AGREEMENT AND PLAN OF MERGER
 BY AND AMONG
 MIMEDX GROUP, INC.,
 MP HOLDINGS ACQUISITION SUB,
 ORCI ACQUISITION SUB,
 MEMBRANE PRODUCTS HOLDINGS, LLC,
 ONRAMP CAPITAL INVESTMENTS, LLC,
 THE MEMBERS,
AND
THE MEMBER REPRESENTATIVE.
 DATED DECEMBER 22, 2010




---



##### 



AGREEMENT AND PLAN OF MERGER
 PAGEARTICLE I DEFINITIONS
    
    
    2ARTICLE II THE MERGERS
    
    
    22.1 MP Holdings Merger
    
    
    22.2 OnRamp Merger
    
    
    32.3 Closing
    
    
    5ARTICLE III EFFECT OF MERGER; AMOUNT OF TRANSACTION
CONSIDERATION; PAYMENTS, ISSUANCES AND DEPOSITS; EXCHANGE PROCEDURES
    
    
    53.1 Treatment of Equity Interests
    
    
    53.2 Withholding Rights
    
    
    63.3 Rounding
    
    
    63.4 Amount of Transaction Consideration
    
    
    63.5 Payments and Deposits
    
    
    93.6 Issuance of Notes
    
    
    103.7 MP Holdings Exchange Procedure
    
    
    103.8 OnRamp Exchange Procedure
    
    
    10ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANIES
    
    
    104.1 Company Organization
    
    
    104.2 Authorization; Enforceability
    
    
    114.3 No Violations
    
    
    114.4 Consents and Approvals
    
    
    114.5 Capitalization
    
    
    124.6 Subsidiaries
    
    
    134.7 Financial Statements
    
    
    134.8 Absence of Certain Changes or Events
    
    
    144.9 Legal Proceedings, Etc.
    
    
    154.10 Taxes
    
    
    154.11 Title to Properties and Related Matters
    
    
    194.12 Company Intellectual Property; Proprietary Rights; Employee Restrictions
    
    
    204.13 Contracts
    
    
    234.14 Inventory; Warranties
    
    
    254.15 Employees; Employee Benefits
    
    
    254.16 Consultants
    
    
    284.17 Environmental, Health, and Safety Matters
    
    
    284.18 Compliance with Applicable Laws; Privacy
    
    
    284.19 Permits
    
    
    284.20 Accounts Receivable
    
    
    294.21 Accounts Payable
    
    
    294.22 Insurance
    
    
    29




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##### 



PAGE4.23 Bank Accounts; Powers of Attorney
    
    
    294.24 Minute Books and Company Records
    
    
    294.25 Related Person Indebtedness and Contracts
    
    
    304.26 Brokers
    
    
    304.27 Customers and Suppliers
    
    
    304.28 Solvency
    
    
    304.29 Nature and Business of OnRamp
    
    
    314.30 Nature and Business of MP Holdings
    
    
    314.31 Disclosure
    
    
    31ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE MEMBERS
    
    
    315.1 Organization
    
    
    315.2 Authorization; Enforceability
    
    
    315.3 No Violations
    
    
    325.4 Ownership and Title to Equity Interest
    
    
    325.5 Advice
    
    
    325.6 Brokers
    
    
    325.7 Investment Intent
    
    
    32ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION PARTIES
    
    
    336.1 Organization
    
    
    336.2 Authorization; Enforceability
    
    
    336.3 Consents and Approvals; No Violations
    
    
    336.4 Parent Common Stock
    
    
    346.5 Brokers
    
    
    346.6 Sufficient Funds
    
    
    346.7 Disclosure
    
    
    34ARTICLE VII CONDUCT PRIOR TO THE EFFECTIVE TIME
    
    
    347.1 Conduct of Business
    
    
    347.2 [Reserved]
    
