“Default” means any condition or event which constitutes an Event of Default or which with thegiving of notice or lapse of time or both would, unless cured or waived, become an Event ofDefault.“Default Rate” shall have the meaning ascribed to such term in Section 2(d).“Dollars” or “$” means dollars in lawful currency of the United States of America.“Event of Default” shall have the meaning assigned to such term in Section 6(a).“GAAP” means generally accepted accounting principles in effect from time to time.“Governmental Authority” means any federal, state or municipal court or other governmentaldepartment, commission, board, bureau, agency or instrumentality, governmental orquasi-governmental, domestic or foreign.“Indebtedness” means, for any Person at the time of any determination, without duplication,all obligations, contingent or otherwise, of such Person that, in accordance with GAAP, should beclassified upon the balance sheet of such Person as indebtedness.“Loan Documents” means this Agreement, the Note, all First Contingent Warrants issued byBorrower to Lender, all Second Contingent Warrants issued by Borrower to Lender, the SecurityDocuments, the Registration Rights Agreement and any other document evidencing or securing theObligations under the Note.“Material Adverse Effect” means a material adverse effect on the business, properties, assets,liabilities or condition (financial or otherwise) of the Borrower.“Note” means the promissory note of the Borrower payable to the order of Lender, substantiallyin the form of Exhibit B hereto, evidencing the maximum principal indebtedness of theBorrower to Lender under the Commitment, either as originally executed or as it may be from time totime reduced, extended or otherwise modified as provided herein.“Obligations” means all indebtedness, obligations and liabilities to the Lender existing onthe date of this Agreement or arising thereafter, direct or indirect, joint or several, absolute orcontingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising bycontract, operation of law or otherwise, of the Borrower under this Agreement or any other LoanDocument.“Person” means any individual, joint venture, corporation, company, limited liability company,voluntary association, partnership, trust, joint stock company, unincorporated organization,association, government, or any agency, instrumentality, or political subdivision thereof, or anyother form of entity or organization.“Security and Intercreditor Agreement” means the Security and Intercreditor Agreement dated ofeven date herewith by the Borrower in favor of the Lender substantially in the form attached heretoas Exhibit C and incorporated herein by this reference.
 
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“Security Documents” means (i) the Security and Intercreditor Agreement and (ii) all UniformCommercial Code financing statements filed to perfect any security interests granted under theSecurity and Intercreditor Agreement.“Subscription Agreement” means the Subscription Agreement for the 5% Convertible SecuredPromissory Note executed and delivered by the Lender, substantially in the form attached hereto asExhibit A and incorporated by reference herein.“Subsidiaries” of any Person means a corporation, partnership or other entity of which sharesof stock or other ownership interests having ordinary voting power (other than stock or such otherownership interest having such power only by reason of the happening of a contingency) to elect amajority of the board of directors or other managers of such corporation, partnership or otherentity are at the time owned, or the management of which is otherwise controlled, directly orindirectly through one or more intermediaries, or both, by such Person. Unless otherwisequalified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to aSubsidiary or Subsidiaries of the Borrower.“Termination Date” means December 31, 2012, unless the Borrower elects to extend thetermination date until December 31, 2013 upon payment of an extension fee as in an amount equal to5% of the outstanding principal balance due under the Note.SECTION 2. THE ADVANCES.(a) Commitment to Lend. The Lender hereby agrees on the terms and conditions setforth herein to make Advances to the Borrower upon request of the Borrower (an “Advance Request”),from time to time before the Termination Date; provided that, immediately after each such Advanceis made, (i) the aggregate principal amount of outstanding Advances from Lender shall not exceedthe Commitment. Within the foregoing limits, the Borrower may borrow under this Section 2, repayand reborrow under this Section 2 at any time before the Termination Date. The aggregate principalamount of the Lender’s Advances outstanding at any time shall never exceed the Commitment.(b) Method of Borrowing. The Borrower shall give notice to the Lender (an “AdvanceRequest”) at least three (3) Business Days prior to the proposed funding date of such Advancespecifying (i) the date of such Advance (which shall be the 15th or the 30thday of the same calendar month, or the next succeeding Business Day if the 15th or the30th, as applicable, is not a Business Day) and (ii) the aggregate amount of suchAdvance. The Lender shall be entitled to rely on any telephonic Advance Request which the Lenderbelieves in good faith to have been given by a duly authorized officer or employee of the Borrowerand any Advances made by the Lender based on such telephonic notice shall be an Advance for allpurposes hereunder. Not later than 5:00 p.m., Atlanta, Georgia time, on the date specified for theAdvance in the Advance Request, the Lender shall deliver to the Borrower, in immediately availablefunds, its portion of the aggregate amount of such Advance specified in the Advance Request.Notwithstanding anything to the contrary contained in this Agreement, no Advance is required to bemade if the Advance Request is not in compliance with this Agreement, or there shall have occurreda Default, which Default shall not have been cured or waived by the Lender.
 
