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October 10, 2013

John Cranston Vice President and Corporate Controller MiMedx Group, Inc. 1775 West Oak Commons Court NE Marietta, GA 30062 Re:

Proposal for Audit Services MiMedx Group, Inc. 401(k) Plan

Dear John: We are pleased to have the opportunity to propose on the audit of the MiMedx Group, Inc. 401(k) Plan as of December 31, 2013 and look forward to working with you. Based on our discussions, Windham Brannon understands that the following factors are important to your decision on a service provider:     

Quality service delivered by knowledgeable, relationship-oriented professionals Experience serving similar clients Proactive advisory relationship with senior-level involvement Timely delivery based on your needs Competitive fees

Windham Brannon places a high priority on building lasting client relationships and we recognize the importance of communication to this end. Should you have any questions, please do not hesitate to contact Leslie Tourial at 678.510.2864 or me at 678.510.2759. As with all of our clients, we seek a lasting relationship with MiMedx Group, Inc. We truly appreciate the opportunity to propose on this work, and we look forward to hearing from you. With kind regards,

Heidi L. LaMarca, CPA Enclosure


proposal prepared for

 

Firm Introduction Why Windham Brannon? We offer more. Windham Brannon is a leading audit, tax, and advisory firm with extensive experience working with clients in the finance industry. We will provide high-levels of expertise relevant to your business, and more. With Windham Brannon, you’ll find more proactive involvement, more attention to your priorities and more investment in our relationship to ensure your needs are anticipated and met with confidence. We have more than 160 professionals dedicated to our clients’ success. We take pride in the fact that we are re-defining the role of the typical CPA firm. We are providing each client with exceptional proficiency, certainly, but also the personalized level of service delivered by a strong team that is driven, resourceful and well-connected. Since 1957 we have worked with clients through times of economic crises, financial bubbles and dynamic market trends. We have a proven record of success in adapting to change, learning from the past while keeping our eyes on the future. To serve our middle market clients’ growth needs, we have professionals who understand tax and accounting rules across multiple states, offering the resources necessary to plan and implement their growth strategies. We are also a member of AGN International, allowing access to worldwide services important to our clients. Windham Brannon is committed to offering more: •

More Experience … The partners committed to this engagement have more than 45 years combined experience providing 401(k) audits to companies like MiMedx Group. Heidi LaMarca, our employee benefit plan practice leader, serves as vice chair of the planning committee for the AICPA National Conference on Employee Benefit Plans. Her extensive insight, resources and network ensure the success of the engagement. She also recently completed a 3-year term on the executive committee of the AICPA’s Employee Benefit Plan Audit Quality Center.

More Service … We pride ourselves on our proactive, highly-communicative approach to client service. We will work very closely with you throughout the engagement, maintaining availability and communication, and offering creative solutions for your unique business needs. We are passionate about our commitment to our clients and ensure each is met with a personal level of service.

More Continuity … Our commitment to our clients begins with our commitment to the development of our professionals. The firm’s continuing education initiative far exceeds the standards established by authorities regulating the profession. Our culture embraces the development of our leaders from within. A result of this commitment is our high staff retention and low turnover compared to comparable firms and industry averages.

More Opportunity … In addition to our knowledge and experience, MiMedx Group will benefit from our extensive network of relationships as you continue to grow. Windham Brannon has long-standing memberships with key organizations across multiple industries, and our leaders are well-connected and committed to the advancement of our community.

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Our Employee Benefit Plan Audit Service Approach Audit Process Our audit services maximize efficiencies, minimize disruption of your personnel, and consistently meet or exceed your expectations as to delivery and value. We will accomplish these results through significant planning and leveraging the strengths of your internal controls and control environments. We focus on day to day efficiencies of the audit rather than spending time to “recreate the wheel.” We emphasize high levels of communication and having highly trained and specialized professionals who are driven by client service. Windham Brannon’s approach to auditing employee benefit plans not only ensures that the financial statements are fairly presented; it also focuses on recognizing and communicating valuable information and opportunities for our clients to improve their operations and accomplish their objectives. With the growth of our Employee Benefit Plan audit practice, we have accumulated significant experience at transitioning as new auditors, and we know how to make the process a smooth one for our new clients. Our proposed fee includes all of our start-up time. We work hard to make sure there are no “surprises.” Some of the benefits you can expect from our audit services are: • • • • •

Meaningful feedback (management recommendations) A “roll up our sleeves” attitude and do what it takes to complete the audit in a timely manner A customized approach to all of our audits while maintaining compliance with generally accepted auditing standards Annual exit conference (to communicate final results, suggestions for next year and to solicit input on ways to continually improve the audit process) Status updates during fieldwork

The audit is scheduled well in advance, and the audit engagement team is selected based on the nature of the client and the complexity of the work. This helps ensure the right people are available when the work is to be done. We coordinate the timing of the engagement to meet your needs. Timely delivery is an important client service goal. During the planning phase of our audit, we meet with client management and staff to obtain and document an understanding of the plan and any amendments or changes in the current year. The entire audit team then participates in an "engineering meeting" at which time we perform a risk assessment for the audit and determine specific procedures to be performed in each area.