    
    367.3 Other Negotiations
    
    
    367.4 Required Consents
    
    
    377.5 Resignations and Releases
    
    
    377.6 Supporting Documents
    
    
    377.7 Escrow Agreement
    
    
    377.8 Restrictive Covenants Agreements
    
    
    387.9 Employment Agreements
    
    
    387.10 Registration Rights Agreement
    
    
    387.11 Security Agreement
    
    
    387.12 NuTech Termination/Amendment
    
    
    387.13 Closing Opinion
    
    
    387.14 Options and Warrants
    
    
    387.15 Termination of Related Party Agreements
    
    
    387.16 Accuracy of Representations and Warranties of Companies and Members
    
    
    397.17 Accuracy of Acquisition Parties Representations and Warranties
    
    
    39
  Page ii




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##### 



PAGEARTICLE VIII ADDITIONAL AGREEMENTS
    
    
    398.1 Access to Properties and Records
    
    
    398.2 Reasonable Best Efforts, Etc.
    
    
    398.3 Material Events
    
    
    398.4 Fees and Expenses
    
    
    398.5 Supplements to Schedules
    
    
    408.6 Appointment of Member Representative
    
    
    408.7 Access to Employees, Customers, Vendors, and Contractors
    
    
    418.8 Confidential Information
    
    
    418.9 Director and Officer Indemnification
    
    
    428.10 Member Release
    
    
    438.11 Articles of Merger
    
    
    438.12 Tax Matters
    
    
    438.13 Further Action
    
    
    44ARTICLE IX CONDITIONS TO THE OBLIGATIONS OF THE ACQUISITION PARTIES
    
    
    449.1 Compliance with Covenants
    
    
    449.2 Amendment or Termination of NuTech Agreement
    
    
    44ARTICLE X CONDITIONS TO THE OBLIGATIONS OF THE COMPANIES
    
    
    4410.1 Compliance with Covenants
    
    
    44ARTICLE XI TERMINATION
    
    
    4511.1 Termination
    
    
    4511.2 Effect of Termination
    
    
    45ARTICLE XII INDEMNIFICATION
    
    
    4612.1 Indemnity Obligations
    
    
    4612.2 Duration
    
    
    4812.3 Direct Claims
    
    
    4912.4 Third Person Claims
    
    
    4912.5 Escrow Stock
    
    
    5012.6 Knowledge
    
    
    5012.7 Limitations of Liability
    
    
    5012.8 Adjustment to Transaction Consideration
    
    
    5112.9 Sole and Exclusive Remedy; Offset
    
    
    5112.10 Assignment of Claims
    
    
    5112.11 No Duplicative Losses; Determination of Losses
    
    
    5112.12 Cooperation
    
    
    51
  Page iii




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##### 



PAGEARTICLE XIII MISCELLANEOUS PROVISIONS
    
    
    5213.1 Responsibility for Filing Returns
    
    
    5213.2 Certain Taxes and Fees
    
    
    5213.3 No Additional Warranties or Representations; Due Diligence
    
    
    5213.4 Amendment
    
    
    5313.5 Waiver of Compliance
    
    
    5313.6 Notices
    
    
    5313.7 Binding Effect; Assignment
    
    
    5413.8 No Third Party Beneficiaries
    
    
    5413.9 Public Announcements
    
    
    5413.10 Counterparts
    
    
    5413.11 Entire Agreement
    
    
    5413.12 Construction
    
    
    5413.13 Headings
    
    
    5413.14 Schedules and Exhibits
    
    
    5513.15 Governing Law; Venue
    
    
    5513.16 Severability
    
    
    5513.17 Specific Performance
    
    
    5513.18 Waiver of Jury Trial
    
    
    5513.19 Arbitration
    
    
    55
  Page iv




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EXHIBITS
 Exhibit A
    
    Form of NotesExhibit B
    
    Resignation and ReleaseExhibit C
    
    Escrow AgreementExhibit D
    
    Restrictive Covenants AgreementExhibit E
    
    Employment AgreementExhibit F
    
    Registration Rights AgreementExhibit G
    
    Security Agreement
 SCHEDULES
  Schedule I
    
    DefinitionsSchedule 1.155
    
    Surgical Biologics ProductsSchedule 3.4(a)
    
