EX-4.3






Exhibit 4.3




FORM OF SUBSCRIPTION AGENT AGREEMENT




April ___, 2009




American Stock Transfer & Trust Company, LLC

59 Maiden Lane

New York, New York 10038




Ladies and Gentlemen:



In connection with your appointment as Subscription Agent in the transaction described herein,
BioMimetic Therapeutics, Inc. (the “Company”), hereby confirms its arrangements with you as
follows:





	1.	 	Rights Offering — The Company is offering (the “Rights Offering”) to certain holders
of shares of its common stock, par value $.001 per share (“Common Stock”), on April 21, 2009
(the “Record Date”), the right (“Rights”) to subscribe for Units (“Units”), each Unit
consisting of 0.1017 shares of Common Stock. Except as set forth under Paragraphs 7 and 9
below, the Rights shall cease to be exercisable at 5:00 p.m., New York City time, on June 15,
2009 or such later date of which the Company notifies you orally and confirms in writing (the
“Expiration Date”). A total of 19,659,525 Rights are being issued for 19,659,525 shares of
Common Stock held on the Record Date, which if fully subscribed will result in the issuance of
1,999,373 additional shares of Common Stock. Delivery of one Right and payment in full of the
subscription price of $8.50 per share (the “Subscription Price”) are required to subscribe for
one Unit. The Rights are evidenced by non-transferable subscription certificates in
registered form (“Subscription Certificates”). Each holder of Subscription Certificate(s) who
exercises the holder’s right to subscribe for all Units that can be subscribed for with the
Rights evidenced by such Subscription Certificate(s) (the “Basic Subscription Right”) will
have the right to subscribe for additional Units, if any, available as a result of any
unexercised Rights (such additional subscription right being referred to hereafter as the
“Additional Subscription Privileged”). The Rights Offering will be conducted in the manner
and upon the terms set forth in the Company’s Prospectus dated ___, 2009 (the
“Prospectus”), which is incorporated herein by reference and made a part hereof as if set
forth in full herein.






	2.	 	Appointment of Subscription Agent — You are hereby appointed as Subscription Agent to
effect the Rights Offering in accordance with the Prospectus. Each reference to you in this
letter is to you in your capacity as Subscription Agent unless the context indicates
otherwise.






	3.	 	Delivery of Documents — Enclosed herewith are the following, the receipt of which you
acknowledge by your execution hereof:




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	 	(a)	 	a copy of the Prospectus;
	 
	 	(b)	 	the form of Subscription Certificate (with instructions);
	 
	 	(c)	 	resolutions adopted by the Board of Directors of the Company in connection with
the Rights Offering, certified by the secretary of the Company; and
	 
	 	(d)	 	Notice of Guaranteed Delivery.






	 	 	As soon as is reasonably practical, you shall mail or cause to be mailed to each holder of
Common Shares at the close of business on the Record Date a Subscription Certificate
evidencing the Rights to which such holder is entitled, a Notice of Guaranteed Delivery, a
Prospectus and an envelope addressed to you. Prior to mailing, the Company will provide you
with blank Subscription Certificates which you will prepare and issue in the names of
holders of Common Shares of record at the close of business on the Record Date and for the
number of Rights to which they are entitled. The Company will also provide you with a
sufficient number of copies of each of the documents to be mailed with the Subscription
Certificates.
	 
	4.	 	Subscription Procedure -
	 
	 	 	(a) Upon your receipt prior to 5:00 p.m., New York time, on the Expiration Date (by mail or
delivery), as Subscription Agent, of (i) any Subscription Certificate completed and endorsed
for exercise, as provided on the reverse side of the Subscription Certificate (except as
provided in paragraph 7 hereof), and (ii) payment in full of the Subscription Price in U.S.
funds by certified bank check, bank draft or money order payable at par (without deduction
for bank service charges or otherwise) to the order of American Stock Transfer & Trust
Company, you shall as soon as practicable after the Expiration Date, but not before
receiving a Notice of Completion of Stockholder Vote and not until after performing the
procedures described in subparagraphs (b) and (c) below, mail to the subscriber’s registered
address on the books of the Company certificates representing the securities underlying each
Unit duly subscribed for (pursuant to the Basic Subscription Right and the Additional
Subscription Privilege) and furnish a list of all such information to the Company.
	 
