EX-4.2






Exhibit 4.2









 









 









DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE




Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.




	 	 	 
	If delivering by hand:
	 	If delivering by mail or overnight courier:
	 
	 	 
	American Stock Transfer & Trust Company
	 	American Stock Transfer & Trust Company
	Attn: Reorganization Department
	 	Operations Center
	59 Maiden Lane
	 	Attn: Reorganization Department
	New York, New York 10038
	 	6201 15th Avenue
	 
	 	Brooklyn, New York 11219






PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.






FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS



To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a)
and (c) and sign under Form 3 below. To subscribe for shares pursuant to your
Over-Subscription Right, please also complete line (b) and sign under Form 3 below. To the
extent you subscribe for more Shares than you are entitled under either the Basic
Subscription Right or the Over-Subscription Right, you will be deemed to have elected to
purchase the maximum number of shares for which you are entitled to subscribe under the Basic
Subscription Right or Over-Subscription Right, as applicable.



(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:




	 	 	 	 	 	 	 	 	 
	I apply for

	 	 	 	shares x $8.50
	 	= $	 	 
	 

	 	 

(no. of new shares)
	 	(subscription price)
	 	 	 	 

(amount enclosed)







(b) EXERCISE OF OVER-SUBSCRIPTION RIGHT



If you
have exercised your Basic Subscription Right in full and wish
to subscribe for additional shares of Common Stock for which you are entitled to subscribe
pursuant to your Over-Subscription Right:




	 	 	 	 	 	 	 	 	 
	I apply for

	 	 	 	shares x $8.50
	 	= $	 	 
	 

	 	 

(no. of new shares)
	 	(subscription price)
	 	 	 	 

(amount enclosed)







(c) Total Amount of Payment Enclosed = $                    




METHOD OF PAYMENT (CHECK ONE)




	 	 	 	 	 
	 
	 	 ̈	 	Certified bank check or bank draft
payable to American Stock Transfer and Trust Company, as subscription
agent, f/b/o BioMimetic Therapeutics, Inc., drawn upon a United States bank.
	 
	 	 	 	 
	 
	 	 ̈	 	Postal, telegraphic or express
money order payable to American Stock Transfer & Trust Company, as subscription agent, f/b/o BioMimetic Therapeutics, Inc.
	 
	 	 	 	 
	 
	 	 ̈	 	Wire transfer of immediately
available funds directly to the account maintained by American Stock
Transfer & Trust Company, LLC, as Subscription Agent, for
purposes of accepting subscriptions in this Rights Offering at
JPMorgan Chase Bank, 55 Water Street, New York, New York 10005,
ABA #021000021, Account # 323-059953 American Stock Transfer f/b/o
BioMimetic Therapeutics, Inc., with reference to the rights holder’s name.






FORM 2-DELIVERY TO DIFFERENT ADDRESS



If you wish for the Common Stock issued as result of your exercising your subscription
rights to be delivered to an address different from that shown on the face of this
Subscription Rights Certificate, please enter the alternate address below, sign under
Form 3 and have your signature guaranteed under Form 4.




	 	 	 
	 
	 
	 	 
	 
	 
	 	 
	 








FORM 3-SIGNATURE



TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I
hereby irrevocably subscribe for the number of shares indicated above on the terms and
conditions specified in the Prospectus. By signing below I confirm that (1) after giving
effect to the exercise of my Rights, I will not beneficially own, as determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, more than 14.99% of the
Company’s outstanding shares of Common Stock (calculated immediately upon the closing of the
rights offering after giving effect to the standby commitment, as described in the Prospectus,
if applicable) and (2), if I already beneficially own, as determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended, in excess of 14.99% of the
Company’s outstanding shares of Common Stock I will not, via the exercise of the Rights,
increase my proportionate interest in the Company’s Common Stock (calculated immediately upon
the closing of the rights offering after giving effect to the standby commitment, as described
in the Prospectus, if applicable). Notwithstanding the foregoing, any shares I acquire in
connection with the rights offering in excess of 14.99% of the Company’s outstanding shares of
Common Stock (calculated immediately upon the closing of the rights offering after giving
effect to the standby commitment, as described in the Prospectus, if applicable) shall be
referred to herein as the “Additional Shares”). With respect to any such Additional Shares, I
hereby (1) irrevocably appoint and constitute the Company, each of its authorized officers and
their designees, and each of them, with full power of substitution, as my proxy and attorney
in fact with full authority to vote and act by written consent with respect to any such
Additional Shares on any matter submitted to shareholders for a vote or action by written
consent, in the discretion of such proxy, to the same extent I would have the power to vote or
act by written consent and (2) grant the Company a right for 90 days from the closing of the
rights offering to repurchase such Additional Shares at the lesser of the $8.50 per share
subscription price and the closing price of the Company’s Common Stock on the NASDAQ Global
Market on the trading day immediately prior to the date on which notice is sent to the holder
of the Company’s intent to exercise such right, which notice must be sent prior to the
expiration of such 90 day period. I agree to cooperate with the Company and provide to the
Company any and all information requested by the Company in connection with the exercise of
the rights granted in the previous sentence.




	 	 	 
	Signature(s):
	 	 
	 

	 	 




IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of
this Subscription Rights Certificate in every particular, without alteration or enlargement,
or any other change whatsoever.




FORM 4-SIGNATURE GUARANTEE



This form must be completed if you have completed Form 2.




	 	 	 
	Signature Guaranteed:
	 	 
	 

	 	 
	 

	 	(Name of Bank or Firm)






	 	 	 
	By:
	 	 
	 

	 	 
	 

	 	(Signature of Officer)





IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution
(bank, stock broker, savings & loan association or credit union) with membership in an
approved signature guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15.








FOR INSTRUCTIONS ON THE USE OF BIOMIMETIC THERAPEUTICS, INC. SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT THE ALTMAN GROUP, THE INFORMATION AGENT, AT (866) 796-7176.