    Transaction Consideration ScheduleSchedule 5.4
    
    MembersSchedule 7.1
    
    Conduct of BusinessSchedule 7.8
    
    Restrictive Covenants Agreement SignatoriesSchedule 7.9
    
    Employment Agreement Signatories




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##### 



AGREEMENT AND PLAN OF MERGER
 nd MIMEDX GROUP, INC. Parent MP HOLDINGS ACQUISITION SUB, LLC MP Holdings Acquisition Sub ORCI
ACQUISITION SUB, LLC OnRamp Acquisition Sub MEMBRANE PRODUCTS HOLDINGS, LLC MP Holdings ONRAMP CAPITAL INVESTMENTS, LLC OnRamp JOHN R. DANIEL Member
Representative SURGICAL BIOLOGICS, LLC Surgical Biologics
 R
E C I T A L S
   MP
Holdings Merger
 OnRamp
Merger Merger
  MP Holdings Managers




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##### 



OnRamp Managers
   ARTICLE I
 DEFINITIONS
 Schedule I
 ARTICLE II
 THE MERGERS
 MP Holdings Merger
 MP Holdings Merger
 Effect of MP Holdings Merger MP Holdings Articles of Merger
 Effective Time
  2




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##### 



Articles of Organization; Operating Agreement
 Articles of Organization
 Operating Agreement
 MP Holdings Acquisition Sub Manager and Officers
 Additional Actions
 OnRamp Merger
 OnRamp Merger
  3




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##### 



Effect of OnRamp Merger OnRamp Articles of Merger
 Effective Time
 Articles of Organization; Operating Agreement
 Articles of Organization
 Operating Agreement
 OnRamp Acquisition Sub Manager and Officers
 Additional Actions
  4




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##### 



Closing ARTICLE XI ARTICLE IX ARTICLE
X ARTICLE IX ARTICLE X th
 ARTICLE III
 EFFECT
OF MERGER; AMOUNT OF TRANSACTION CONSIDERATION;
 PAYMENTS, ISSUANCES AND DEPOSITS; EXCHANGE
PROCEDURES
 Treatment of Equity Interests
 MP Holdings Membership Interests MP Holdings
Consideration
     OnRamp Membership Interests OnRamp Consideration
      5




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##### 



Withholding Rights
 Rounding
 Amount of Transaction Consideration
 Working Capital Deficit, Excess Indebtedness, and Company Transaction Expenses
 Transaction Consideration Schedule Holdback Amount
  6




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##### 



Excess Indebtedness Post-Closing Statement Section 3.4(a)(ii) th Section 3.4(a)(ii)
  Section 3.4(a)(ii) greater
 Section 3.4(a)(ii) does not exceed
  7




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##### 



2011 Contingency-Based Payment 2011
Contingency-Based Payment
 2012 Contingency-Based Payment Section 3.4(b) 2012 Contingency-Based Payment
 Gross Revenues Adjustment
 2011 Gross Revenues reduced increased
 2012 Gross Revenues reduced increased
  8




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##### 



Inspection; Dispute Resolution Sections 3.4(a) (b) (c) (d) Section
8.8 Sections 3.4(a) (b) (c) (d)
 Payments and Deposits
 Payment of Aggregate Cash Consideration Sections 3.7 and
3.8 Section 3.4(a)
 Issuance of Aggregate Closing Stock Consideration Sections 3.7 and 3.8
 Deposit of Escrow Stock ARTICLE XII
  9




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##### 



Issuance of Notes
 MP Holdings Exchange Procedure
 OnRamp Exchange Procedure
 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF THE COMPANIES
 ARTICLE IV ARTICLE IV
 Company Organization
  10




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##### 



Section 4.1(a)of the Company Disclosure Schedule Section 4.1(b)of the Company Disclosure Schedule
 Authorization; Enforceability
 No Violations Section 4.3 of the Company
Disclosure Schedule
 Consents and Approvals
 Section 4.4(a)of the Company Disclosure Schedule
 Section 4.4(b)of the Company Disclosure Schedule
  11




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##### 



Capitalization
 Section 4.5(a)of the Company Disclosure Schedule Section 4.5(a)of the Company Disclosure Schedule Section 4.5(a)of the Company Disclosure Schedule
 Section 4.5(b)of the Company Disclosure Schedule
 Sections 4.5(a), 4.5(b), and 4.5(c)of the Company Disclosure
Schedule Section 4.5(c)of the Company Disclosure Schedule Section 4.5(c)of the Company
Disclosure Schedule
 Section 4.5(d)of the Company Disclosure Schedule
  12