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Our Employee Benefit Plan Audit Service Approach (continued) The engagement principal prepares a tailored, detailed audit program for the client that effectively addresses the audit risk present. Prior to starting the final fieldwork, the principal meets with appropriate client personnel (including the appropriate person at the third-party administrator) and addresses potential problem areas to avoid surprises. During the on-site work phases of the audit, the in-charge and staff associates perform necessary detail testing of participant data and distributions, as well as examine corroborating evidence in support of recorded amounts. Based on expectations established from our understanding of the plan, they will perform analytical review procedures on account balances at the plan level. Our management letter comments will be discussed with client personnel prior to leaving your offices. The principal is involved throughout the audit, and reviews are performed in the field to ensure that it proceeds as planned, that any issues are resolved quickly and that it is delivered on time. After all audit work is completed and drafts of all reports have been prepared, a second partner review will be performed. We use this “cold” review to further ensure that our work not only meets the standards of the profession but also our own standards for excellent client service. Depending on your desire as to timing, the engagement principal will speak with the Plan’s Administrative Committee (or their designee) to review the scope and results of our audit, to discuss and consider significant matters noted by us during the audit, and to communicate certain other matters required by professional standards. It is our policy to review with management the matters we will cover in this meeting to make sure our recommendations are not unreasonable and that there are no surprises in our work, findings, or recommendations. During the audit process, Leslie Tourial will be your engagement manager and main point of contact, and will oversee the work that is needed to complete the audit for the MiMedx Group, Inc. 401(k) Plan. She will ensure that she understands your unique needs and that the team is meeting those needs appropriately. She will also coordinate and manage the team to ensure that everything is handled properly and in a timely manner. Heidi LaMarca will be the engagement partner and will review the audit workpapers. Chris Rouse will perform the second review. As you can see in his attached bios, the team has extensive experience in auditing employee benefit plans.

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Introduction to Our Team Committed Principal Involvement At Windham Brannon, we deliver a teamwork approach to maximize value to clients. We do not maintain separate books of business by individual principals. Rather, our principals serve the clients of the firm as a group, bringing their specialized knowledge to the client. Additionally, we customize each client team to ensure that we are as responsive and knowledgeable as possible. We take proactive measures to maintain continuity of staff for our clients through our commitment to a culture which promotes a work/life balance. As a result of our retention efforts, we experience very low attrition. From our initial hiring procedures to our mentor programs, we hire and retain the most talented professionals available. Staff remain on engagements each year and grow with their clients. In addition to the team mentioned below, other experienced professionals will be assigned to your engagement based on the specific areas of need at the time. The team for this engagement includes: Heidi LaMarca, Audit Principal – With 20 years of experience, Heidi leads the firm’s employee benefit plan services practice area. She is currently the vice chair of the planning committee for the AICPA National Conference on Employee Benefit Plans and has recently completed a 3-year term on the executive committee of the Employee Benefit Plan Audit Quality Center of the AICPA. She will have ultimate responsibility for the success of this engagement, providing oversight and review of all audit-related matters. Chris Rouse, Audit Principal – Chris has more than 40 years experience, including an extensive background in auditing employee benefit plans. Chris is the current Chair of the Georgia Society of CPAs Employee Benefit Plan Audit Improvement Task Force, and he has served on the U.S. Department of Labor’s ERISA Advisory Council. He will serve as the concurring partner in this engagement. Leslie Tourial, Audit Senior Manager – With more than 15 years of extensive accounting and auditing experience, Leslie has a specialty in auditing employee benefit plans. She will serve as the day-to-day lead on this engagement. *NOTE: Full team bios are included in the appendix.

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Fee Schedule We realize that fees are an important concern, and we are sensitive to your objective of controlling costs. We will cooperate to minimize your costs consistent with maintaining our standards of quality. As a means of cost control, we expect to leverage our technology and experience as part of our audit approach. Equally important, we expect to enlist the assistance of your personnel wherever possible. While fees are not the sole factor in selecting accountants and consultants, you should expect your service providers to deliver value and share your commitment to managing external costs. With regards to fees, our Firm’s guiding principles are: • • •

Provide value for the fees we charge in the form of knowledge sharing, providing relevant feedback and excellent client service; Never surprise a client by having them open a bill without our discussing it with them beforehand, and; Ensure fairness.

