UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

PATRICIA LOWRY, individually and on 

behalf of all others similarly situated, 

Plaintiff, 

v. 

RTI SURGICAL HOLDINGS, INC., 

CAMILLE I. FARHAT, BRIAN K. 

HUTCHISON, JONATHON M. SINGER, 

ROBERT P. JORDHEIM, and JOHANNES 

W. LOUW, 

Defendants.

)

)

)

)

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

No.: 20-cv-01939 

Honorable Matthew F. Kennelly 

STIPULATION AND AGREEMENT OF SETTLEMENT 

 This Stipulation and Agreement of Settlement (the “Stipulation”) dated August 31, 2021 is 

hereby submitted to the Court pursuant to Rule 23 of the Federal Rules of Civil Procedure. Subject 

to the approval of the Court, this Stipulation is entered into among Rosy Yeretsian (“Plaintiff”),1

and RTI Surgical Holdings, Inc. (n/k/a Surgalign Holdings, Inc.), Camille I. Farhat, Brian K. 

Hutchison, Jonathon M. Singer, Robert P. Jordheim and Johannes W. Louw (collectively, 

“Defendants”), by and through their respective counsel. Plaintiff and Defendants are collectively 

referred herein as the “Parties” or sometimes the “Settling Parties.” 

1. WHEREAS, on March 23, 2020, plaintiff Patricia Lowry filed a putative class 

action complaint styled as Lowry v. RTI Surgical Holdings, Inc., alleging violations of federal 

1

 All capitalized words and terms that are not otherwise defined in text shall have the 

meaning ascribed in the section entitled “Certain Definitions.” 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 1 of 39 PageID #:3589
2 

securities laws against the Defendants in the United States District Court for the Northern District 

of Illinois; 

2. WHEREAS, on May 22, 2020, Rosy Yeretsian filed a motion to be appointed Lead 

Plaintiff and for the appointment of Pomerantz LLP and Roche Freedman LLP as Lead Counsel; 

3. WHEREAS, on June 30, 2020, the Court appointed Rosy Yeretsian as Lead 

Plaintiff and appointed Pomerantz LLP and Roche Freedman LLP as Lead Counsel, and granted 

Lead Plaintiff forty-five days to file an amended or consolidated class action complaint; 

4. WHEREAS, after being granted an extension, on August 31, 2020, Lead Plaintiff 

filed a Consolidated Amended Class Action Complaint for Violations of the Federal Securities 

Laws against the Defendants; 

5. WHEREAS, on October 15, 2020, RTI Surgical Holdings, Inc., Jonathon M. 

Singer, and Camile I. Farhat filed one motion to dismiss the Consolidated Amended Class Action 

Complaint, Brian K. Hutchison filed an individual motion to dismiss the Consolidated Amended 

Class Action Complaint, Johannes W. Louw filed an individual motion to dismiss the Consolidated 

Amended Class Action Complaint, and Robert P. Jordheim filed an individual motion to dismiss 

the Consolidated Amended Class Action Complaint; 

6. WHEREAS, on December 4, 2020, Plaintiff filed one Omnibus Opposition to the 

Motions to Dismiss; 

7. WHEREAS, on January 4, 2021, Defendants filed a Reply to the Omnibus 

Opposition for each of the Defendants per their motions to dismiss; 

8. WHEREAS, on April 1, 2021, the Court denied the motions to dismiss and directed 

the Defendants to answer the amended complaint by no later than April 29, 2021. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 2 of 39 PageID #:3590
3 

9. WHEREAS, on April 29, 2021, all Defendants filed an Answer to the Consolidated 

and Amended Class Action Complaint; 

10. WHEREAS, on May 5, 2021, the Parties advised the Court during a telephonic 

status conference that the parties had agreed to a mediation session on June 30, 2021; 

11. WHEREAS, the Settlement set forth in this Stipulation is the product of substantial, 

protracted arm’s-length negotiations, including significant mediation efforts conducted in a full 

day mediation session on June 30, 2021 and on many occasions thereafter by experienced 

mediator Michelle Yoshida; 

12. WHEREAS, in recognition of the inherent risks and costs of continued litigation 

and the benefits of resolving this litigation, the Parties desire to settle and resolve any and all actual 

or potential claims by or between Plaintiff, on the one hand, and the Released Persons, on the other 

hand, arising out of or relating to the subject matter of this Action; 

13. WHEREAS, the Parties agree to the certification of the Class to effectuate the 

Settlement herein, and thus for Settlement purposes only; 

14. WHEREAS, the Released Persons deny any wrongdoing and/or fault whatsoever, 

and the Settling Parties agree that this Stipulation, the fact of settlement, any settlement 

discussions, any settlement proceedings, and any statements and/or documents relating to this 

Settlement and/or to any settlement term do not constitute and in no event shall be construed as 

(or be considered evidence of) an admission or concession: (i) by any Released Person with respect 

to any fact or matter stated or alleged in the Action; (ii) by any Released Person with respect to 

any actual or potential claim, liability, wrongdoing, fault, or damage whatsoever; (iii) by any 

Released Person with respect to any infirmity in any defense or other argument that any Released 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 3 of 39 PageID #:3591
4 

Person has asserted; or (iv) by Plaintiff with respect to any infirmity in the claims asserted in the 

Action; 

15. WHEREAS, the Parties wish to settle and compromise any dispute regarding the 

Action or its subject matter, including but not limited to whether the Action was filed by Plaintiff 

and defended by Defendants in good faith and with adequate basis in fact under Rule 11 of the 

Federal Rules of Civil Procedure, and agree that the Action is being voluntarily settled after work 

with an experienced mediator and on advice of counsel, and that the terms of the Settlement are 

fair, adequate, and reasonable; 

16. WHEREAS, Lead Counsel, on the basis of their further investigation and the 

opinions of retained experts, have thoroughly analyzed both the underlying events and transactions 

alleged in the Action and the claims against Defendants, and the potential defenses thereto. As a 

result of this information and her discussions with Lead Counsel, Plaintiff has sufficient bases to 

evaluate the Settlement, as described in this Stipulation, and has concluded that the Settlement is 

fair, reasonable and adequate to her and the Class; 

17. WHEREAS, Lead Counsel have also concluded that the terms and conditions of 

the Settlement set forth herein are fair, reasonable, and adequate to Plaintiff and the Class, and in 

their best interests, after considering: (i) the substantial benefits that the Class will receive from 

settlement of the claims against Defendants; (ii) the attendant costs and risks of litigation; and (iii) 

the desirability of permitting the Settlement to be consummated as provided by the terms of this 

Stipulation; 

NOW, WHEREFORE, without any admission or concession on the part of the Plaintiff of 

any lack of merit in the Action whatsoever, and without any admission or concession on the part 

of Defendants of any liability, wrongdoing, fault, or lack of merit in the defenses asserted in the 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 4 of 39 PageID #:3592
5 

Litigation whatsoever, the Parties hereby STIPULATE AND AGREE, through their respective 

attorneys, subject to approval of the Court pursuant to Rule 23(e) of the Federal Rules of Civil 

Procedure, to the following terms and conditions: 

A. CERTAIN DEFINITIONS 

As used in this Stipulation, the following terms have the meanings specified below: 

1. “Action” means Lowry v. RTI Surgical Holdings, Inc., Civil Action No. 20 C 01939 

(MFK), pending in the United States District Court for the Northern District of Illinois. 

2. “Attorneys’ Fees and Expenses” means any portion of the Gross Settlement Fund 

approved by the Court for payment to Lead Counsel, including attorneys’ fees, costs, litigation 

expenses, and fees and expenses of experts (excluding Notice and Administration Expenses). 

3. “Authorized Claimant” means any Claimant whose claim for recovery has been 

allowed pursuant to the terms of the Stipulation or by order of the Court. 

4. “Award to Plaintiff” means any portion of the Gross Settlement Fund approved by 

the Court for payment to Plaintiff Rosy Yeretsian as reimbursement for her service to the Class in 

this Action, and of reasonable costs and expenses directly relating to the representation of the Class 

pursuant to 15 U.S.C. § 78u-4(a)(4). 

5. “Bar Order” means that portion of the Order and Judgment, the text of which will 

be substantially in the form set out in paragraphs 15 and 16 of Exhibit B that the Settling Parties 

will ask the Court to enter and that is an essential term of the Settlement. 

