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.
WARRANT
CERTIFICATE
Warrant to Purchase Stock
Date of Issue: October 2,
2009
This warrant certificate (“ Warrant
Certificate ”) certifies that for value received
___________ or registered assigns (the “ Holder
”) is the owner of warrants (the “ Warrants
”), which entitles the Holder thereof to purchase, at the
Exercise Price (as hereinafter defined), at any time on or before
the Expiration Date (as hereinafter defined), a number of shares
(the “ Warrant Shares ”) of Common Stock, $0.01
par value (“ Common Stock ”) of ReGen Biologics,
Inc., a Delaware corporation (the “ Company ”),
as follows: (a) that number of shares of Common Stock equal to the
amount of Conversion Shares into which that certain Note, of even
date herewith and in the principal amount of $__________ (the
“ Note Principal Amount ”), with which this
Warrant Certificate was issued, would be repaid in a Future Private
Placement, were the holder of such Note to elect repayment in
Conversion Shares, or (b) if a Future Private Placement has not
been consummated prior to the Due Date, that number of shares of
Common Stock equal to the Note Principal Amount divided by
$0.03. Capitalized terms used herein and not otherwise
defined in this Warrant Certificate shall have the meanings given
them in the Subscription and Security Agreement between the Company
and the Investor(s) named therein, dated October 2, 2009 (the
“ Subscription Agreement ”).
This Warrant Certificate shall entitle the
Holder to purchase the Warrant Shares (in an amount determined as
set forth above). The purchase price payable upon
exercise of the Warrants shall be equal to (i) 1% of the purchase
price of the securities offered in the Future Private Placement, or
(ii) if no Future Private Placement is consummated prior to the Due
Date, $0.01 per share of Common Stock (the “ Exercise
Price ”).
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Exercise;
Expiration Date
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2.1 The
Warrants are exercisable, at the option of the Holder, at any time
or times after issuance and on or before the Expiration Date (as
hereinafter defined), upon surrender of this Warrant Certificate to
the Company together with a duly completed Notice of Exercise, in
the form attached hereto as Exhibit A , and payment of an
amount equal to the product of the Exercise Price times the number
of shares of stock to be acquired. Payment of the
Exercise Price for the Warrant Shares shall be in lawful money of
the United States of America, paid by wired transfer or
cashier’s check drawn on a United States bank or pursuant to
the terms of Section 7. In the case of exercise of the
Warrants for less than all the Warrant Shares represented by this
Warrant Certificate, the Company shall cancel the Warrant
Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate for the balance of such Warrant
Shares.
2.2 The
term “ Expiration Date ” shall mean 5:00 p.m.
New York time on October 2, 2014 or if such date shall in the State
of New York be a holiday or a day on which banks are authorized to
close, then 5:00 p.m. New York time the next following date which
in the State of New York is not a holiday or a day on which banks
are authorized to close.
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Registration
and Transfer on Company Books
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3.1 The
Company shall maintain books for the registration and transfer of
the Warrants and the registration and transfer of the shares of
stock issued upon exercise of the Warrants.
3.2 Prior
to due presentment for registration of transfer of this Warrant
Certificate, or the shares of stock issued upon exercise of the
Warrants, the Company may deem and treat the registered Holder as
the absolute owner thereof.
3.3 Neither
this Warrant Certificate nor the Warrant Shares have been
registered under the Securities Act of 1933, as amended (the
“ Act ”). The Company will not
transfer this Warrant Certificate or the