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(c) Note. The Advances shall be evidenced by a single Note made by the Borrowerpayable to the order of the Lender substantially in the form attached hereto as Exhibit B,and shall be payable with respect to the amount of unpaid Advances plus accrued and unpaid interestat the time of repayment. All unpaid principal and interest of the Note shall be convertible intocommon stock of the Borrower at any time upon the election of the Lender, at the conversion rate of$1.00 per share of common stock as provided in the Note. The Note may be prepaid in whole or partwithout premium or penalty upon thirty (30) days’ notice to the Lender.(d) Interest Rate. Each Advance shall bear interest on the outstanding principalamount thereof, for each day from the date such Advance is made until it becomes due, at a rate perannum equal to five percent (5%). Interest shall be due and payable quarterly in arrears on thefifteenth day of each April, July, September, and January hereafter until the Note is paid in full.Any payment of principal or interest that is not paid by the due date shall bear interest at theannual rate of twelve percent (12%) (the “Default Rate”) until paid in full.(e) Termination of Commitment; Payment of Advances. The Advances shall mature, theCommitment shall terminate, and the principal amount of the Note, accrued and unpaid interest andall other Obligations represented by the Note, shall be due and payable in full on the TerminationDate. From and after the Termination Date, no Advances shall be made. Upon notice by the Borrowerto the Lender, the Borrower shall have the right to extend the Termination Date to December 31,2013, (and all rights and Obligations hereunder and under the Loan Documents) upon such noticeaccompanied by an extension payment to Borrower in the amount of five percent (5%) of the greaterof (i) outstanding principal amount of the unpaid Advances evidenced by the Note and (ii) theamount of the Commitment as of the date of the notice.(f) General Provisions Concerning Payments. All payments of principal of, or intereston, the Note shall be made in Federal or other funds immediately available to the Lender at theaddresses set forth below not later than 5:00 p.m., Atlanta, Georgia time. Funds received after5:00 p.m. shall be deemed to have been paid on the next following Business Day. Whenever anypayment of principal of, or interest on, the Advances shall be due on a day which is not a BusinessDay, the date for payment thereof shall be extended to the next succeeding Business Day. If thedate for any payment of principal is extended by operation of law or otherwise, interest thereonshall be payable for such extended time.(g) Computation of Interest. Interest and fees on Advances shall be computed on thebasis of a year of 365 days and paid for the actual number of days elapsed, calculated from andincluding the first day thereof to but excluding the last day thereof.(h) Security Interest. The obligations under the Note shall be secured by a firstpriority security interest in the Collateral pursuant to a Security and Intercreditor Agreementsubstantially in the form attached hereto as Exhibit C, which is incorporated herein bythis reference.
 