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##### 



Section 3.4(a)
 Subsidiaries
 Financial Statements
  Section
4.7(b)of the Company Disclosure Schedule
   13




---



##### 



Absence of Certain Changes or Events Section 4.8 of the Company Disclosure
Schedule
            14




---



##### 



Legal Proceedings, Etc. Section 4.9 of the Company
Disclosure Schedule Actions
 Taxes
    15




---



##### 



16




---



##### 



Section 4.10(l)of the Company Disclosure Schedule
 Section 4.10(m)of the Company Disclosure Schedule
    17




---



##### 



18




---



##### 



Title to Properties and Related Matters
 Section 4.11(a)of
the Company Disclosure Schedule
 Section 4.11(b)of
the Company Disclosure Schedule Leased Real
Property Property Leases Section 4.11(b)of the Company Disclosure Schedule
  19




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##### 



Section 4.11(c)of the Company Disclosure Schedule Section 4.11(b)of the Company Disclosure Schedule
 Company Intellectual Property; Proprietary Rights; Employee Restrictions
 Section 4.12(b)of the Company Disclosure Schedule
 Section 4.12(b)of the Company Disclosure Schedule Section
4.12(b)of the Company Disclosure Schedule Company Licenses
  20




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##### 



Section 4.12(c)of the Company Disclosure Schedule
     21




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##### 



22




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##### 



Section 4.12(o)of the Company Disclosure Schedule Section 4.12(o)of the Company Disclosure Schedule Section 4.12(o)of the Company Disclosure Schedule
   Contracts
 Section 4.13(a)of the Company Disclosure Schedule
          23




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##### 



Section 4.13(a)
 Section 4.13(a)of the Company Disclosure
Schedule Section 4.13(a)of the Company Disclosure Schedule Section 4.13(a) Material Contracts Section 4.13(b)of the Company Disclosure
Schedule Section 4.13(a)of the Company
Disclosure Schedule
  24




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##### 



Inventory; Warranties
  Section 4.14 of the Company Disclosure Schedule
 Employees; Employee Benefits
 Section 4.15(a)of the Company Disclosure Schedule Section 4.15(a)of the Company
Disclosure Schedule
  25




---



##### 



Section 4.15(c)of the Company Disclosure Schedule
 Section 4.15 ERISA
Affiliate
 Section
3(1)
   26




---



##### 



Section 4.15(k)of the Company Disclosure Schedule 409A Plan
  27




---



##### 



Section 4.15(l)of the Company Disclosure Schedule
 Consultants Section 4.16 of the Company Disclosure Schedule Section 4.16 of the Company Disclosure Schedule
 Environmental, Health, and Safety Matters
 Compliance with Applicable Laws; Privacy
 Permits Section 4.19 of the Company Disclosure Schedule
  28




---



##### 



Accounts Receivable
 Accounts Payable Section
4.21 of the Company Disclosure Schedule
 Insurance Section 4.22 of the Company Disclosure Schedule
 Bank Accounts; Powers of Attorney Section 4.23 of the Company Disclosure
Schedule
 Minute Books and Company Records
  29




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##### 



Related Person Indebtedness and Contracts Section 4.25 of the Company
Disclosure Schedule Section 4.25 of the Company
Disclosure Schedule
 Brokers
 Customers and Suppliers
 Section 4.27(a)of the Company Disclosure Schedule Material Customers
 Section 4.27(b)of the Company Disclosure Schedule Material
Suppliers
 Solvency
  30




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##### 



Nature and Business of OnRamp
 Nature and Business of MP Holdings
 Disclosure
 ARTICLE V
 REPRESENTATIONS AND WARRANTIES OF THE MEMBERS
 ARTICLE V
 Organization
 Authorization; Enforceability
  31




---



##### 



No Violations
 Ownership and Title to Equity Interest Schedule 5.4 Schedule 5.4
 Advice
 Brokers
 Investment Intent Schedule 5.7
  32




