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Exhibit 4.1




CERTIFICATE OF DESIGNATIONS, PREFERENCES




AND RIGHTS OF




SERIES D CONVERTIBLE PREFERRED STOCK




OF




REGEN BIOLOGICS, INC.



 




     ReGen Biologics, Inc., a Delaware corporation (hereinafter called the “Company”), hereby
certifies that, pursuant to the authority expressly vested in the Board of Directors of the Company
by the Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and in
accordance with the provisions of Sections 103 and 151 of the General Corporation Law of the State
of Delaware, the Board of Directors has duly adopted the following resolutions:



     RESOLVED, that, pursuant to Article FOURTH of the Certificate of Incorporation (which
authorizes 60,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), the
Board of Directors hereby fixes the number of shares, powers, designations, preferences and
relative, participating, optional and other special rights, and the qualifications, limitations and
restrictions, of a series of Preferred Stock to be designated as Series D Convertible Preferred
Stock (“Series D Preferred Stock”);



     RESOLVED, that each share of such Series D Preferred Stock established hereby shall rank
equally in all respects and shall be subject to the following provisions:



     1. Number and Designation. 170,000 shares of the Preferred Stock of the Company shall be
designated as Series D Preferred Stock.



     2. Rank. The Series D Preferred Stock shall, with respect to rights on liquidation,
dissolution and winding up, (i) rank senior to all classes of the Company’s common stock, $0.01 par
value per share (“Common Stock”) and to each other class of capital stock of the Company or series
of Preferred Stock established hereafter by the Board of Directors of the Company, the terms of
which do not expressly provide that it ranks on a parity with or senior to the Series D Preferred
Stock as to rights on liquidation, winding-up and dissolution of the Company (the securities in
this clause (i) collectively referred to as “Junior Securities”); (ii) rank on a parity with each
other class of capital stock of the Company or series of Preferred Stock of the Company established
hereafter by the Board of Directors of the Company, the terms of which expressly provide that such
class or series will rank on a parity with the Series D Preferred Stock as to rights on
liquidation, winding-up and dissolution (the securities in this clause (ii) collectively referred
to as “Parity Securities”); and (iii) rank junior to the Company’s Series A



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Preferred Stock, Series C Preferred Stock and each other class of capital stock of the Company
or series of Preferred Stock of the Company established hereafter by the Board of Directors of the
Company, the terms of which expressly provide that such class or series will rank senior to the
Series D Preferred Stock as to rights on liquidation, winding-up and dissolution (the securities in
this clause (iii) collectively referred to as “Senior Securities”); provided,
however, that, except with respect to the Series A Preferred Stock and the Series C
Preferred Stock, the Company may not establish a class or series of Senior Securities or Parity
Securities unless the Company shall have first obtained the consent of the holders of a majority of
the outstanding shares of Series D Preferred Stock (“Majority Consent”) and, if necessary, the
consent of the holders of a majority of any other series of Preferred Stock outstanding. The
respective definitions of Junior Securities, Parity Securities and Senior Securities shall also
include any rights, options, or warrants to subscribe for, purchase, or otherwise acquire Junior
Securities, Parity Securities and Senior Securities, and any indebtedness, shares or other
securities convertible into or exchangeable for Junior Securities, Parity Securities and Senior
Securities as the case may be.



     3. Liquidation Preference. In accordance with, and upon the occurrence of an event described
in, Section 4 below, the holder of each share of Series D Preferred Stock shall be entitled to
receive an amount per share equal to $42.00 (which amount shall be subject to adjustment
whenever there shall occur a stock split, combination, reclassification or other similar event
involving the Series D Preferred Stock) (the “Liquidation Value”), plus any declared but unpaid
dividends accrued through such date.



     4. Liquidation Rights. (a) In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, before any payment or distribution of the assets of the
Company (whether capital or surplus) shall be made to or set apart for the holders of Junior
Securities and after and subject to the payment in full of all amounts required to be distributed
to the holders of the Senior Securities in the event of any liquidation, dissolution, dissolution
or winding up of the Company, the holder of each share of Series D Preferred Stock and any Parity
Securities shall be entitled to receive an amount per share equal to the Liquidation Value of such
share on the date of distribution, and such holders shall not be entitled to any further payment;
provided, however, that upon any liquidation, dissolution or winding up of the
Company, the assets of the Company, or proceeds thereof, distributable after payment in full of the
Senior Securities shall be insufficient to pay in full the preferential amount aforesaid to the
Series D Preferred Stock and the liquidating payments on any Parity Securities, then the assets of
the Company, or the proceeds thereof, shall be distributed among the holders of shares of Series D
Preferred Stock and any such Parity Securities ratably in accordance with the respective amounts
that would be payable on such shares of Series D Preferred Stock and any such Parity Securities if
all amounts payable thereon were paid in full.