6. “Barred Claims” means any claim, if any, however styled, whether for 

indemnification, contribution, or otherwise and whether arising under state, federal or common 

law, against the Released Persons (including claims asserted by Released Persons against other 

Released Persons) where the claim is or arises from a Released Claim and the alleged injury to 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 5 of 39 PageID #:3593
6 

such Person arises from that Person’s alleged liability to the Class or any Class Member, including 

any claim in which a Person seeks to recover from any of the Released Persons (i) any amounts 

such person or entity has or might become liable to pay to the Class or any Class Member and/or 

(ii) any costs, expenses, or attorneys’ fees from defending any claim by the Class or any Class 

Member. 

7. “Claimant” means any Class Member who files a Proof of Claim in such form and 

manner, and within such time, as set forth in this Stipulation, or as the Court shall prescribe. 

8. “Claims Administrator” means the accounting and claims administration firm 

which Lead Counsel requests the Court to appoint to administer this Settlement and disseminate 

notice to the Class. 

9. “Class” means the Class for which Plaintiff will seek certification by the Court for 

the purpose of this Settlement only, consisting of: 

All persons and entities that purchased or otherwise acquired RTI common stock 

from March 7, 2016 through March 27, 2020, both dates inclusive (the “Class 

Period”) and were damaged thereby. 

Excluded from the Class are Defendants, the officers and directors of the Company at all relevant 

times, members of their immediate families and their legal representatives, heirs, successors or 

assigns and any entity in which any of the above have or had a controlling interest. 

10. “Class Member” means a member of the Class. 

11. “Court” means the United States District Court for the Northern District of Illinois. 

12. “Defendants” means Defendant RTI Surgical Holdings, Inc. (n/k/a Surgalign 

Holdings, Inc.), and Individual Defendants Camille I. Farhat, Brian K. Hutchison, Jonathon M. 

Singer, Robert P. Jordheim and Johannes W. Louw. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 6 of 39 PageID #:3594
7 

13. “Defendants’ Counsel” means the law firms of Holland & Knight LLP; DLA Piper 

LLP (US); Homer Bonner Jacobs Oritz, P.A.; Jayaram Law, Inc.; Murphy & McGonigle P.C.; and 

Ulmer & Berne LLP. 

14. “Distribution Order” means the order entered by the Court, upon application of 

Lead Counsel and on notice to Defendants’ Counsel, following the occurrence of the events 

identified in paragraph D.11 below, which authorizes the Claims Administrator to distribute the 

Net Settlement Fund to the Class. 

15. “Effective Date” means the date on which all of the conditions set forth below in 

paragraph J.1 shall have been satisfied. 

16. “Escrow Agent” means Huntington Bank. 

17. “Final” shall mean, with respect to the Court’s Order and Judgment, the occurrence 

of either of the following (whichever is earlier): (i) if an appeal or review is not sought by any 

Person from the Order and Judgment, the day following the expiration of the time to appeal or 

petition from the Order and Judgment; or (ii) if an appeal or review is sought from the Order and 

Judgment, the day after such Order and Judgment is affirmed or the appeal or review is dismissed 

or denied and such Order and Judgment is no longer subject to further judicial review, including 

upon appeal or review by writ of certiorari. 

18. “Gross Settlement Fund” means the Settlement Amount plus all interest earned 

thereon. 

19. “Lead Counsel” means the law firms of Pomerantz LLP and Roche Freedman LLP. 

20. “Net Settlement Fund” means the Gross Settlement Fund, less: (i) taxes on the 

income thereof and any Tax Expenses; (ii) the Notice and Administration Expenses as authorized 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 7 of 39 PageID #:3595
8 

by this Stipulation; (iii) Attorneys’ Fees and Expenses authorized by the Court; (iv) any Award to 

Plaintiff authorized by the Court; and (v) other fees and expenses authorized by the Court. 

21. “Notice and Administration Escrow Account” means the account to be funded from 

the Gross Settlement Fund and established and maintained by Lead Counsel. The Notice and 

Administration Escrow Account may be drawn upon by Lead Counsel for Notice and 

Administration Expenses without further order of the Court. Prior to the Effective Date, no more 

than $200,000.00 (Two Hundred Thousand Dollars and Zero Cents) may be paid for Notice and 

Administration Expenses without further order of the Court. 

22. “Notice and Administration Expenses” means all expenses incurred (whether or not 

paid) in connection with the preparation, printing, mailing, and publication of the Notice to the 

Class of the proposed settlement, all expenses associated with the Notice and Administration 

Escrow Account, Settlement Escrow Account, and Escrow Agent, and all other expenses of 

Settlement administration; provided, however, that none of these expenses shall be deemed to 

include Attorneys’ Fees and Expenses through the Effective Date. All such Notice and 

Administration Expenses shall be paid from the Gross Settlement Fund. 

23. “Order and Judgment” means the order and judgment entered by the Court, 

substantially in the form attached hereto as Exhibit B. 

24. “Person” means any individual, corporation, partnership, limited liability company 

or partnership, limited partnership, professional corporation, association, joint stock company, 

trust, estate, unincorporated association, government, or any political subdivision or agency 

thereof, any other type of legal or political entity, any representative, and, as applicable, their 

respective spouses, heirs, predecessors, successors-in-interest, representatives, and assigns. 

25. “Plaintiff” means Rosy Yeretsian. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 8 of 39 PageID #:3596
9 

26. “Plan of Allocation” means the plan for allocating the Net Settlement Fund (as set 

forth in the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”), attached 

as Exhibit A-1 to the Order of Preliminary Approval of Settlement) to Authorized Claimants after 

payment of Notice and Administration Expenses, Taxes and Tax Expenses, and Attorneys’ Fees 

and Expenses. Any Plan of Allocation is not part of the Stipulation and the Released Persons shall 

have no liability with respect thereto. 

27. “Released Claims” means any and all claims, demands, rights, causes of action or 

liabilities of every nature and description whatsoever, whether based in law or equity, on federal, 

state, local, statutory or common law, or any other law, rule or regulation, including both known 

and Unknown Claims, from the beginning of time until the date on which the Court enters final 

approval of the Settlement, the Action is dismissed, and all appeals, if any, have been exhausted 

and which have been or could have been asserted in any forum by Plaintiff or the Class, or any of 

them, or the successors or assigns of any other them, whether directly, indirectly, representatively 

or in any other capacity against any of the Released Persons, which arise out of, or related in any 

way, directly or indirectly, to the allegations, transactions, facts, events matters, occurrences, acts, 

representations or omissions involved, set forth, referred to, or that could have been asserted in 

this Action, including without limitations, claims for statutory or common law fraud, negligence, 

gross negligence, or breach of fiduciary duty, provided, however, that the claims to be released 

shall not include any release of the derivative claims asserted in In re RTI Surgical Derivative 

Litigation, Civil Action No. 20 C 03347 (MFK), pending in the U.S. District Court for the Northern 

District of Illinois. Expressly excluded from the definition of Released Claims are: (i) all claims 

of any Person who submits a request for exclusion from the Settlement, to the extent that the Court 

grants any such request; and (ii) all claims to enforce the terms of this Stipulation. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 9 of 39 PageID #:3597
10 

28. “Released Defendants’ Claims” means all claims, demands, rights, remedies, 

liabilities, and causes of action of every nature and description whatsoever, whether based on 

federal, state, local, statutory, or common law, or any other law, rule, or regulation, including both 

known and Unknown Claims, that: (i) have been or could have been asserted in the Action by any 

of the Released Persons or the successors and assigns of any of them, against Plaintiff, the Class 

or Plaintiff’s Counsel, and any other attorney acting or purporting to act on behalf of Plaintiff, the 

Class or Plaintiff’s counsel; and (ii) arise out of or relate in any way to the institution, prosecution, 

or Settlement of this Action or the Released Claims, including but not limited to all claims for 

malicious prosecution or sanctions. “Released Defendants’ Claims” does not include claims to 

enforce any of the terms of this Stipulation. 

29. “Released Persons” means RTI Surgical Holdings, Inc. (n/k/a Surgalign Holdings 

Inc.), and its past or present subsidiaries, parents, affiliates, successors and predecessors, 

shareholders, creditors, officers, directors, employees, insurers, reinsurers, professional advisors, 

attorneys, agents, auditors, accountants, and any firm, trust, corporation or other entity in which it 

has a controlling interest; and any and all Individual Defendants, their legal representatives, heirs, 

successors in interest or assigns, or any person, firm, trust, corporation or other entity in which any 

Individual Defendant has a controlling interest. 