	 	 	(b) As soon as practicable after the Expiration Date you shall calculate the number of Units
to which each subscriber is entitled pursuant to the Additional Subscription Privilege. The
Additional Subscription Privilege may only be exercised by holders who subscribe to all the
Units that can be subscribed for under the Basic Subscription Right. The Units available
for additional subscriptions will be those that have not been subscribed and paid for
pursuant to the Basic Subscription Right (the “Remaining Units”). Where there are
sufficient Remaining Units to satisfy all additional subscriptions by holders exercising
their rights under the Additional Subscription Privilege, each holder shall be allotted the
number of Additional Units subscribed for. If the aggregate number of Units subscribed for
under the Additional Subscription Privilege exceeds the number of Remaining Units, the
Remaining Units shall be allocated




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	 	 	pro rata among each stockholder exercising the Additional Subscription Privilege in
proportion to the number of shares of Common Stock owned by such stockholder on the Record
Date, relative to the number of shares owned on the record date by all stockholders
exercising the Additional Subscription Privilege. If this pro rata allocation results in
any stockholder receiving a greater number of Remaining Units than the stockholder
subscribed for pursuant to the exercise of the Additional Subscription Privilege, then such
stockholder will be allocated only that number of Remaining Units for which the stockholder
oversubscribed, and the additional Remaining Units will be allocated among all other
stockholders exercising the Additional Subscription Privilege on the same pro rata basis
described above. The proration process shall be repeated until all Remaining Units have been
allocated or all Additional Subscription Privilege requests have been satisfied. Any
fractional Unit to which persons exercising their Additional Subscription Privilege would
otherwise be entitled pursuant to such allocation shall be rounded down to the next whole
Unit.
	 
	 	 	(c) Upon calculating the number of Units to which each subscriber is entitled pursuant to
the Additional Subscription Privilege and the amount overpaid, if any, by each subscriber,
you shall, as soon as practicable, furnish a list of all such information to the Company.
	 
	 	 	(d) Upon receipt of a Notice of Completion of Stockholder Vote from the Company and upon
calculating the number of Units to which each subscriber is entitled pursuant to the
Additional Subscription Privilege and assuming payment for the additional Units subscribed
for has been delivered, you shall mail, as contemplated in subparagraph (a) above, the
certificates representing the additional securities which the subscriber has been allotted.
If a lesser number of Units is allotted to a subscriber under the Additional Subscription
Privilege than the subscriber has tendered payment for, you shall remit the difference to
the subscriber without interest or deduction at the same time as certificates representing
the securities allotted pursuant to the Additional Subscription Privilege are mailed.
	 
	 	 	(e) Funds received by you pursuant to the Basic Subscription Right and the Additional
Subscription Privilege shall be held by you in a segregated account. Upon mailing
certificates representing the securities and refunding subscribers for additional Units
subscribed for but not allocated, if any, you shall promptly remit to the Company all funds
received in payment of the Subscription Price for Units sold in the Rights Offering.
	 
	5.	 	Stockholder Vote – The Company is currently soliciting the vote of our stockholders
to approve the participation of our largest stockholder in the Rights Offering as a standby
purchaser. Upon completion of that vote, the Company shall provide you with written
confirmation thereof (“Notice of Completion of Stockholder Vote”). No securities shall be
issued under the Rights Offering until you receive the Notice of Completion of Stockholder
Vote from the Company.




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	6.	 	Defective Exercise of Rights Lost Subscription Certificates — The Company shall have
the absolute right to reject any defective exercise of Rights or to waive any defect in
exercise. Unless requested to do so by the Company, you shall not be under any duty to give
notification to holders of Subscription Certificates of any defects or irregularities in
subscriptions. Subscriptions will not be deemed to have been made until any such defects or
irregularities have been cured or waived within such time as the Company shall determine. You
shall as soon as practicable return Subscription Certificates with the defects or
irregularities which have not been cured or waived to the holder of the Rights. If any
Subscription Certificate is alleged to have been lost, stolen or destroyed, you should follow
the same procedures followed far lost stock certificates representing Common Shares you use in
your capacity as transfer agent for the Company’s Common Shares.
	 
	7.	 	Late Delivery —  If prior to 5:00 p.m., New York time, on the Expiration Date you
receive (i) payment in full of the Subscription Price for the Units being subscribed for and
(ii) a guarantee notice substantially in the form of the Notice of Guaranteed Delivery
delivered with the Subscription Certificate, from a financial institution having an office or
correspondent in the United States, or a member firm of any registered United States national
securities exchange or of the National Association of Securities Dealers, Inc. stating the
certificate number of the Subscription Certificate relating to the Rights, the name and
address of the exercising subscriber, the number of Rights represented by the Subscription
Certificate held by such exercising subscriber, the number of Units being subscribed for
pursuant to the Rights and guaranteeing the delivery to you of the Subscription Certificate
evidencing such Rights within three NASDAQ Global Market (“NGM”) trading days following the
date of the Notice of Guaranteed Delivery, then the Rights may be exercised even though the
Subscription Certificate was not delivered to you prior to 5:00 p.m., New York time, on the
Expiration Date, provided that within three NGM trading days following the date of the Notice
of Guaranteed Delivery you receive the properly completed Subscription Certificate evidencing
the Rights being exercised, with signatures guaranteed if required.
	 