Our proposed annual fee is as follows: •

Audit of the MiMedx Group, Inc. 401(k) Savings Plan for the year ended December 31, 2013:

$14,000*

* This fee represents the audit fee of $12,000 plus one-time fees of $2,000 (due to changes in payroll provider and record-keeper during 2013).

Our fees are subject to revision only if unforeseeable circumstances are encountered. In that unlikely event, we will discuss the matter with you before incurring additional costs. Our fee schedule is based on the facts and circumstances made available to us at the time the proposal was developed. Should changes in accounting rules, federal regulations, auditing standards, tax laws, your company structure or personnel warrant additional fees, you will be notified prior to time being incurred. Our fees are based on the following assumptions: • • •

You will prepare schedules and analyses and provide us with supporting documents as requested, as well as be available to assist us. Windham Brannon will prepare the financial statements with your oversight. You will not make significant changes in your internal accounting controls, accounting systems, key personnel, or organizational structure.

We aim to develop a long-term relationship with MiMedx Group. Our fees are calculated based upon the estimated time it will take us to complete the agreed upon services. In our initial year of working with you, we will incur first-year related costs, including obtaining an understanding of the Plan and processes and documenting internal controls. We will absorb these costs as part of our initial investment in you.

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Appendix A: Firm Philosophy and Recognition Dedication to Superior Client Service Windham Brannon’s success is attributable to strong, long-lasting relationships. Our mission is to help our clients succeed in a complex and changing world. We aim to achieve our mission by passionately pursuing an understanding of your business and providing a level of service that makes our relationship a truly valuable asset. We demonstrate this commitment by proactively thinking of ways to address your unique business needs and offering more than typical audit and tax services. As a firm, we serve a wide range of both corporate and individual clients. Our professionals understand the importance of and are committed to the delivery of superior service. We believe MiMedx Group will benefit from the expertise and the attention we provide our clients, as well as our faithful commitment to the adherence to our core operating principles: • • •

Deliver exceptional client service; Do the right thing, all the time; and Maintain a collegial and collaborative culture.

Provided the opportunity, we are committed to demonstrate how Windham Brannon can offer more to MiMedx Group.

Firm Recognition •

• • • • •

Five Principals have received the prestigious Distinguished Member Award from the Georgia Society of Certified Public Accountants, an award given to one person each year among the more than 10,000 members Named one of the “Best of the Best” Top 25 public accounting firms by Inside Public Accounting Named one of the Top Workplaces in Metro Atlanta for 2012 and 2013 by Atlanta Journal Constitution Named one of the Best Places to Work by Atlanta Business Chronicle in 2012 and 2013 Named one of the Best Accounting Firms to Work For in the nation by Accounting Today in 2012 and 2013 Named one of the Best Public Accounting Firms for Women by the Accounting & Financial Women’s Alliance and the American Woman’s Society of Certified Public Accountants in 2013

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Appendix B: Client References Client confidentiality is important to Windham Brannon. The following clients have consented to serve as references and would be willing to share their experience in working with Windham Brannon.

Wise Foods, Inc. Patricia Hornsby Director of Benefits 228 Raseley Street Berwick, PA 18603 Phone: 570-759-4406 Email: phornsby@wisesnacks.com

PBD, Inc. Stacey Villarubia Human Resources Coordinator 1650 Bluegrass Lakes Parkway Alpharetta, Georgia 30004 Phone: 770-280-4086 Email: stacey.villarubia@pbd.com

Rollins, Inc. JoAnne Thomas Director of Benefits 2170 Piedmont Road, NE Atlanta, GA 30324 Phone: 404-888-2000 Email: jthomas2@rollins.com

Mazursky Constantine LLC (a Firm Employee Benefit Plan attorney client) Don Mazursky Managing Member 999 Peachtree Street Suite 1500 Atlanta, GA 30309 Phone: 404-888-8840 Email: dmazursky@mcbenefitslaw.com

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O ffering M o re : e xpert ise, de dicat io n, re so urc ef ulnes s

Heidi L. LaMarca, CPA Principal hlamarca@windhambrannon.com 678-510-2759

The people of Windham Brannon are recognized for their abilities to provide exceptional tax, audit and advisory services ‌ and more. Clients count on WB’s technical expertise, certainly, but they also value the added benefit they get from working with the team of attentive, resourceful, connected Windham Brannon professionals committed to their success.