30. “Settlement” means the settlement of the Action contemplated by this Stipulation. 

31. “Settlement Amount” means a sum in the amount of $10,500,000.00 (Ten Million 

Five Hundred Thousand Dollars and Zero Cents). 

32. “Settlement Escrow Account” means the interest-bearing account selected by the 

Escrow Agent for depositing the Settlement Amount less Notice and Administration Expenses. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 10 of 39 PageID #:3598
11 

The Settlement Escrow Account shall be managed by the Escrow Agent for the benefit of Plaintiff 

and the Class until the Effective Date of the Settlement. 

33. “Settlement Hearing” means the final hearing to be held by the Court to determine: 

(i) whether the proposed Settlement should be approved as fair, reasonable, and adequate; (ii) 

whether all Released Claims should be dismissed with prejudice; (iii) whether the Order and 

Judgment approving the Settlement should be entered thereon; (iv) whether the allocation of the 

Gross Settlement Fund should be approved; and (v) whether the application for an award of 

Attorneys’ Fees and Expenses and an Award to Plaintiff should be approved. 

34. “Taxes and Tax Expenses” means: (i) taxes (including any interest or penalties) 

arising with respect to the income earned by the Gross Settlement Fund, including any taxes or tax 

detriments that may be imposed with respect to any income earned by the Gross Settlement Fund 

for any period during which the Gross Settlement Fund does not qualify as a qualified settlement 

fund for federal or state income tax purposes; and (ii) expenses and costs incurred in connection 

with the operation and implementation of paragraph C.3 (including, without limitation, expenses 

of tax attorneys and/or accountants, and mailing and distribution costs and expenses relating to 

filing (or failing to file) the returns described in paragraph C.3). 

35. “Unknown Claims” means: (i) any claims that Plaintiff or any Class Member does 

not know or suspect to exist in his, her, or its favor at the time of the release of the Released 

Persons, which if known by him, her, or it, might have affected his, her, or its decision(s) with 

respect to the Settlement, including, but not limited to, the decision not to object to the Settlement, 

provided such claim arises out of or relates to the purchase, acquisition or sale of RTI Surgical 

Holdings Inc. common stock; and (ii) Defendants’ Claims that Defendant does not know or expect 

to exist in his, her, or its favor, which if known by him, her, or it might have affected his, her, or 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 11 of 39 PageID #:3599
12 

its decision(s) with respect to the Settlement. With respect to any and all Released Claims and 

Released Defendants’ Claims, the Parties stipulate and agree that upon the Effective Date, the 

Parties shall expressly waive, and each of the Class Members shall be deemed to have waived and 

by operation of the Order and Judgment shall have waived, any and all provisions, rights, and 

benefits conferred by any law of any state or territory of the United States, or principle of common 

law that is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER 

FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF 

KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS 

OR HER SETTLEMENT WITH THE DEBTOR. 

Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Order and 

Judgment to have acknowledged, that the inclusion of “Unknown Claims” in the definitions of 

Released Claims and Released Defendants’ Claims was separately bargained for and a key 

element of the Settlement of which this release is a part. 

 B. THE SETTLEMENT CONSIDERATION 

1. No later than ten (10) business days after the Court grants preliminary approval of 

the Settlement and Lead Counsel has provided to Defendants’ counsel an I.R.S. Form W-9 and 

payment instructions (i.e., payee and address where check should be sent), Defendants shall send 

a check or cause a check to be sent for $200,000 of the Settlement Amount, and Lead counsel shall 

deposit the check into a settlement Notice and Administration Account or an interest-bearing 

escrow account (the “Administrative Funds”). All costs associated with Class notice and the 

administration of the settlement shall be advanced from the Administrative Funds, except that 

Defendants or their insurer shall pay the costs, if any, of providing RTI’s transfer records and 

CAFA notice. If the Settlement does not become final, the entire amount paid or caused to be paid 

by Defendants or their insurer, plus all accrued interest, less the costs of notice and administration 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 12 of 39 PageID #:3600
13 

already incurred, shall promptly be returned to Defendants or whichever of their insurers funded 

the Settlement Amount. Neither Plaintiff nor Co-Lead Counsel shall have any liability for Notice 

and Administration Expenses. 

2. No later than ten (10) business days after the Court grants preliminary approval of 

the Settlement and Lead Counsel has provided to Defendants’ counsel an I.R.S. Form W-9 and 

payment instructions (i.e., payee and address where check should be sent), Defendants shall send 

a check or cause a check to be sent for the remainder of the Settlement Amount. Lead Counsel 

shall deposit the check into the Settlement Escrow Account. The Settlement Escrow Account shall, 

at all times, be considered a qualified settlement fund, such that the Defendants and their insurers 

shall have no further liabilities, including for any taxes due and owing, under the terms of the 

Settlement. Except for the Settlement Amount and their own costs and expenses, the Defendants 

and their insurers shall have no further monetary obligations of any sort or kind to the Plaintiff, 

the Class or Plaintiff’s counsel under the terms and conditions of the Settlement. The Settlement 

Amount shall be distributed to the Class pursuant to a Court-approved plan of allocation. If the 

Settlement does not become final, the entire amount paid or caused to be paid by Defendants or 

their insurers less the notice costs referenced above, plus all accrued interest, shall promptly be 

returned to Defendants or whichever of their insurers funded the Settlement Amount. 

3. The Gross Settlement Fund, net of any Taxes on the income thereof and any Tax 

Expenses, shall be used to pay: (i) the Notice and Administration Expenses as authorized by this 

Stipulation; (ii) Attorneys’ Fees and Expenses authorized by the Court; (iii) any Award to Plaintiff 

authorized by the Court; and (iv) other fees and expenses authorized by the Court. The Net 

Settlement Fund shall be distributed to the Authorized Claimants in accordance with this 

Stipulation. Defendants and Released Persons shall have no responsibility, duties or liability with 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 13 of 39 PageID #:3601
14 

respect to the allocation of the Gross Settlement Fund between and among Plaintiff, Lead Counsel, 

any Class Members, or any other Persons. 

4. Any sums required to be held in escrow hereunder shall be held by the Escrow 

Agent for the benefit of the Plaintiff and other Class Members until the Effective Date. Until the 

date the Order and Judgment is entered, the Settlement Escrow Account and the Notice and 

Administration Escrow Account shall be jointly supervised by Lead Counsel and Defendants’ 

Counsel. Upon the Court’s entry of the Order and Judgment, Defendants’ Counsel shall relinquish 

all rights to supervision of the Settlement Escrow Account and the Notice and Administration 

Escrow Account. All funds held by the Escrow Agent shall be deemed to be in custodia legis and 

shall remain subject to the jurisdiction of the Court until such time as the funds shall be distributed 

or returned pursuant to this Stipulation and/or further order of the Court. Other than amounts 

disbursed for providing notice to the Class, customary administration costs, Taxes and Tax 

Expenses, Attorneys’ Fees and Expenses and any Award to Plaintiff, the Net Settlement Fund shall 

not be distributed until the Effective Date. The Escrow Agent shall not disburse the Gross 

Settlement Fund, or any portion thereof, except as provided in this Stipulation, or upon Order of 

the Court. The Escrow Agent shall bear all risks related to the holding of the Gross Settlement 

Fund in the Settlement Escrow Account and the Notice and Administration Escrow Account. 

5. The Escrow Agent shall invest all funds exclusively in accounts backed by the full 

faith and credit of the United States Government or fully insured by the United States Government 

or an agency thereof, including a U.S. Treasury Fund or a bank account that is either (a) fully 

insured by the Federal Deposit Insurance Corporation (“FDIC”) or (b) secured by instruments 

backed by the full faith and credit of the United States Government. The Escrow Agent shall 

reinvest the proceeds of these accounts as they mature in similar instruments at their then-current 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 14 of 39 PageID #:3602
15 

market rates. Interest earned on the money deposited into the Settlement Escrow Account and the 

Notice and Administration Escrow Account shall be part of the Gross Settlement Fund. 

6. The Notice and Administration Expenses shall be paid from the Gross Settlement 

Fund. Any monies from the Notice and Administration Fund that remain after administration shall 

be disbursed to the Settlement Escrow Account. The Notice and Administration Escrow Account 

may be drawn upon by Lead Counsel for Notice and Administration Expenses without further 

Court approval. The Notice and Administration Escrow Account shall be administered solely by 

the Escrow Agent. Any taxes or other expenses incurred in connection with the Notice and 

Administration Escrow Account shall be paid from the Notice and Administration Escrow Account 

or from the Gross Settlement Fund. The Released Persons will have no obligation for payment of 

taxes or other expenses associated with the Notice and Administration Escrow Account. In no 

event shall Class Members, Plaintiff or Lead Counsel be responsible to pay any amount for Notice 

and Administration Expenses. 