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##### 



ARTICLE VI
 REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION PARTIES
 ARTICLE VI
 Organization
 Authorization; Enforceability
 Consents and Approvals; No Violations
  33




---



##### 



Parent Common Stock
 Brokers
 Sufficient Funds
 Disclosure
 ARTICLE VII
 CONDUCT PRIOR TO THE EFFECTIVE TIME
 Conduct of Business Schedule 7.1 ARTICLE XI
       34




---



##### 



35




---



##### 



Section 7.1
  Other Negotiations ARTICLE XI ARTICLE XI
  36




---



##### 



Required Consents Sections 4.4(a)and (b) of the
Company Disclosure Schedule
 Resignations and Releases Exhibit B Resignation and Release
 Supporting Documents
   Escrow Agreement Exhibit C Escrow Agreement
  37




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##### 



Restrictive Covenants Agreements Schedule 7.8 Exhibit D Restrictive Covenants Agreement
 Employment Agreements Schedule 7.9 Exhibit E Employment
Agreement
 Registration Rights Agreement Exhibit F Registration Rights Agreement
 Security Agreement Exhibit G Security Agreement
 NuTech Termination/Amendment
 Closing Opinion
 Options and Warrants
 Termination of Related Party Agreements
  38




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##### 



Accuracy of Representations and Warranties of Companies and Members ARTICLE IV ARTICLE V
 Accuracy of Acquisition Parties Representations and Warranties ARTICLE VI
 ARTICLE VIII
 ADDITIONAL AGREEMENTS
 Access to Properties and Records ARTICLE XI
 Reasonable Best Efforts, Etc.
 Material Events ARTICLE XI ARTICLE IX ARTICLE X
 Fees and Expenses
  39




---



##### 



Supplements to Schedules ARTICLE XI ARTICLE IV Section 8.5
 Appointment of Member Representative
 Ancillary Agreements
   40




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##### 



Access to Employees, Customers, Vendors, and Contractors ARTICLE
XI
 Confidential Information
 Company Contact Parent Contact Section 8.8 Section 8.8 Section 8.8 Section 8.8
  41




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##### 



ARTICLE XI th
 Section 8.8
 Section 8.8 Section 8.8
 Section 8.8 Section 8.8 Section 8.8
 Director and Officer Indemnification Indemnified Directors and Officers
  42




---



##### 



Member Release Released Claims Released Parties
 Articles of Merger
 Tax Matters
 S Corporation Status
 Tax Periods Ending on or before Closing Date
  43




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##### 



Cooperation on Tax Matters
 Further Action
 ARTICLE IX
 CONDITIONS TO THE OBLIGATIONS OF THE ACQUISITION PARTIES
  Compliance with Covenants
 Amendment or Termination of NuTech Agreement
 ARTICLE X
 CONDITIONS TO THE OBLIGATIONS OF THE COMPANIES
  Compliance with Covenants
  44




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##### 



ARTICLE XI
 TERMINATION
 Termination
    Section 11.1(b)(ii)
   Effect of Termination
 Section 11.1(a) Section 11.1(b)(i) Section 11.1(b)(ii) Section 11.1(b)(ii)
 Section 11.1(b)(ii) Section 11.1(b)(ii) Section 11.1(c) Section 11.1(d)
   45




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##### 



ARTICLE XII
 INDEMNIFICATION
 Indemnity Obligations
 Indemnification by the Companies and the Members ARTICLE
XII Surviving
Company Indemnified Parties
 ARTICLE
IV ARTICLE IV
  Section 3.4(a)
 Section 4.9
  46




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##### 



Pre-Closing Tax Period Section 12.1(a)(v) Straddle
Period Section 12.1(a)(v)
 Indemnification by the Members ARTICLE XII
 ARTICLE V ARTICLE V
   47




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##### 



Indemnification by the Acquisition Parties ARTICLE XII Company Indemnified Parties
   Duration
 Section 4.1 Section 4.2 Section 4.5 Section 4.6 Section 4.26 Section 4.29 Section 4.4.30 Section
5.1 Section 5.2 Section 5.4 Section 5.6 Seller Fundamental Representation Seller Fundamental
Representations Section 6.1 Section 6.2 Section 6.5 Sections 12.1(a)(iii) 12.1(a)(iv)
 Section 4.10 Section
4.12 Section
12.1(a)(v),
     48