In addition to being an audit Principal, Heidi oversees the fast-growing practice area of employee benefit plan services, which includes Employee Benefit Plan audits, Form 5500 filings and advisory services. She is currently the vice chair of the planning committee for the AICPA National Conference on Employee Benefit Plans and recently completed a three-year term on the executive committee of the Employee Benefit Plan Audit Quality Center of the AICPA. She enjoys working with professionals in the human resources area of businesses to ensure they are compliant with the ever-changing rules and regulations. With over 20 years of experience, Heidi also has expertise in the areas of financial statement audits, reviews, and compilations for the manufacturing, real estate, retail/ wholesale and service industries, as well as not-for-profit organizations. She is not only focused on completing engagements efficiently and effectively, but also on identifying relevant management recommendations as a result of the audit process. These recommendations range from internal control deficiencies to accounting policies and other issues noted during the audit. She is constantly focused on improving the Windham Brannon team as well as helping her clients succeed. Additionally, Heidi has expertise in internal control reviews in connection with SOC1 engagements for 401(k) record keepers and claims administrators, compliance with Section 404 of Sarbanes-Oxley, due diligence, and several CPA firm peer reviews.

3630 Peachtree Road, NE Suite 600 Atlanta, GA 30326 (404) 898-2000 windhambrannon.com

Heidi has a Bachelor of Science in Accounting from Florida State University in Tallahassee, Florida and began her career in auditing with KPMG in Atlanta. In addition to the AICPA, she is a member of the Georgia Society of CPAs, the American Society of Pension Professionals & Actuaries Benefits Council of Atlanta and Women in Pensions. 8


O ffering M o re : insight , se rvice , re so urcef ulnes s

Christopher Rouse, CPA Principal crouse@windhambrannon.com 678-510-2741

The people of Windham Brannon are recognized for their abilities to provide exceptional tax, audit and advisory services … and more. Clients count on WB’s technical expertise, certainly, but they also value the added benefit they get from working with the team of attentive, resourceful, connected Windham Brannon professionals committed to their success.

3630 Peachtree Road, NE Suite 600 Atlanta, GA 30326 (404) 898-2000 windhambrannon.com

Chris has 40 years experience as a practicing CPA, providing audit services to a wide variety of clients and serving as a business advisor and project consultant to businesses ranging from start-up not-for-profit enterprises to public real estate companies and financial institutions. In addition to his significant audit experience, he has handled a variety of special projects for clients, including offerings of debt and equity securities, strategic planning, mergers and acquisitions, accounting system reviews, internal auditing functions, and many other business services. While his current primary role is providing consultation and assistance on accounting issues for Windham Brannon’s clients, he is also responsible for the quality control of the firm’s audit and accounting practice and serves as concurring review principal for most of the firm’s audits. He also performs peer reviews for a number of large and small public accounting firms. Chris has served on several technical committees of the American Institute of CPAs, including the Technical Standards Committee, the Technical Issues Committee and the Peer Review Board. He currently serves on an AICPA Task Force for updating the guidance on the audit risk assessment standards. He has served as Chair and member of several Georgia Society of CPAs committees, and is currently Chair of the Georgia Society of CPAs Employee Benefit Plan Audit Improvement Task Force. Chris also served on the U.S. Department of Labor’s ERISA Advisory Council, and previously chaired Working Groups of the Council. Chris is a frequent speaker at professional seminars and training courses at the national level and in Georgia. He is a recipient of the Outstanding Discussion Leader Award of the Georgia Society of CPAs. As a testament to his dedication to his profession, he was recently recognized by the Georgia Society of CPAs as the Outstanding Section Leader (Assurance Services).

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O ffering M o re : de dicat io n, so lut io ns, support

Leslie G. Tourial, CPA Audit Senior Manager ltourial@windhambrannon.com 678-510-2864

The people of Windham Brannon are recognized for their abilities to provide exceptional tax, audit and advisory services … and more. Clients count on WB’s technical expertise, certainly, but they also value the added benefit they get from working with the team of attentive, resourceful, connected Windham Brannon professionals committed to their success.

Leslie Tourial is an Audit Senior Manager with Windham Brannon. With over fifteen years experience in auditing, Leslie’s audit clients include companies in the healthcare, transportation, manufacturing, distribution and professional services industries. Leslie has a specialty in auditing Employee Benefit Plans. She has also worked on numerous special engagements, most notably collateral reviews for various lenders. Prior to joining the firm, Leslie was a manager at Tarpley & Underwood, an accounting firm that merged with Windham Brannon in 2011. Leslie began her career with PricewaterhouseCoopers and has since worked both in industry and banking, where she gained experience with Asset-Based Lending. She graduated with distinction from Emory University with a BBA in Accounting, and is a member of the Sandy Springs Perimeter Chamber of Commerce and Worldwide Employee Benefits. Leslie has also served on the Board of the Jewish Family and Career Services and serves in their Budget and Finance and Counseling Committees, having been involved with the organization since 2007. She also participated in the JF&CS Tools for Leaders Program and has volunteered with a joint initiative between the Georgia Society of CPAs and Junior Achievement to teach middle school students about budgeting and finances.

3630 Peachtree Road, NE Suite 600 Atlanta, GA 30326 (404) 898-2000 windhambrannon.com 10

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