7. Lead Counsel and Defendants’ Counsel shall have access to all records of the 

Settlement Escrow Account and the Notice and Administration Escrow Account, and upon request 

made to the Escrow Agent, shall receive copies of all records of disbursements, deposits, and 

statements of accounts, pursuant to the Escrow Agent agreement. 

8. After the Effective Date, the Released Persons shall have no interest in the Gross 

Settlement Fund or in the Net Settlement Fund, nor do they have any rights to reversion. The 

Released Persons shall not be liable for the loss of any portion of the Gross Settlement Fund, nor 

have any liability, obligation, or responsibility for the payment of claims, taxes, legal fees, or any 

other expenses payable from the Gross Settlement Fund. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 15 of 39 PageID #:3603
16 

C. SCOPE AND EFFECT OF SETTLEMENT AND RELEASES 

1. The obligations incurred pursuant to this Stipulation shall be in full and final 

disposition of the Action and any and all Released Claims as against all Released Persons and any 

and all Released Defendants’ Claims as against the Plaintiff, the Class, and Plaintiff’s counsel. 

2. Pursuant to the Order and Judgment, upon the Effective Date of this Settlement, 

Plaintiff and each of the Class Members on behalf of themselves, their current, former and future 

heirs, executors, administrators, successors, attorneys, insurers, agents, representatives, and 

assigns, and any Person they represent, shall, with respect to each and every Released Claim, 

release, waive and forever relinquish and discharge, and shall forever be enjoined from 

prosecuting, all Released Claims and any and all claims arising out of, relating to, or in connection 

with the Settlement, or the resolution of the Action against the Released Persons, whether or not 

such Class Member executes and delivers the Proof of Claim, except with respect to claims to 

enforce any of the terms of this Stipulation. Further, all Class Members on behalf of themselves, 

their current, former and future heirs, executors, administrators, successors, attorneys, insurers, 

agents, representatives, and assigns, expressly covenant not to assert any claim or action against 

any of the Released Persons that: (i) arises out of or relates to the purchase, acquisition, or sale of 

RTI Surgical Holdings Inc. Common Stock during the Class Period, or (ii) that could have been 

alleged, asserted, or contended in any forum by the Class Members or any of them against any of 

the Released Persons, arising out of or relating to the purchase, acquisition, or sale of RTI Surgical 

Holdings Inc. Common Stock during the Class Period, and shall forever be enjoined from 

commencing, instituting, or prosecuting any such claim, so long as such claim relates to the 

purchase, acquisition or sale of RTI Surgical Holdings Inc. Common Stock (including solicitation 

thereof). The Released Persons’ liability to Plaintiff and to the Class thus expressly is extinguished 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 16 of 39 PageID #:3604
17 

under this settlement. For the avoidance of doubt, nothing in the foregoing provision or any other 

provision of this Stipulation is intended to, or should be construed or interpreted as, releasing, 

limiting, or otherwise affecting or impacting any claim by any Party for breach of this Stipulation. 

3. Notice provided shall inform all Class Members that their claims against 

Defendants are wholly released and extinguished as provided in this Section whether or not they 

submit a Proof of Claim. A Proof of Claim substantially in the form and content contained in 

Exhibit A-3 to the Preliminary Approval Order attached hereto as Exhibit A will be made available 

to Class Members. 

4. Pursuant to the Order and Judgment, upon the Effective Date of this Settlement, 

Defendants shall release and forever discharge each and every one of the Released Defendants’ 

Claims, and shall forever be enjoined from prosecuting the Released Defendants’ Claims as against 

the Plaintiff, Class Members, or their attorneys, including but not limited to claims for malicious 

prosecution or sanctions. 

D. ADMINISTRATION AND CALCULATION OF CLAIMS, FINAL 

AWARDS, AND DISTRIBUTION OF NET SETTLEMENT FUND 

1. The Claims Administrator shall administer and calculate the claims that shall be 

allowed and oversee distribution of the Net Settlement Fund, under the supervision of Lead 

Counsel, and subject to appeal to, and jurisdiction of, the Court. The Released Persons shall have 

no liability, obligation, or responsibility for the administration of the Gross Settlement Fund or 

Net Settlement Fund, or for the distribution of the Net Settlement Fund, including with respect to: 

(i) any act, omission, or determination by Lead Counsel, the Escrow Agent, and/or the Claims 

Administrator, or any of their respective designees or agents, in connection with the administration 

of the Settlement or otherwise; (ii) the management or investment of the Gross Settlement Fund 

or the Net Settlement Fund, or the distribution of the Net Settlement Fund; (iii) the Plan of 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 17 of 39 PageID #:3605
18 

Allocation; (iv) the determination, administration, calculation, or payment of any claims asserted 

against the Gross Settlement Fund; (v) any losses suffered by, or fluctuations in value of, the Gross 

Settlement Fund, or (vi) the payment or withholding of any taxes, expenses, and/or costs incurred 

with the taxation of the Gross Settlement Fund or the filing of any federal, state, or local returns. 

2. Except as otherwise provided below, on and after the Effective Date, the Gross 

Settlement Fund shall be applied as follows: 

a. To the extent not paid from the Notice and Administration Escrow Account, 

to pay following an order of the Court approving any such payment, the expenses incurred in 

connection with providing notice to Class Members, administering and distributing the Net 

Settlement Fund to Class Members, processing Proofs of Claim, processing requests for exclusion, 

escrow fees and costs, and any applicable taxes; 

b. To the extent not awarded earlier, Attorneys’ Fees and Expenses and any 

Award to Plaintiff; 

c. Subject to the approval and further order(s) of the Court, the Net Settlement 

Fund shall be allocated to Authorized Claimants as set forth below. 

d. After the Claims Administrator calculates the recognized losses of each 

Authorized Claimant, Lead Counsel shall file a motion for distribution of the Net Settlement Fund 

with the Court (the “Distribution Order”) listing each Authorized Claimant, the amount of each 

claim that Lead Counsel believes should be allocated and distributed to each such Authorized 

Claimant, accounting for all Notice and Administration Expenses, and requesting Court approval 

to distribute the Net Settlement Fund to the Authorized Claimants and pay any further Notice and 

Administration expenses. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 18 of 39 PageID #:3606
19 

3. Each Class Member wishing to participate in the Settlement shall be required to 

submit a Proof of Claim (in substantially the form set forth in Exhibit A-3 to the Preliminary 

Approval Order, which inter alia confirms the release of all Released Claims against all Released 

Persons) to the Claims Administrator, signed under penalty of perjury by the beneficial owner(s) 

of the RTI Surgical Holdings, Inc. Common Stock that are the subject of the Proof of Claim, or by 

someone with documented authority to sign for the beneficial owner(s) and supported by such 

documents as specified in the instructions accompanying the Proof of Claim. 

4. All Proofs of Claim must be postmarked or received within the time prescribed in 

the Preliminary Approval Order unless otherwise ordered by the Court. Any Class Member who 

fails to submit a properly completed Proof of Claim within such period as shall be authorized by 

the Court shall be forever barred from receiving any payments pursuant to this Stipulation or from 

the Net Settlement Fund (unless Lead Counsel in its discretion deems such late filing to be a formal 

or technical defect and waives the late filing in the interest of achieving substantial justice, or 

unless by order of the Court a later submitted Proof of Claim by such Class Member is approved), 

but will in all other respects be subject to the provisions of this Stipulation and Order and 

Judgment, including, without limitation, the release of the Released Claims and dismissal of the 

Action. Provided that it is received before the motion for the Distribution Order is filed, a Proof 

of Claim shall be deemed to have been submitted when posted if received with a postmark 

indicated on the envelope and if mailed by first-class mail and addressed in accordance with the 

instructions thereon. In all other cases, the Proof of Claim shall be deemed to have been submitted 

when actually received by the Claims Administrator. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 19 of 39 PageID #:3607
20 

5. Each Proof of Claim shall be submitted to the Claims Administrator who shall 

determine, in accordance with this Stipulation and any applicable orders of the Court, the extent, 

if any, to which each claim shall be allowed, subject to appeal to the Court. 