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##### 



Direct Claims Claimant Indemnitor Section 12.1 Direct Claim
 Third Person Claims
 Third Person Claim Section 12.1
 Section 12.4(b)
 Section 12.4(b) ARTICLE XII
  49




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##### 



Escrow Stock ARTICLE XII Section
3.4(a)(iii)
 Knowledge
 Limitations of Liability
 Basket Sections 12.1(a)(i) 12.1(b)(i) Basket
 Cap Sections 12.1(a)(i) 12.1(b)(i) ARTICLE XII Sections
3.4(b) (c) Cap
  50




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##### 



Adjustment to Transaction Consideration ARTICLE XII
 Sole and Exclusive Remedy; Offset Section 12.9 Section
12.7(b) Sections 3.4(b) c)
 Assignment of Claims
 No Duplicative Losses; Determination of Losses ARTICLE IV ARTICLE XII ARTICLE XII ARTICLE XII ARTICLE VII
 Cooperation
  51




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##### 



ARTICLE XIII
 MISCELLANEOUS PROVISIONS
 Responsibility for Filing Returns
 Certain Taxes and Fees
 No Additional Warranties or Representations; Due Diligence Section 13.3 Forward-Looking Statements
  52




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##### 



Amendment
 Waiver of Compliance
 Notices Section 13.6
  
  
  
  
  53




---



##### 



Binding Effect; Assignment
 No Third Party Beneficiaries ARTICLE XII
 Public Announcements
 Counterparts
 Entire Agreement
 Construction
 Headings
  54




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##### 



Schedules and Exhibits
 Governing Law; Venue
 Severability
 Specific Performance
 Waiver of Jury Trial
 Arbitration.
 Section 13.19 Section 13.19
  55




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##### 



Section 13.19 Section 13.19
 Section 13.19(b)
 [SIGNATURES FOLLOW ON THE NEXT PAGE]
  56




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##### 



COUNTERPART SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER
  MIMEDX GROUP, INC.By:
    /s/ Parker H. PetitParker H. Petit, Chairman and CEOMP HOLDINGS ACQUISITION SUB, LLCBy:
    /s/ Parker H. PetitParker H. Petit, ManagerORCI ACQUISITION SUB, LLCBy:
    /s/ Parker H. PetitParker H. Petit, ManagerMEMBRANE PRODUCTS HOLDINGS, LLCBy:
    /s/ Kenneth S. HurtName:
    Kenneth S. HurtTitle:
    ManagerONRAMP CAPITAL INVESTMENTS, LLCBy:
    /s/ John R. DanielJohn R. Daniel, Operating Manager /s/ John R. DanielJOHN R. DANIEL, in his capacity as the Member Representative [Signatures continued on the following page]




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##### 



COUNTERPART SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER
 MEMBERS:/s/ John R. DanielJOHN R. DANIEL/s/ Yvette F. DanielYVETTE F. DANIEL/s/ Randall SpencerRANDALL SPENCER/s/ Katie ChristieKATIE CHRISTIE/s/ Kenneth S. HurtKENNETH S. HURTSAGESSE GENERALE, LLCBy:
    /s/ Nicholas SteeleName:
    Nicholas SteeleTitle:
    ManagerCURIEUX LIMITED CO.By:
    /s/ Robert FrohweinName:
    Robert FrohweinTitle:
    Manager List of Exhibits
 Exhibit A
    
    
    
    Form of the NotesExhibit B
    
    
    
    Form of Resignation and ReleaseExhibit C
    
    
    
    Form of Escrow AgreementExhibit D
    
    
    
    Restrictive Covenants AgreementExhibit E
    
    
    
    Employment AgreementExhibit F
    
    
    
    Registration Rights AgreementExhibit G
    
    
    
    Security Agreement




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##### 



List of Disclosure Schedules
  Schedule I
    
    
    
    DefinitionsSchedule 1.155
    
    
    