	8.	 	Delivery — You shall deliver to the Company the exercised Subscription Certificates
in accordance with written directions received from the Company and shall deliver to the
subscribers who have duly exercised Rights at their registered addresses certificates
representing the securities subscribed for as instructed on the reverse side of the
Subscription Certificates.
	 
	9.	 	Reports — You shall notify the Company by telephone on an before the close of
business on each business day during the period commencing five business days after the
mailing of the Rights and ending at the Expiration Date (and in the case of guaranteed
deliveries ending three NGM trading days after the Expiration Date) (a “daily notice”), which
notice shall thereafter be confirmed in writing, of (i)




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	 	 	the number of Rights exercised pursuant to both the basic subscription and over-subscription
privilege, on the day covered by such daily notice, (ii) the number of Rights subject to
guaranteed exercises on the day covered by such daily notice, (iii) the number of Rights for
which defective exercises have been received on the day covered by such daily notice, and
(iv) the cumulative total of the information set forth in clauses (i) through (iii) above.
At or before 5:00 p.m., New York City time, on the first NGM trading day following the
Expiration Date you shall certify in writing to the Company the cumulative total through the
Expiration Date of all the information set forth in clauses (i) through (iii) above. At or
before 10:00 a.m., New York City time, on the fifth NGM trading day following the Expiration
Date you will execute and deliver to the Company a certificate setting forth the number of
Rights exercised pursuant to a Notice of Guaranteed Delivery and as to which Subscription
Certificates have been timely received. You shall also maintain and update a listing of
holders who have fully or partially exercised their Rights, holders who have transferred
their Rights and their transferees, and holders who have not exercised their Rights. You
shall provide the Company or its designees with such information compiled by you pursuant to
this paragraph 9 as any of them shall request.
	 
	10.	 	Future Instructions – With respect to notices or instructions to be provided by the
Company hereunder, you may rely and act on any written instruction signed by any one or more
of the following authorized officers or employees of the Company:




Samuel E. Lynch, D.M.D., D.M.S.

Larry E. Bullock

Earl Douglas, Esq.





	11.	 	Payment of Expenses — The Company will pay you compensation for acting in your
capacity as Subscription Agent hereunder in the amount of $15,000 plus your reasonable
out-of-pocket expenses. The Company will pay an additional fee equal to one-third of the
Subscription Agent fee for each extension of the Offering, plus any out-of-pocket expenses
associated with such extension.
	 
	12.	 	Counsel — You may consult with counsel satisfactory to you, which may be counsel to
the Company, and the advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by you
hereunder in good faith and in accordance with such advice an opinion of such counsel.
	 
	13.	 	Indemnification –
	 
	 	 	(a) The Company covenants and agrees to indemnify and hold you harmless against any costs,
expenses (including reasonable fees of legal counsel), losses or damages, which may be paid,
incurred or suffered by or to which you may become subject arising from or out of, directly
or indirectly, any claim or liability




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	 	 	resulting from your actions as Subscription Agent pursuant hereto; provided that such
covenant and agreement does not extend to such costs, expenses, losses and damages incurred
or suffered by you as a result of, or arising out of, your own gross negligence, misconduct
or bad faith or that of any employees, agents or independent contractors used by you in
connection with performance of your duties as Subscription Agent hereunder.
	 
	 	 	(b) You covenant and agree to indemnify and hold the Company harmless against any costs,
expenses (including reasonable fees of legal counsel), losses or damages, which may be paid,
incurred or suffered by or to which the Company may become subject arising from or out of,
directly or indirectly, any claim or liability resulting from your refusal or failure to
comply with the terms and conditions of this Agreement or from your gross negligence,
willful misconduct or bad faith; provided that such covenant and agreement does not extend
to such costs, expenses, losses and damages incurred or suffered by the Company as a result
of, or arising out of, the Company’s gross negligence, misconduct or bad faith or that of
any employees, agents or independent contractors used by the Company in connection with the
Rights offering.
	 
	14.	 	Notices —  Unless otherwise provided herein, all reports, notices and other
communications required or permitted to be given hereunder shall be in writing and delivered
by hand or confirmed telecopy or by first class U.S. mail, postage prepaid, shall be deemed
given if by hand or telecopy, upon receipt or if by U.S. mail, three business days after
deposit in the U.S. mail and shall be addressed as follows:






	 	(a)	 	If to the Company, to:




BioMimetic Therapeutics, Inc.

389-A Nichol Mill Lane

Franklin, TN 37067

Attention: Larry E. Bullock, CFO

Telephone: (615) 236-4402

Telecopy: (615) 236-4452





	 	(b)	 	If to you, to:




American Stock Transfer & Trust Company, LLC

59 Maiden Lane

New York, N.Y. 10038

Attention: George Karfunkel

Telephone: (718) 921-8200

Telecopy: (718) 236-4588




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	Yours truly,
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






Agreed & Accepted:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






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Fee Schedule




Flat fee of $15,000

Plus reasonable out-of-pocket expenses.





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