6. Proofs of Claim that do not meet the filing requirements may be rejected. Prior to 

rejection of a Proof of Claim, the Claims Administrator shall attempt to communicate with the 

Claimant in order to remedy curable deficiencies in the Proof of Claim submitted. The Claims 

Administrator shall attempt to notify in a timely fashion and in writing, all Claimants whose Proofs 

of Claim they propose to reject in whole or in part, setting forth the reasons thereof, and shall 

indicate in such notice that the Claimant whose claims are to be rejected has the right to review by 

the Court if the Claimant so desires and complies with the requirement below. 

7. If any Claimant whose claim has been rejected in whole or in part desires to contest 

such rejection, the Claimant must, within ten (10) days after the date of mailing of the notice 

required above, serve upon the Claims Administrator a notice and statement of reasons indicating 

the Claimant’s ground for contesting the rejection along with any supporting documentation, and 

requesting a review thereof by the Court. If a dispute concerning a claim cannot be otherwise 

resolved, Lead Counsel shall thereafter present the request for review to the Court. 

8. The administrative determination of the Claims Administrator accepting and 

rejecting claims shall be presented to the Court, on notice to all parties, for approval by the Court 

in the Distribution Order. 

9. Payment pursuant to this Stipulation shall be deemed final and conclusive against 

all Class Members. All Class Members whose claims are not approved by the Court shall be barred 

from participating in distributions from the Net Settlement Fund, but are otherwise bound by all 

of the terms of the Order and Judgment to be entered in the Action and the releases provided for 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 20 of 39 PageID #:3608
21 

in this Stipulation, and will be barred from bringing any action against the Released Persons arising 

out of or relating to the Released Claims. 

10. All proceedings with respect to the administration, processing, and determination 

of claims described in this Stipulation and the determination of all controversies relating thereto, 

including disputed questions of law and fact with respect to the validity of claims, shall be subject 

to the jurisdiction of the Court. 

11. The Net Settlement Fund shall be distributed to Authorized Claimants by the 

Claims Administrator upon application to the Court by Lead Counsel for a Distribution Order only 

after all of the following have occurred: (i) the Effective Date; (ii) all claims have been processed, 

and all Claimants whose claims have been rejected or disallowed, in whole or in part, have been 

notified and provided the opportunity to be heard concerning such rejection or disallowance; (iii) 

all objections with respect to all rejected or disallowed claims have been resolved by the Court, 

and all appeals therefrom have been resolved or the time therefor has expired; (iv) all matters with 

respect to Attorneys’ Fees and Expenses, Award to Plaintiff, costs, and disbursements have been 

resolved by the Court, and all appeals therefrom have been resolved or the time therefor has 

expired; and (v) all costs of administration have been paid. 

12. If any funds remain in the Net Settlement Fund by reason of uncashed checks or 

otherwise, then, after the Claims Administrator has made reasonable and diligent efforts to have 

Class Members who are entitled to participate in the distribution of the Net Settlement Fund cash 

their distribution checks, any balance remaining in the Net Settlement Fund six (6) months after 

the initial distribution of such funds shall be re-distributed, after payment of any unpaid costs or 

fees incurred in administering the Net Settlement Fund for such redistribution, to Class Members 

who have cashed their checks and who would receive at least $20.00 (Twenty Dollars and Zero 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 21 of 39 PageID #:3609
22 

Cents) from such re-distribution. If any funds shall remain in the Net Settlement Fund six months 

after such re-distribution, then such balance shall be contributed to the Northwestern University 

School of Law’s Complex Civil Litigation and Investor Protection Center. 

E. TAX TREATMENT 

1. Plaintiff and Defendants agree to treat the Gross Settlement Fund as being at all 

times a qualified settlement fund within the meaning of Treasury Regulation § 1.468B-1 and 

Section 468B of the Internal Revenue Code, as amended, for the taxable years of the Gross 

Settlement Fund, beginning with the date it is created. In addition, the Escrow Agent and, as 

required, Plaintiff and Defendants, shall jointly and timely make such elections as are necessary 

or advisable to carry out the provisions of this paragraph, including the “relation-back election” 

(as defined in Treas. Reg. § 1.468B-1(j)(2)) back to the earliest permitted date. Such elections shall 

be made in compliance with the procedures and requirements contained in such regulations. It shall 

be the responsibility of the Claims Administrator to timely and properly prepare and deliver the 

necessary documentation for signature by all necessary parties, and thereafter to cause the 

appropriate filing to occur. 

2. For purposes of Section 468B of the Internal Revenue Code, as amended, and the 

regulations promulgated thereunder, the “administrator” shall be the Claims Administrator. The 

Claims Administrator shall timely and properly file all tax returns necessary or advisable with 

respect to the Gross Settlement Fund, and make all required tax payments, including deposits of 

estimated tax payments in accordance with Treas. Reg. § 1.468B-2(k). Such returns (as well as the 

election described in paragraph E.1 hereof) shall be consistent with this paragraph and reflect that 

all taxes (including any interest or penalties) on the income earned by the Gross Settlement Fund 

shall be paid out of the Gross Settlement Fund as provided in paragraph E.3 hereof. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 22 of 39 PageID #:3610
23 

3. All Taxes and Tax Expenses shall be paid out of the Gross Settlement Fund. 

Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration 

of the Settlement and shall be timely paid by the Escrow Agent out of the Gross Settlement Fund 

without prior order from the Court. The Escrow Agent shall be obligated (notwithstanding 

anything in this Stipulation to the contrary) to withhold from distribution to the Class Members 

any funds necessary to pay such Taxes and Tax Expenses, including the establishment of adequate 

reserves for any Taxes and Tax Expenses. Plaintiff and Defendants agree to cooperate with the 

Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably 

necessary to carry out the provisions of this paragraph. 

4. The Released Persons shall have no liability for or obligations with regard to Taxes 

and Tax Expenses. The Gross Settlement Fund shall indemnify and hold each of the Released 

Persons harmless for any Taxes and Tax Expenses (including, without limitation, taxes payable by 

reason of such indemnification). 

5. Plaintiff, the Class Members and Lead Counsel shall have no liability for or 

obligations with regard to Taxes and Tax Expenses. The Gross Settlement Fund shall indemnify 

and hold each of Plaintiff, the Class Members and Lead Counsel harmless for any Taxes and Tax 

Expenses (including, without limitation, taxes payable by reason of such indemnification). 

F. ALLOCATION OF NET SETTLEMENT FUND 

1. The Plan of Allocation is based upon Lead Counsel’s assessment of the merits and 

the relative strengths and weaknesses, including recoverable damages, of the claims of the Class 

Members, together with input by consulting experts that analyzed the trading data for RTI Surgical 

Holdings Inc. Common Stock. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 23 of 39 PageID #:3611
24 

2. The Released Persons do not take any position as to the proposed Plan of Allocation 

and shall have no responsibility for or obligations or liabilities of any kind whatsoever in 

connection with the proposed or finalized Plan of Allocation. 

3. The Released Persons shall have no responsibility for and no obligations or 

liabilities of any kind whatsoever in connection with the determination, administration, 

calculation, or payment of claims to Class Members. 

4. The Released Persons shall have no involvement in the solicitation or review of 

Proofs of Claim, and shall have no involvement in the administration process itself, which shall be 

conducted by the Claims Administrator in accordance with this Stipulation and the Order and 

Judgment to be entered by the Court. No Claimant or Authorized Claimant shall have any claim 

against the Released Persons or their counsel based on, or in any way relating to, the distributions 

from either the Gross Settlement Fund or the Net Settlement Fund. 

5. No Authorized Claimant shall have any claim against Lead Counsel, any consulting 

experts, or the Claims Administrator based on, or in any way relating to, the distributions from the 

Net Settlement Fund that have been made substantially in accordance with this Stipulation and any 

applicable orders of the Court. 

6. Any change in the allocation of the Net Settlement Fund ordered by the Court shall 

not affect the validity, finality or enforceability of this Settlement. 

G. OBLIGATIONS OF AND LIMITATIONS OF LIABILITY OF ESCROW 

AGENT 

1. The Escrow Agent’s obligations shall be limited to maintaining account of and 

properly paying sums as required by this Stipulation to the limited extent that such sums have been 

delivered into the Settlement Escrow Account or the Notice and Administration Escrow Account 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 24 of 39 PageID #:3612
25 

as required by this Stipulation. The Escrow Agent shall be liable only for acts of fraud, gross 

negligence, willful misconduct or material violations of the obligations in this Stipulation. 