    Surgical Biologics ProductsSchedule 3.4(a)
    
    
    
    Transaction Consideration ScheduleSchedule 5.4
    
    
    
    MembersSchedule 7.1
    
    
    
    Conduct of BusinessSchedule 7.8
    
    
    
    Restrictive Covenants Agreement SignatoriesSchedule 7.9
    
    
    
    Employment Agreement Signatories




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##### 



SCHEDULE I
 DEFINITIONS
 2011 Contingency-Based Payment Section 3.4(b)
 2011 Share Value
 2012 Contingency-Based Payment Section 3.4(c)
 2012 Share Value
 409A Plan Section 4.15(k).
 Acquisition Party Acquisition Parties
 Action(s) Section 4.9
 Additional Payment Amounts Section 3.4
 Affiliate
 Aggregate Cash Consideration Section 3.4(a)
 Aggregate Closing Cash Consideration
  Schedule I, Page 1




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##### 



Aggregate Closing Stock Consideration
 Aggregate Consideration
 Aggregate Stock Consideration
 Agreement
 Ancillary Agreements Section
8.6(a)
 Balance Sheet
 Balance Sheet Date
 Basket Section 12.7(a)
 Benefit Plans
 Business
 Cap Section 12.7(b)
 Cash
  Schedule I, Page 2




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##### 



CERCLA
 Articles of Merger
 Claimant Section 12.3
 Closing
 Closing Date
 Closing Indebtedness
 Closing Share Value
 Closing Working Capital
 Code
 Combined Product
 Company Companies
 Company Contact Section
8.8(a)
 Company Disclosure Schedule ARTICLE IV ARTICLE IV
 Company Indemnified Parties Section 12.1(c)
 Company Intellectual Property
  Schedule I, Page 3




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##### 



Company Governing Documents
 Company Licenses Section
4.12(b)
 Company Material Adverse Effect Company Material Adverse Effect
 Company Transaction Expenses
 Competing Acquisition Transaction
  Schedule I, Page 4




---



##### 



Confidential Information Disclosing Party Receiving Party
 Consultant
 Contract
 Cost of Goods
 Current Assets
 Current Liabilities
 Direct Claim Section 12.3
 Disclosing Party Confidential Information
 Dispute
  Schedule I, Page 5




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##### 



Effective Time
 Employee
 Employment Agreement Section
7.9
 Environmental Laws
 Equity Interests
 Equity Plan
 ERISA
 ERISA Affiliate Section
4.15(d)
 Escrow Agent
 Escrow Agreement Section 7.7
 Escrow Period
  Schedule I, Page 6




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##### 



Escrow Stock
 Excess Indebtedness 3.4(a)(i)
 Exchange Act
 FDA Approval Costs
 Financial Statements
 Forward-Looking Statements Section 13.3
 GAAP
 GLLCA
 Governmental Entity
 Gross Revenues
  Schedule I, Page 7




---



##### 



Hazardous Materials
 Holdback Amount Section
3.4(a)(i)
 Indebtedness
 Indemnitor Section 12.3
 Indemnified Directors and Officers Section 8.9.
 Independent Accountant
 Intellectual Property
 IRS
 Joinder Agreement
  Schedule I, Page 8




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##### 



Law Laws
 Leased Real Property Section
4.11(b)
 Lien
 Loss Losses
 Material Contract Section
4.13(b)
 Material Customer Section
4.27(a)
 Material Supplier Section
4.27(b)
 Member
 Members
 Member Representative
 Merger
 MP Holdings
 MP Holdings Acquisition Sub
 MP Holdings Additional Amounts
  Schedule I, Page 9




---



##### 



MP Holdings Articles
 MP Holdings Articles of Merger Section 2.1(b)
 MP Holdings Closing Cash Consideration
 MP Holdings Closing Consideration
 MP Holdings Closing Stock Consideration
 MP Holdings Consideration Section 3.1(a)
 MP Holdings Managers
 MP Holdings Member(s)
 MP Holdings Membership Interests
 MP Holdings Merger
 MP Holdings Notes
 MP Holdings Note Consideration
 MP Holdings Operating Agreement
 MP Holdings Percentage
 Notes
 NuTech
  Schedule I, Page 10