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(i) Warrants. A.(i) First Contingent Warrant. Upon making an Advance, theCompany shall issue to the Lender a warrant substantially in the form attached hereto asExhibit D, which is incorporated herein by this reference (each, a “***First ContingentWarrant***”), topurchase that number of shares of Common Stock equal to (i) 25% of the shares of Common Stockthat would be issuable upon conversion of the outstanding principal balance of the Note immediatelyafter an Advance, less (ii) the aggregate number of shares of Common Stock subject to allFirst Contingent Warrants previously issued to Lender, at an exercise price of .01 per share,subject to the terms of such Exhibit D and exercisable as provided therein.(ii) Second Contingent Warrant. The Company shall issue to the Lender an additionalwarrant substantially in the form attached hereto as Exhibit E, which is incorporatedherein by this reference (each, a “***Second Contingent Warrant***”), to purchase that number of sharesof Common Stock equal to (i) 25% of the shares of Common Stock that would be issuable uponconversion of the outstanding principal balance of the Note immediately after an Advance,less (ii) the aggregate number of shares of Common Stock subject to all Second ContingentWarrants previously issued to Lender, at an exercise price of .01 per share, subject to the termsof such Exhibit E and exercisable as provided therein.(j) Registration Rights Agreement. The Lender shall be given piggy-back registrationrights for any shares of common stock of the Borrower into which the Note is converted, suchregistration rights to be on the terms and conditions as provided in the form of RegistrationRights Agreement substantially in the form attached hereto as Exhibit F.SECTION 3. CONDITIONS TO BORROWINGS.(a) Conditions to First Borrowing. The obligation of the Lender to make an Advance onthe occasion of the first Borrowing is subject to the satisfaction of the conditions set forth inSection 3(b) below and receipt by the Lender from the Borrower of (i) a duly executed counterpartof this Agreement, a duly executed Note payable to the order of the Lender complying with theprovisions of Section 2(c) substantially in the form attached hereto as Exhibit B, dulyexecuted counterpart of the Security and Intercreditor Agreement, a duly executed First ContingentWarrant substantially in the form attached hereto as Exhibits D and a duly executed SecondContingent Warrant substantially in the form attached hereto as Exhibit E, each complyingwith the provisions of Section 2(i) hereof, and a duly executed Registration Rights Agreementsubstantially in the form attached hereto as Exhibit F, and duly executed counterparts ofeach other Loan Document to which the Borrower is a party, each signed by the Borrower and Lender,where applicable; (ii) a certificate, dated the date of the first Borrowing, signed by theBorrower’s Chief Financial Officer, to the effect that no Default hereunder has occurred and iscontinuing on the date of the Advance representations and warranties of the Borrower contained inSection 4 are true on and as of the date of the first Borrowing hereunder.(b) Conditions to All Borrowings. The obligation of the Lender to make an Advance onthe occasion of each Borrowing is subject to the satisfaction of the following conditions: (i) thefact that, immediately after such Borrowing, no Default shall have occurred and be continuing; (ii)the fact that the representations and warranties of the Borrower contained in Section 4 shall betrue in all material respects on and as of the date of such Borrowing; (iii) the fact that,immediately after such Borrowing, the aggregate principal amount of outstanding Advances from theLender shall not exceed the Commitment, and (iv) receipt by the Lender from the Borrower of a dulyexecuted First Contingent Warrant substantially in the form attachedhereto as Exhibits D and a duly executed Second Contingent Warrant substantially inthe form attached hereto as Exhibit E, each complying with the provisions of Section 2(i)hereof. Each Borrowing hereunder shall be deemed to be a representation and warranty by theBorrower on the date of such Borrowing as to the facts specified in this Section 3(b).
 
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SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that:(a) Organization and Power. The Borrower is a corporation duly organized, validlyexisting and in good standing under the laws of the State of Florida. The Borrower has allrequisite company or other organizational power and authority and all material licenses, permits,approvals and authorizations necessary to own and operate its properties, to carry on itsbusinesses as now conducted and presently proposed to be conducted and to carry out thetransactions contemplated hereby, and is qualified to do business in every jurisdiction where thefailure to so qualify might reasonably be expected to have a Material Adverse Effect.(b) Principal Business. The Borrower is primarily engaged in the business of thedevelopment and sale of orthopedic devices and amniotic tissue products (the “Business”).(c) Enforceability. This Agreement constitutes, and each of the other Loan Documentswhen duly executed and delivered by each of the Borrower and Lender that are parties thereto willconstitute, legal, valid and binding obligations of the Borrower enforceable in accordance withtheir respective terms, except as enforceability may be limited by bankruptcy, insolvency,reorganization, moratorium and other similar laws from time to time in effect affecting theenforcement of creditors’ rights generally, and except as enforcement of remedies may be limited bygeneral equitable principles.SECTION 5. COVENANTS. The Borrower agrees that so long as any portion of theCommitment is in effect hereunder or any amount payable under this Agreement remains unpaid:(a) Existence. The Borrower shall do or cause to be done all things necessary topreserve, renew and keep in full force and effect its legal existence.(b) Businesses and Properties; Compliance with Laws. The Borrower shall at all times(i) do or cause to be done all things necessary to preserve, renew and keep in full force andeffect the rights, licenses, registrations, permits, certifications, approvals, consents,franchises, patents, copyrights, trademarks and trade names, and any other trade names which may bematerial to the conduct of its business; (ii) comply in all material respects with all laws andregulations applicable to the operation of such business, whether now in effect or hereafterenacted and with all other applicable laws and regulations; (iii) take all actions which may berequired to obtain, preserve, renew and extend all rights, patents, copyrights, trademarks,tradenames, franchises, registrations, certifications, approvals, consents, licenses, permits andany other authorizations which may be material to the operation of such business; (iv) maintain,preserve and protect all property material to the conduct of such business; and (v) except forobsolete or worn out equipment, keep its material property in good repair, working order andcondition and from time to time make, or cause to be made, all needful and proper repairs,renewals, additions, improvements and replacements thereto necessary in order that thebusiness carried on in connection therewith may be properly conducted at all times.
 
