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.
8.00% Unsecured Convertible
Note
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No. S-____
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$________
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December 4, 2008
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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 July 24, 2009, 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
Maturity Date.
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% Unsecured Convertible Notes of the
Company issued in an aggregate principal amount of not more than
$500,000, pursuant to the Subscription Agreement (as may be
amended, amended and restated, restated or otherwise modified from
time to time, the “ Subscription Agreement ”),
dated as of December 4, 2008, 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 Common Stock of the Company on
the terms and conditions set forth in the Subscription
Agreement.
5. This Note
shall not confer any preemptive rights to its Holder;
provided , however , that this No
