses in connection with the foregoing, the following is true with respect to the Borrower and its Subsidiaries, taken as a whole, as of the Closing Date:

(A) the present fair salable value of the assets of the Borrower and its Subsidiaries, taken as a whole (determined on a going concern basis), is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities as such debts and liabilities become absolute and matured;

(B) the fair value of the assets of the Borrower and its Subsidiaries, taken as a whole, is greater than the total amount of debts and liabilities (including subordinated, contingent and un-liquidated liabilities) of the Borrower and its Subsidiaries, taken as a whole;

(C) the Borrower and its Subsidiaries, taken as a whole, are able to pay all debts and liabilities (including subordinated, contingent and un-liquidated liabilities) as such debts and liabilities become absolute and matured; and

(D) the Borrower and its Subsidiaries, taken as a whole, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the date hereof.

For purposes of this Certificate, in computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.

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