          (b) Subject to the rights of the holders of any Parity Securities, after payment shall have
been made in full to the holders of the Series D Preferred Stock, as provided in this paragraph 4,
any other series or class or classes of Junior Securities shall, subject to the respective terms
and provisions (if any) applying thereto, be entitled to




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receive any and all assets remaining to be paid and distributed to holders of capital stock of
the Company.




          (c) Notwithstanding anything to the contrary, in the event of a sale by the Company of all or
substantially all of its assets, or a merger or consolidation of the Company as a result of which
the stockholders of the Company own less than 50% of the surviving entity, each holder of shares of
the Series D Preferred Stock shall be entitled to treat such event as a liquidation of the Company
and to demand that the Company pay such holder the Liquidation Value of all, but not less than all,
of such holder’s shares of Series D Preferred Stock upon the surrender of such Series D Preferred
Stock to the Company.




     5. Voting Rights. The holders of record of shares of Series D Preferred Stock shall be
entitled to the following voting rights:



          (a) those voting rights required by applicable law (including the right to vote as a separate
class when required by law); and




          (b) the right to vote together with the holders of the Common Stock on an “as converted basis”
upon any matter submitted to such holders for a vote.




          (c) (i) Each issued and outstanding share of the Series D Preferred Stock shall be entitled to
one vote if entitled to vote as a separate class and the holders of a majority in interest of the
Series D Preferred Stock entitled to vote shall bind the entire class of Series D Preferred Stock.
The Company shall give the holders of the Series D Preferred Stock at least 10 days’ prior notice
of any matter to be submitted to such holders for a vote as a separate class.




          (ii) If the holders of the Series D Preferred Stock are voting together with the holders of
the Common Stock, each holder of the Series D Preferred Stock shall be entitled to such number of
votes equal to the whole number of shares of Common Stock which would be issuable upon conversion
of such holders’ shares of Series D Preferred Stock immediately after the close of business on the
record date established by the Company for a stockholders’ meeting or if no such date is
established, the date immediately preceding the date of the stockholders’ written consent in lieu
of a meeting. The Company shall give the holders of the Series D Preferred Stock the same notice
it gives to the holders of Common Stock on issues on which the Series D Preferred Stock and Common
Stock vote together and if the action is to be taken by written consent, at least one business day
prior to the date of this written consent.




     6. No Preemptive Rights. The holders of Series D Preferred Stock shall have no preemptive
rights.



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     7. Conversion.



          (a) Mandatory Conversion. Each outstanding share of Series D Preferred Stock shall,
subject to adjustment in accordance with paragraph 7(f) below, be converted into One Hundred (100)
shares of Common Stock automatically, and without further action by any party, immediately (i) at
such time as the Company’s certificate of incorporation is amended (the “Certificate Amendment”) to
increase the number of authorized shares of Common Stock of the Company sufficient to permit the
issuance of that number of shares of Common Stock into which all issued and outstanding shares of
Series D Preferred Stock are convertible, after taking into account all other shares of Common
Stock outstanding or required to be issued upon the conversion of any preferred stock of the
Company or exercise of any options or warrants authorized by the Company, or (ii) upon the
effectiveness of a reverse stock split of the currently issued and outstanding shares of Common
Stock of the Corporation in accordance with a Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of the Corporation, as amended, in the form to be prepared, presented
to and approved by the Stockholders of the Corporation in accordance with the Delaware General
Corporation Law (the “Reverse Split”) such that, upon the effectiveness of the Reverse Split there
are sufficient shares of Common Stock outstanding to permit the issuance of that number of shares
of Common Stock into which all issued and outstanding shares of Series D Preferred Stock are
convertible, after taking into account all other shares of Common Stock outstanding or required to
be issued upon the conversion of any preferred stock of the Company or exercise of any options or
warrants authorized by the Company (each of (i) and (ii) a “Conversion Event”).




          (b) (i) Unless the shares issuable on conversion pursuant to this paragraph 7 are to be issued
in the same name as the name in which such shares of Series D Preferred Stock are registered, each
share surrendered for conversion shall be accompanied by instruments of transfer, in form
reasonably satisfactory to the Company, duly executed by the holder or the holder’s duly authorized
attorney, and an amount sufficient to pay any transfer or similar tax subject to subsection (d)
below for such transfer.