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(b) Reports and Information. The Borrower shall furnish to the Lender promptly, fromtime to time, as the Lender may reasonably request, such information regarding the compliance bythe Borrower with the terms of this Agreement and the other Loan Documents or the affairs,operations or condition (financial or otherwise) of the Borrower as the Lender may reasonablyrequest and that is capable of being obtained, produced or generated by the Borrower or of whichthe Borrower has knowledge.SECTION 6. DEFAULTS; REMEDIES.(a) Events of Default. The occurrence of any one or more of the following eventsshall constitute an “Event of Default” by the Borrower under this Agreement: (i) the Borrowershall fail to pay when due any principal of any Advance or shall fail to pay any interest on anyAdvance, any fee or other amount payable hereunder within 10 days after such interest or otheramount shall become due; (ii) the Borrower shall fail to observe or perform any covenant oragreement contained in this Agreement (other than those covered by clause (i) above) for 30 daysafter the earlier of the first day on which a responsible officer of the Borrower has knowledge ofsuch failure or written notice thereof has been given to the Borrower by the Lender; (iii) anyrepresentation, warranty, certification or statement made by the Borrower in any certificate,financial statement or other document delivered pursuant to this Agreement shall prove to have beenincorrect in any material respect when made (or deemed made); (v) the Borrower shall (A) beadjudicated as bankrupt, or an order for relief shall be entered against it under the federalbankruptcy law which remains unstayed or is not dismissed within 60 days after the entry of suchadjudication or order; (B) not pay, or admit in writing its inability to pay, any materialIndebtedness generally as they become due; (C) make an assignment for the benefit of creditors; (D)apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee,examiner, liquidator or similar official for it or any substantial part of its property; (E)institute any proceeding seeking an order for relief under the federal bankruptcy law or seeking toadjudicate it as bankrupt or insolvent, or seeking dissolution, winding up, liquidation,reorganization, arrangement, adjustment or composition of it or its Indebtedness under any federalor state law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail tofile an answer or other pleading denying the material allegations of any such proceeding filedagainst, it; (F) take any action to authorize or effect any of the foregoing actions set forth inthis clause (v); or (G) fail to contest in good faith any appointment or proceeding described inclause (vi) of this Section 6(a); (vi) without the application, approval or consent of theBorrower, a receiver, custodian, trustee, examiner, liquidator or similar official shall beappointed for the Borrower or any Subsidiary or any substantial part of its property, or aproceeding described in clause (v) of this Section 6(a) shall be instituted against the Borrower,and such appointment continues undischarged or such proceeding continues undismissed or unstayedfor a period of 60 consecutive days; (vii) the Borrower or any Subsidiary shall fail within 60 daysto pay, bond or otherwise discharge any judgment or order for the payment of money in excess of$100,000 in the aggregate; (viii) the occurrence of any event, act or condition of whatever nature,whether singly or in conjunction with any other event or events, act or acts, condition orconditions, whether or not related, which the Lender determines either does or has a reasonableprobability of causing a Material Adverse Effect on the Borrower, the rights andremedies of the Lender under the Loan Documents or the ability of the Borrower to perform itsobligations under the Loan Documents, or the legality, validity or enforceability of any LoanDocument; (ix) unless otherwise agreed to by the parties hereto, if any Security Document shallfail to create a valid and perfected security interest in favor of the Lender in the Collateralpurported to be encumbered thereby; and (x) an “Event of Default” shall have occurred under theSecurity and Intercreditor Agreement or any other Loan Document.
 