H. LEAD COUNSEL’S REQUEST FOR AN AWARD OF ATTORNEYS’ FEES 

AND EXPENSES 

1. Lead Counsel intends to submit an application to the Court on behalf of Plaintiff’s 

Counsel for (i) an award of attorneys’ fees; (ii) an award of litigation costs and expenses, plus 

interest, incurred in connection with the prosecution of the Action; and (iii) an Award to Plaintiff. 

2. Any Attorneys’ Fees and Expenses awarded by the Court may be paid from the 

Gross Settlement Fund three (3) business days or later after final approval by the District Court, 

notwithstanding any appeals. If the withdrawal from an escrow account for fees and expenses 

occurs before the Settlement becomes final, Lead Counsel shall deliver to Defendants’ counsel 

written undertakings on their firm’s respective letterheads and signed by a partner of each firm 

promising to reimburse the attorneys’ fees and expenses within thirty (30) days of the Court or any 

appellate court entering an order reversing or reducing any award of attorneys’ fees or litigation 

expenses. 

3. The Settlement is not conditioned upon any award of attorneys’ fees and costs, and 

any objection to or appeal from such an award shall not affect the finality of the Settlement or the 

Order and Judgment of dismissal. 

I. THE PRELIMINARY APPROVAL ORDER AND JUDGMENT 

1. Promptly after execution of this Stipulation, the Parties shall submit the Stipulation 

together with its exhibits to the Court and shall jointly apply for entry of a Preliminary Approval 

Order in connection with settlement proceedings substantially in the form annexed hereto as 

Exhibit A, providing for, among other things, preliminary approval of the Settlement and notice to 

the Class of the Settlement Hearing. The Preliminary Approval Order (Exhibit A hereto) to be 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 25 of 39 PageID #:3613
26 

submitted to the Court shall contain exhibits substantially in the form set forth in: (i) the Notice 

(Exhibit A-1 to the Preliminary Approval Order); (ii) the Summary Notice of Pendency and 

Proposed Settlement of Class Action (“Summary Notice”) (Exhibit A-2 to the Preliminary 

Approval Order); and (iii) the Proof of Claim (Exhibit A-3 to the Preliminary Approval Order). 

2. The Defendants contend that this Litigation could not be certified as a class action 

under Federal Rule of Civil Procedure 23(b), other than for settlement purposes. Nothing in this 

Settlement Agreement shall be construed as an admission by the Defendants that this Litigation or 

any similar case is amenable to class certification for trial purposes. Furthermore, nothing in this 

Settlement Agreement shall prevent the Defendants from opposing class certification or seeking 

decertification of the Settlement Class if final approval of this Settlement Agreement is not 

obtained, or not upheld on appeal, including review by the United States Supreme Court, for any 

reason. The Defendants support certification of the class for settlement purposes only. 

3. The Released Persons are not liable or responsible for the method of, or 

representations made in, the Notice or the Summary Notice. 

4. The Parties shall seek to have the Court enter an Order and Judgment substantially 

in the form of Exhibit B hereto at the Final Hearing. 

J. CONDITIONS OF SETTLEMENT 

1. The Effective Date of the Settlement shall be the date on which all of the following 

conditions have been satisfied: 

a. The Court has entered the Preliminary Approval Order (Exhibit A hereto) 

in all material respects, or such other preliminary approval order that the Parties agree is consistent 

with this Settlement; 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 26 of 39 PageID #:3614
27 

b. No party has exercised, within the required time period, any right to 

terminate the Settlement as permitted by paragraph K below; 

c. The Court has entered the Order and Judgment (Exhibit B hereto) in all 

material respects, or such other final approval order and judgment as the Parties agree is consistent 

with this Settlement; 

d. The Court’s Order and Judgment has become “Final,” as defined in 

paragraph A.17; and 

e. The Settlement Amount has been paid, as set forth in paragraph B above. 

2. Upon the occurrence of all of the events referenced in paragraph I.1 above, Plaintiff 

shall have, and each and all of the members of the Class shall hereby be deemed to have, and by 

operation of the Order and Judgment shall have, fully, finally, and forever released, waived, settled, 

and discharged, in accordance with the terms of paragraph C. above, the Released Persons from 

and with respect to the Released Claims, whether or not such members of the Class execute and 

deliver a Proof of Claim. 

3. Upon the occurrence of all of the events referenced in paragraph I.1 above, the 

obligation of the Escrow Agent to return funds from the Gross Settlement Fund to Defendants 

pursuant to paragraph I or any other provision of this Stipulation shall be absolutely and forever 

extinguished. 

K. RIGHTS OF TERMINATION AND EFFECTS THEREOF 

1. Defendants and Plaintiff shall each have the right to terminate the Settlement and 

this Stipulation by providing written notice of their election to do so to all other counsel for the 

Settling Parties within thirty (30) days after the date on which any of the following occurs: 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 27 of 39 PageID #:3615
28 

a. the Court declines to enter the Preliminary Approval Order (Exhibit A 

hereto) in any material respect, or an alternative preliminary approval order that all Parties agree 

is consistent with the terms of this Settlement; 

b. the Court issues an order declining to approve this Stipulation or any 

material part of it, except with respect to any decision by the Court concerning the Attorneys’ Fees 

and Expenses and Award to Plaintiff; 

c. the Court declines to enter the Order and Judgment (Exhibit B hereto) in 

any material respect, or such alternative final approval order and judgment that all Parties agree is 

consistent with the terms of this Settlement; or 

d. the Order and Judgment is modified or reversed in any material respect by 

a Court of Appeals or the United States Supreme Court. 

2. If, prior to the Settlement Hearing, Persons who otherwise would be Class Members 

have filed with the Court valid and timely requests for exclusion (“Requests for Exclusion”) from 

the Class in accordance with the provisions of the Preliminary Approval Order and the notice given 

pursuant thereto, and such Persons in the aggregate purchased RTI Surgical Holdings Inc. 

Common Stock during the Class Period in an amount greater than the amounts specified in a 

separate Supplemental Agreement between the Parties (the “Supplemental Agreement”), then 

Defendants, in their sole discretion, shall have the option to terminate this Stipulation and 

Settlement in strict accordance with the requirements and procedures set forth in the Supplemental 

Agreement (“Opt-out Termination Option”). The Supplemental Agreement shall not be filed with 

the Court unless and until a dispute among the Settling Parties concerning its interpretation or 

application arises, but may be examined in camera if so requested or ordered by the Court. Copies 

of all Requests for Exclusion received, together with copies of all written revocations of Requests 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 28 of 39 PageID #:3616
29 

for Exclusion, shall be delivered to Defendants’ Counsel no later than fourteen (14) days prior to 

the Settlement Hearing. The required procedure for and consequences of exercising an Opt-out 

Termination Option are as follows: 

a. To exercise the Opt-out Termination Option, Defendants must serve written 

notice, signed by their counsel, upon counsel for the other Settling Parties, not less than seven (7) 

days before the Settlement Hearing; 

b. If Defendant exercises the Opt-out Termination Option as provided in this 

Stipulation, then this Stipulation shall be null and void, and the provisions of this paragraph K 

shall apply. 

3. If Defendants (or their insurers) do not pay or cause to be paid the Settlement 

Amount within the time period specified in paragraph B of this Stipulation, then Lead Counsel, in 

their sole discretion, may elect, at any time prior to the Court entering the Order and Judgment: (i) 

to terminate the Settlement by providing written notice to counsel for the Settling Parties; or (ii) 

to enforce the terms of the Settlement and this Stipulation and seek a judgment effecting the terms 

in this Stipulation. 

4. Upon termination of the Stipulation, pursuant to the terms hereof, the Escrow Agent 

shall refund the Gross Settlement Fund, less amounts already expended for notice to the Class 

pursuant to the terms of the Stipulation, to Defendants or their insurers within ten (10) business 

days thereafter (the “Returned Settlement Amount”). Under no circumstances shall Lead Counsel 

be liable for any monies dispersed from the Notice and Administration Escrow Account, or any 

other Notice and Administration Expenses. 

5. If this Stipulation is terminated pursuant to its terms, and at the request of 

Defendants or Plaintiff, then the Escrow Agent or the Escrow Agent’s designee shall apply for any 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 29 of 39 PageID #:3617
30 

tax refund owed to the Gross Settlement Fund and pay the percentage of the proceeds of the tax 

refund, after deduction of any fees and expenses incurred in connection with such application(s) 

for refund, to Defendant. 