          (ii) As promptly as practicable after the surrender by the holder of the certificates
for shares of Series D Preferred Stock as aforesaid, the Company shall issue and shall
deliver to such holder, or on the holder’s written order to the holder’s transferee, a
certificate or certificates for the whole number of shares of Common Stock issuable upon
the conversion of such shares in accordance with the provisions of this paragraph 7.




          (iii) All shares of Common Stock delivered upon conversion of the Series D Preferred
Stock will upon delivery be duly and validly issued and fully paid and non-assessable, free
of all liens and charges and not subject to any preemptive rights.



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          (c) (i) The Company covenants that, subject to the provisions of this paragraph 7 and the
occurrence of a Conversion Event, it will at all times reserve and keep available, free from
preemptive rights, such number of its authorized but unissued shares of Common Stock as shall be
required for the purpose of effecting conversion of the Series D Preferred Stock.




               (ii) Prior to the delivery of any securities that the Company shall be obligated to deliver
upon conversion of the Series D Preferred Stock, the Company shall comply with all applicable
federal and state laws and regulations that require action to be taken by the Company.



          (d) The Company shall pay any and all documentary stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of shares of Common Stock on conversion of the Series D
Preferred Stock pursuant hereto.




          (e) In connection with the conversion of any shares of Series D Preferred Stock, no fractional
shares of Common Stock shall be issued, but in lieu thereof the Company shall round up any
fractional shares to the nearest whole number of shares of Common Stock if the fraction is 0.5 or
above and round down if the fraction is below 0.5.




          (f) (i) In case the Company shall at any time after the date of issue of the Series D
Preferred Stock declare a dividend or make a distribution on Common Stock payable in Common Stock,
subdivide or split the outstanding Common Stock, combine or reclassify the outstanding Common Stock
into a smaller number of shares or consolidate with, or merge with or into, any other entity, or
engage in any reorganization, reclassification or recapitalization that is effected in such a
manner that the holders of Common Stock are entitled to receive stock, securities, cash or other
assets with respect to or in exchange for Common Stock, then the kind and amount of stock,
securities, cash or other assets issuable upon conversion of the Series D Preferred Stock in effect
at the time of the record date for such dividend or distribution or of the effective date of such
subdivision, split, combination, consolidation, merger, reorganization, reclassification or
recapitalization shall be adjusted so that the conversion of the Series D Preferred Stock after
such time shall entitle the holder to receive the aggregate number of shares of Common Stock or
securities, cash and other assets that, if the Series D Preferred Stock had been converted
immediately prior to such time, such holder would have owned upon such conversion and been entitled
to receive by virtue of such dividend, distribution, subdivision, split, combination,
consolidation, merger, reorganization, reclassification or recapitalization. Such adjustment shall
be made successively whenever any event listed above shall occur.





     (ii) All calculations under this paragraph 7(f) shall be made to the nearest
four decimal points.




     (iii) In the event that, at any time as a result of the provisions of this
paragraph 7(f), the holder of the Series D Preferred Stock upon subsequent
conversion shall become entitled to receive any securities other than Common Stock,
the number and kind of such other securities so



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receivable upon conversion of the Series D Preferred Stock shall thereafter be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained herein.



          (g)The holders of Series D Preferred Stock shall be notified of all adjustments pursuant to
this paragraph 7 promptly following the making thereof and such notice shall be accompanied by a
schedule of computations of the adjustments.




     8. Amendments and Other Actions. So long as shares of Series D Preferred Stock are
outstanding, the Company shall not, without first obtaining the Majority Consent (by vote or
written consent) of Series D Preferred Stock, alter or change the rights, preferences or privileges
of the Series D Preferred Stock or any other capital stock of the Company so as to adversely affect
the Series D Preferred Stock. Notwithstanding the foregoing, and unless otherwise required by
applicable law, the Company when authorized by resolutions of its Board of Directors may amend or
supplement its Certificate of Incorporation without the consent of any holder of Series D Preferred
Stock or any holder of Common Stock to cure any ambiguity, defect or inconsistency in this
Certificate of Designations that establishes the Series D Preferred Stock.



     IN WITNESS WHEREOF, ReGen Biologics, Inc. has caused this Certificate of Designations to be
signed by the undersigned this 1st day of March, 2007.



	 	 	 	 	 
	 	 	REGEN BIOLOGICS, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brion D. Umidi
	 

	 	Name:
	 	Brion D. Umidi
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer







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