---



##### 



NuTech Agreement
 Options
 OnRamp
 OnRamp Acquisition Sub
 OnRamp Additional Amounts
 OnRamp Articles
 OnRamp Articles of Merger Section 2.1(b)
 OnRamp Closing Cash Consideration
 OnRamp Closing Consideration
 OnRamp Closing Stock Consideration
 OnRamp Consideration Section
3.1(b)
 OnRamp Managers
 OnRamp Member(s)
 OnRamp Membership Interests
 OnRamp Merger
 OnRamp Notes
  Schedule I, Page 11




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OnRamp Note Consideration
 OnRamp Operating Agreement
 OnRamp Percentage
 Parent
 Parent Common Stock
 Parent Contact Section
8.8(a)
 Permits
 Person
 Pre-Closing Tax Period Section
12.1(a)(v)
 Property Lease Property Leases Section 4.11(b)
 Receiving Party Confidential Information
 Registration Rights Agreement Section 7.10
 Related Persons
 Required Consents Section 4.4
  Schedule I, Page 12




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Resignation and Release Section
7.5
 Restrictive Covenants Agreement Section 7.8
 SEC
 Securities Act
 Security Agreement Section
7.11
 Seller Fundamental Representation Seller Fundamental
Representations Section 12.2(a)
 Straddle Period Section
12.1(a)(v)
 Subsidiary Subsidiary
 Surgical Biologics
 Surgical Biologics Articles
 Surgical Biologics Membership Interests
 Surgical Biologics Operating Agreement
  Schedule I, Page 13




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Surgical Biologics Products Schedule
1.155
 Surviving Company Surviving Companies
 Surviving Company Indemnified Parties Section 12.1(a)
 Tail Policy Section 8.9
 Tax Taxes
 Tax Return
 Third Person Claim Section
12.4(a)
 Transaction Consideration
 Transaction Consideration Schedule Section 3.4(a)(i)
  Schedule I, Page 14




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Transactions
 Unit Cost Schedule 1.155
 Warrants
 Working Capital
 Working Capital Deficit Section 3.4(a)(ii)
  Schedule I, Page 15




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Exhibit A




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Exhibit B




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Exhibit C




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Exhibit D




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Exhibit E




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Exhibit F




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REGISTRATION RIGHTS AGREEMENT
 Agreement    Company Shareholder Shareholders
 Merger Agreement MP Holdings OnRamp Member
Representative Surgical Biologics
   Section 1. Certain Definitions
 Affiliate
 Articles of Incorporation
 Blue Sky Application
 Commission
 Common Stock




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Employee Shares
 Exchange Act
 Form S-1, S-3 and SB-2
 Merger Stock
 Person
 Registrable Shares
 Registration Expenses
 Rule 144
 Rule 145
 Securities Act
 Selling Expenses has the meaning ascribed to such term in Section 7 hereof




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Section 2. Piggy-Back Registrations
   Piggy-Back




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Section 3. Expiration of Obligations
 Section 4. Indemnification; Procedures; Contribution
 Blue Sky Application




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Section 5. Exchange Act Registration and Rule 144 Reporting




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Section 6. Registration Procedures




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Section 7. Expenses Registration Expenses Selling Expenses




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Section 8. Delay of Registration
 Section 9. Conditions to Registration Obligations




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Section 10. Miscellaneous
    If to the Company to:
    
    MiMedx Group, Inc.
811 Livingston Court. SE, Suite B
Marietta, Georgia 30067
Attn: General Counsel
Fax No: (678) 384-6741
 If to any Shareholder to:
    
    The address of such Shareholder as set
forth in the records of the Company




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Signatures contained on the following pages]




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IN WITNESS WHEREOF
 COMPANY:

MiMedx Group, Inc.By:Name:Title: [Shareholders signatures contained on the following pages]




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Registration Rights Agreement
 
 Signature for Corporate, Partnership,
or other Equity 
Shareholder:
    
    Signature for Individual Shareholder:(Signature)(Print Name of Entity)Print Name:
 By:Print Name:Print Title:




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Exhibit G