6. If this Stipulation is terminated pursuant to its terms, all of the Parties shall be 

deemed to have reverted nunc pro tunc to their respective status prior to the execution of this 

Stipulation and the Parties shall proceed in all respects as if this Stipulation had not been executed 

and the related orders had not been entered, without prejudice in any way from the negotiation, 

fact, or terms of the Settlement, and preserving all of their respective claims and defenses in the 

Action, and shall revert to their respective positions in the Action, except that the provisions of 

paragraphs A., E.1-3, G., H.2, K.4-6, L.10-16, L.18, and L.21 shall survive termination. 

7. No order of the Court or modification or reversal of any order of the Court 

concerning the Plan of Allocation, the amount of any attorneys’ fees, costs, and expenses awarded, 

or any Award to Plaintiff by the Court shall constitute grounds for termination of the Stipulation. 

L. MISCELLANEOUS PROVISIONS 

1. The Parties: (i) acknowledge that it is their intent to consummate the Settlement 

contemplated by this Stipulation; (ii) agree to cooperate to the extent necessary to effectuate and 

implement all terms and conditions of this Stipulation; and (iii) agree to exercise their best efforts 

and to act in good faith to accomplish the foregoing terms and conditions of the Stipulation. 

2. No Admission: This Settlement Agreement, whether or not it shall become final, 

and any and all negotiations, communications, and discussions associated with it, shall not be: 

a. Offered or received by or against any Party as evidence of, or be construed 

as or deemed to be evidence of, any presumption, concession, or admission by a Party, of the truth 

of any fact alleged by Plaintiffs or defense asserted by the Defendants of the validity of any Claim 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 30 of 39 PageID #:3618
31 

that has been or could have been asserted in this Litigation, or the deficiency of any defense that 

has been or could have been asserted in this Litigation, or of any liability, negligence, fault, or 

wrongdoing on the part of Plaintiffs or the Defendants; 

b. Offered or received by or against Plaintiffs or the Defendants as a 

presumption, concession, admission, or evidence of any violation of any state or federal statute, 

law, rule, or regulation or of any liability or wrongdoing by the Defendants, or of the truth of any 

of the claims made in this Litigation, and evidence thereof shall not be directly or indirectly 

admissible in any way (whether in this Litigation or in any other action or proceeding), except for 

purposes of enforcing this Settlement Agreement and the Final Order and Judgment including, 

without limitation, asserting as a defense the Release and waivers provided herein; 

c. Offered or received by or against Plaintiffs or the Defendants as evidence 

of a presumption, concession, or admission with respect to a decision by any court regarding the 

certification of a class, or for purposes of proving any liability, negligence, fault, or wrongdoing, 

or in any way referred to for any other reason as against the Defendants, in any other civil, criminal, 

or administrative action or proceeding, other than such proceedings as may be necessary to 

effectuate the provisions of this Settlement Agreement; provided, however, that if this Settlement 

Agreement is approved by the Court, the Plaintiffs or the Defendants may refer to it to enforce 

their rights hereunder; or 

d. Construed as an admission or concession by Plaintiffs, the Settlement 

Class, or the Defendants that the consideration to be given hereunder represents the consideration 

that could or would have been obtained through trial in this Litigation. 

3. By executing this Stipulation, each Party represents, warrants, and agrees as 

follows: 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 31 of 39 PageID #:3619
32 

a. that they have carefully read and fully understand this Stipulation and its 

final and binding effect; 

b. that they have the right, legal capacity, power and authority to enter into this 

Stipulation and to perform their obligations hereunder, without requiring additional consent, 

approval, or authorization of any other person, board, entity, tribunal, or other regulatory or 

governmental authority; 

c. that the execution and delivery of this Stipulation and the performance of 

each and every obligation in this Stipulation does not and will not result in a breach of or constitute 

a default under, or require any consent under, any duty, relationship, contract, agreement, 

covenant, promise, guarantee, obligation or instrument to which the executing Settling Party is a 

party or by which the executing Settling Party is bound or affected; 

d. that there is no demand for monetary, non-monetary, or injunctive relief, or 

any civil, criminal, administrative, or arbitration proceeding for monetary, nonmonetary, or 

injunctive relief known or suspected to exist against them that would affect this Stipulation or their 

ability to enter into, execute or perform each and every obligation in this Stipulation; 

e. that no representations, warranties, inducements or promises of any kind or 

character have been made by any other Party, Released Person, or anyone else to induce the 

execution of this Stipulation except as expressly provided in this Stipulation, and that this 

Stipulation constitutes the entire agreement between the Settling Parties; 

f. that this Stipulation is fair and is executed voluntarily, with full knowledge 

of the consequences and implications of the obligations contained in this Stipulation; 

g. that this Stipulation is not the result of any fraud, duress, or undue influence, 

and that they have not assigned, transferred, or conveyed, or purported to assign, transfer, or 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 32 of 39 PageID #:3620
33 

convey, voluntarily, involuntarily or by operation of law, any or all of their respective rights and 

claims or any security interest with respect to any of their respective rights and claims; 

h. that they have had the opportunity to be represented by counsel of their 

choice throughout the negotiations which preceded the execution of this Stipulation and in 

connection with the preparation and execution of this Stipulation; and 

i. that they have been afforded sufficient time and opportunity to review this 

Stipulation with advisors and counsel of their choice. 

4. All of the exhibits attached hereto are hereby incorporated by reference as though 

fully set forth in this Stipulation. 

5. No amendment or modification of this Stipulation shall be effective unless in 

writing and signed by, or on behalf of, the Parties or their successors-in-interest. 

6. Whenever this Stipulation requires or contemplates that a Party shall or may give 

notice to the other, unless otherwise specified, notice shall be provided by email and/or next-day 

(excluding Saturday and Sunday) express delivery service as follows, and shall be deemed 

effective upon delivery to the indicated electronic or physical address, as the case may be, below: 

If to the Class: 

Louis C. Ludwig, Esq. Velvel Freedman, Esq. 

 POMERANTZ LLP ROCHE FREEDMAN LLP 

Ten South La Salle Street 1 SE 3rd Ave. 

Suite 3500 Suite 1250 

Chicago, Illinois 60603 Miami, Florida 33131 

If to the Defendants: 

Stephen P. Warren, Esq. Stephen J. Crimmins, Esq. 

HOLLAND & KNIGHT LLP MURPHY & MCGONIGLE, P.C. 

701 Brickell Avenue 1185 Avenue of the Americas 

Suite 3300 21st Floor 

Miami, Florida 33131 New York, NY 10036 

Deborah Meshulam, Esq. Russell Koonin, Esq. 

DLA PIPER LLP (US) HOMER BONNER JACOBS ORTIZ, P.A. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 33 of 39 PageID #:3621
34 

500 8th Street NW 1200 Four Seasons Tower 

Washington DC 20004 1441 Brickell Avenue 

 Miami Florida 33131 

7. Except as otherwise provided herein, each Party shall bear its own costs. Lead 

Counsels’ Attorneys’ Fees and Expenses, subject to Court approval, shall be paid only out of the 

Gross Settlement Fund, and the Released Persons shall have no obligation with respect to the 

payment of said Attorneys’ Fees and Expenses. 

8. Lead Counsel, on behalf of the Class, is expressly authorized to take all appropriate 

action required or permitted to be taken by the Class pursuant to this Stipulation to effectuate its 

terms and is also expressly authorized to enter into any modifications or amendments to this 

Stipulation on behalf of the Class. 

9. The persons signing this Stipulation represent that they are authorized to do so on 

behalf of their respective clients. 

10. This Stipulation may be executed in one or more original, photocopied, PDF copies 

or facsimile counterparts. Signatures may be electronic. All executed counterparts and each of 

them shall be deemed to be one and the same instrument. A copy of the complete set of executed 

counterparts of this Stipulation shall be electronically filed with the Court. 

11. This Stipulation shall be binding upon, and inure to the benefit of, the successors, 

assigns, executors, administrators, heirs, and representatives of the Parties. No assignment shall 

relieve any party hereto of any obligations hereunder. 

