THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF BY THE HOLDER
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS OF ANY STATE WITH RESPECT THERETO OR IN
ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE AND ALSO MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT IN COMPLIANCE WITH ANY APPLICABLE RULES OF THE
SECURITIES AND EXCHANGE COMMISSION.
REGEN BIOLOGICS, INC.
8.00% Secured Convertible
Note
REGEN BIOLOGICS, INC. , a Delaware corporation (the “
Company ”), for value received, hereby promises to pay
to ______ or its registered assigns the principal sum of
$______ on April 2, 2010, and to pay interest (computed on the
basis of a 360-day year of twelve 30-day months) on the unpaid
principal balance hereof from the date of the Closing at the rate
of interest (the “ Interest Rate ”) specified
below.
1. Interest
hereon shall accrue at a rate of 8.00% per annum commencing on the
date of the Closing and shall be payable, in arrears, on the Due
Date. Following the Due Date, interest hereon shall
accrue at a rate of 12.00% per annum until paid in full.
2. Payments
of principal, interest and all other amounts due in respect hereof
shall be made in immediately available U.S. Dollars at the address
shown in the Register maintained by the Company for such purpose,
in the manner provided in the Subscription Agreement.
3. This
Note is one of an issue of 8.00% Secured Convertible Notes of the
Company issued in an aggregate principal amount of up to
$3,000,000, pursuant to the Subscription and Security Agreement (as
may be amended, restated or otherwise modified from time to time,
the “ Subscription Agreement ”), dated as of
October 2, 2009, among the Company and the original signatories
thereto. The holder of this Note is entitled to the
benefits of the Subscription Agreement. This Note is
subject to the terms of the Subscription Agreement, and such terms
are incorporated herein by reference. Capitalized terms
used herein and not defined herein have the meanings specified in
the Subscription Agreement.
4. This
Note shall be convertible into shares of equity securities of the
Company on the terms and conditions set forth in the Subscription
Agreement.