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(b) Remedies on Default. Subject to the terms and conditions of the Security andIntercreditor Agreement (which requires approval of certain actions by the holders of a majority ofcertain indebtedness of the Borrower), upon the occurrence of an Event of Default, the Lender may,by notice to the Borrower, terminate the Commitment which shall thereupon terminate, and by noticeto the Borrower declare the Note (together with accrued interest thereon) to be, and the Note,including all outstanding Advances, shall thereupon become, immediately due and payable withoutpresentment, demand, protest or other notice of any kind, all of which are hereby waived by theBorrower; provided that if any Event of Default specified in clause (v) or (vi) of Section 6(a)occurs with respect to the Borrower, without any notice to the Borrower or any other act by theLender, the Commitment shall thereupon terminate and the Note, including all outstanding Advances(together with accrued interest thereon), shall become immediately due and payable withoutpresentment, demand, protest or other notice of any kind, all of which are hereby waived by theBorrower.If any suit or action is instituted or attorneys are employed to collect the amounts due under theNote or any of them or any part thereof, Borrower shall pay on demand all costs of collection,including, without limitation, all court costs and reasonable professionals’ fees and charges.SECTION 7. MISCELLANEOUS.(a) Notices. All notices, requests and other communications to any party hereundershall be in writing and shall be given to such party at its address set forth below or such otheraddress as such party may hereafter specify for the purpose by notice to the other party: (i) ifto the Borrower, at 811 Livingston Court, SE., Suite B, Marietta, GA. 30067; Attn: General Counsel,and to the Lender as shown on the Signature Page hereto. Each such notice, request or othercommunication shall be effective upon delivery (A) if given by personal delivery, (B) by certifiedmail, return receipt requested, (C) by overnight national courier to the address specified herein,provided that notices of Advance Requests to the Lender under Section 2 shall not be effectiveuntil actually received by the Lender.(b) No Waivers. No failure or delay by the Lender in exercising any right, power orprivilege hereunder or under the Loan Documents shall operate as a waiver thereof nor shall anysingle or partial exercise thereof preclude any other or further exercise thereof or the exerciseof any other right, power or privilege. The rights and remedies herein provided shall becumulative and not exclusive of any rights or remedies provided by law.(c) Amendments and Waivers. Subject to the terms of the Security and IntercreditorAgreement, any provision of this Agreement, the Note or any other Loan Documents may be amended orwaived if, but only if, such amendment or waiver is in writing and is signed by the Borrower andthe Lender.
 
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(d) Successors and Assigns. The provisions of this Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successors and assigns;provided that the Borrower may not assign or otherwise transfer any of its rights under thisAgreement.(e) Governing Law. This Agreement and the Note shall be construed in accordance withand governed by the law of the State of Georgia, without regard to that state’s conflict of lawsprinciples. This Agreement and the Note are intended to be effective as instruments executed underseal.(f) Counterparts. This Agreement may be signed in any number of counterparts, each ofwhich shall be an original, with the same effect as if the signatures thereto and hereto were uponthe same instrument.(g) Consent to Jurisdiction. The Borrower and the Lender hereby submit to thejurisdiction of any Georgia State or Superior Court sitting in Cobb County, Georgia or the UnitedStates District Court for the Northern District of Georgia, over any action or proceeding arisingout of or relating to this Agreement, the Note, the Security Documents, or any of the other LoanDocuments, and hereby irrevocably agrees that all claims in respect of such action or proceedingshall be heard and determined exclusively in such Georgia State or Federal Court. Each of theBorrower and the Lender further waives any objection to venue in such court and any objection to anaction or proceeding in such court on the basis of a non-convenient forum, and further agrees thatany action or proceeding brought against the other party hereto shall be brought exclusively insuch courts. Each of the Borrower and the Lender hereby further agrees to waive the right to ajury trial of any claim or cause of action based upon or arising out of this Agreement, the Note,the Security Documents, or any of the other Loan Documents.(h) Severability. If any provisions of this Agreement shall be held invalid under anyapplicable laws, such invalidity shall not affect any other provision of this Agreement that can begiven effect without the invalid provision, and, to this end, the provisions hereof are severable.(i) Captions. Captions in this Agreement are for the convenience of reference onlyand shall not affect the meaning or interpretation of the provisions hereof.[Signature Page Follows]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and deliveredunder seal as of the year and day first above written.         BORROWER:         **MiMedx Group, Inc.**         By:/s/ Michael J. Senken            Michael J. Senken, CFO             [COMPANY SEAL]           LENDER:         /s/ Parker H. Petit (SEAL)       **Parker H. Petit**           Address:                                      [Signature Page to Revolving Secured Line of Credit Agreement]
 
 

 
**Exhibit A**Form of Subscription AgreementName of Subscriber: Parker H. Petit