12. All terms of this Stipulation and all exhibits hereto shall be governed and 

interpreted according to the laws of the State of Illinois without regard to its rules of conflicts of 

law, except to the extent that federal law requires that federal law governs, and in accordance with 

the laws of the United States. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 34 of 39 PageID #:3622
35 

13. Plaintiff, on behalf of themselves and each member of the Class, and Defendants 

hereby irrevocably submit to the jurisdiction of the Court for any suit, action, proceeding, or 

dispute arising out of or relating to this Stipulation, the applicability of this Stipulation, or the 

enforcement of this Stipulation. The administration and consummation of the Settlement as 

embodied in this Stipulation shall be under the authority of the Court, and the Court shall retain 

jurisdiction for the purpose of entering orders providing for awards of Attorneys’ Fees and 

Expenses to Lead Counsel, any Award to Plaintiff, and enforcing the terms of this Stipulation. 

14. Because of the arm’s-length negotiations that preceded the execution of this 

Stipulation, all Parties have contributed substantially and materially to the preparation of this 

Stipulation. This Stipulation shall not be construed against any Party on the basis that such party 

was the primary drafter of this Stipulation, or if so construed, this Stipulation shall be construed 

as if all Parties participated equally in such drafting. 

15. Neither this Stipulation, nor the fact of the Settlement, is an admission or 

concession by Released Persons of any liability or wrongdoing whatsoever. This Stipulation shall 

not constitute a finding of the validity or invalidity of any factual allegation or any claims in the 

Action or of any liability or wrongdoing by any of the Released Persons. This Stipulation, the fact 

of settlement, the settlement proceedings, the settlement negotiations, and any related documents, 

shall not be used or construed as an admission of any factual allegation, fault, liability, or 

wrongdoing by any person or entity, and shall in no event be offered or received in evidence as an 

admission, concession, presumption, or inference against any party in any action or proceeding of 

any nature, or otherwise referred to or used in any manner in or before any court or other tribunal, 

except in such proceeding as may be necessary to enforce this Stipulation. 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 35 of 39 PageID #:3623
36 

16. The Parties intend the Settlement to be a final and complete resolution of all claims 

and disputes asserted or that could be asserted by the Class Members against the Released Persons 

with respect to the Released Claims. Accordingly, unless the Court’s Order and Judgment 

approving the Settlement does not become Final, the Parties agree not to assert in any forum that 

the Action was brought by Plaintiff or defended by Defendants in bad faith or without a reasonable 

basis. Additionally, the Parties shall not assert any claims of any violation of Rule 11 of the Federal 

Rules of Civil Procedure relating to the prosecution, defense, or settlement of the Action. The 

Parties agree that the amount paid and the other terms of the Settlement were negotiated at arm’s 

length in good faith by the Parties, and reflect a settlement that was reached voluntarily after 

consultation with experienced legal counsel. 

17. All agreements made and orders entered during the course of this Action relating 

to the confidentiality of information shall survive this Settlement. 

18. The headings in this Stipulation are used for purposes of convenience and ease of 

reference only and are not meant to have any legal effect, nor are they intended to influence the 

construction of this Stipulation in any way. 

19. The waiver by one Released Person of any breach of this Stipulation by any other 

Settling Party shall not be deemed a waiver by any other Released Person or of any other breach 

of this Stipulation. The provisions of this Stipulation may not be waived except by a writing signed 

by the affected Party or counsel for that Party. No failure or delay on the part of any Party in 

exercising any right, remedy, power, or privilege under this Stipulation shall operate as a waiver 

thereof or of any other right, remedy, power, or privilege of such Party under this Stipulation; nor 

shall any single or partial exercise of any right, remedy, power, or privilege under this Stipulation 

on the part of any Party operate as a waiver thereof or of any other right, remedy, power, or 

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 36 of 39 PageID #:3624
37 

privilege of such Party under this Stipulation, or preclude further exercise thereof or the exercise 

of any other right, remedy, power, or privilege. 

20. The Parties agree that nothing contained in this Stipulation shall cause any Party to 

be the agent or legal representative of another Party for any purpose whatsoever, nor shall this 

Stipulation be deemed to create any form of business organization between the Parties, nor is any 

Party granted any right or authority to assume or create any obligation or responsibility on behalf 

of any other Party, nor shall any Party be in any way liable for any debt of another Settling Party 

as a result of this Stipulation except as explicitly set forth in this Stipulation. 

21. The Parties agree that this Settlement is not contingent on any of the Parties settling 

with any other party in the Action or in any other litigation. 

IN WITNESS WHEREOF, the Parties, intending to be legally bound by this Stipulation, 

have caused this Stipulation to be executed, by their duly authorized attorneys. 

Dated: August 31, 2021 

For Plaintiff Patricia Lowry: 

By: /s/ Louis C. Ludwig

Louis C. Ludwig 

Pomerantz LLP 

10 South LaSalle St., Ste, 3505 

Chicago, IL 60603 

312.377.1181 

lcludwig@pomlaw.com

Local Counsel for Patricia Lowry 

Phillip Kim 

Laurence M. Rosen 

The Rosen Law Firm, P.A. 

275 Madison Ave., 40th Floor 

New York, NY 10016 

212.686.1060 

pkim@rosenlegal.com 

lrosen@rosenlegal.com 

For Defendants RTI Surgical Holdings, 

Inc., Camille I. Farhat, and Jonathon M. 

Singer: 

By: /s/ Louise McAlpin 

Martin G. Durkin 

Holland & Knight LLP 

150 North Riverside Plaza, Ste. 2700 

Chicago, IL 60606 

312.578.6574 

Martin.durkin@hklaw.com

Stephen P. Warren 

Louise McAlpin 

Allison Kernisky 

Holland & Knight LLP 

701 Brickell Ave., Ste. 3300 

Miami, FL 33131 

305.374.8500 

Stephen.warren@hklaw.com 

Louise.mcalpin@hklaw.com

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 37 of 39 PageID #:3625
38 

For Lead Plaintiff Rosy Yeretsian: 

By: /s/ Patrick V. Dahlstrom

Patrick V. Dahlstrom 

Louis C. Ludwig 

Pomerantz LLP 

10 South LaSalle St., Ste, 3505 

Chicago, IL 60603 

312.377.1181 

pdahlmstrom@pomlaw.com 

lcludwig@pomlaw.com 

By: /s/ Vel (Devin) Freedman

Velvel (Devin) Freedman 

Kyle W. Roche 

Ivy T. Ngo 

Constantine P. Economides 

Roche Freedman LLP 

200 South Biscayne Blvd, Ste. 5500 

Miami, FL 33131 

305.851.5997 

vfreedman@rcfllp.com 

kyle@rcfllp.com 

ingo@rcfllp.com 

ceconomides@rcfllp.com 

Brian Schall 

The Schall Law Firm 

1880 Century Park East, Ste. 404 

Los Angeles, CA 90067 

424.303.1964 

brian@schallfirm.com 

Allison.kernisky@hklaw.com 

For Defendant Robert R. Jordheim: 

By: /s/ Deborah Meshulam

Yan Grinblat 

DLA Piper LLP (US) 

444 West Lake Street, Suite 900 

Chicago, IL 60606-0089 

312.368.2183 

yan.grinblat@us.dlapiper.com 

Deborah Meshulam 

DLA Piper LLP (US) 

500 8th Street NW 

Washington DC 20004 

202.799.4511 

deborah.meshulam@us.dlapiper.com 

Keara M. Gordon 

DLA Piper LLP (US) 

1251 Avenue of the Americas 

New York, NY 10020-1104 

212.335.4632 

keara.gordon@us.dlapiper.com 

For Defendant Brian K. Hutchison:

By: /s/ James K. Goldfarb

James K. Goldfarb 

Stephen J. Crimmins 

Murphy & McGonigle, P.C. 

1185 Avenue of the Americas 

21st Floor 

New York, NY 10036 

212.880.3999 

jgoldfarb@mmlawus.com

For Defendant Johannes W. Louw 

By: /s/ Russell Koonin

Russell Koonin 

Adam Schwartz 

1200 Four Seasons Tower 

1441 Brickell Avenue 

Miami Florida 33131 

305.350.5100 

rkoonin@homerbonner.com 

aschwartz@homerbonner.com

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 38 of 39 PageID #:3626
39 

scrimmins@mmlawus.com 

Vivek Jayaram 

Elizabeth Austermuehle 

Jayaram Law, Inc. 

125 S. Clark Street, Suite 1175 

Chicago, Illinois 60603 

312 212 8676 

vivek@jayaramlaw.com 

liz@jayaramlaw.com

Case: 1:20-cv-01939 Document #: 95-1 Filed: 08/31/21 Page 39 of 39 PageID #:3627