Unassociated Document


    

    Exhibit
10.1

    
      


      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.

      


      8.00%
Secured Convertible Note

      


      No.
S-

      
        	
                $

              	 	
                November
      19, 2009

              


      

      


      REGEN BIOLOGICS, INC., a
Delaware corporation (the “Company”), for value
received, hereby promises to pay to ______ or its registered assigns the
principal sum of $______, including 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 Due Date.  Following
the Due Date, interest hereon shall accrue at a rate of 12.00% per annum until
paid in full.

      


      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 and in accordance with
the terms provided in the Subscription Agreement.

      


      3.           This
Note is one of an issue of 8.00% Secured Convertible Notes of the Company issued
in an aggregate principal amount of up to $3,000,000, pursuant to the Amended
and Restated Subscription and Security Agreement, dated as of November 19,
2009 (as the same may be amended, restated or otherwise modified from time
to time, the “Subscription
Agreement”), dated as of October 2, 2009, 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 equity securities 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.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6.           The
Subscription Agreement contains provisions permitting the Issuer and the Holders
of not less than a majority in aggregate principal amount of the Notes at the
time outstanding, to execute amendments adding any provisions to or changing in
any manner or eliminating any of the provisions of the Subscription Agreement or
modifying in any manner the rights of the Holders of the Notes, subject to any
exceptions set forth in the Subscription Agreement.

      


      7.           The
Notes are issuable in fully registered form, without coupons, at the office or
agency of the Issuer, and in the manner and subject to the limitations provided
in the Subscription Agreement.  Notes may be exchanged for a like
aggregate principal amount of Notes of any other authorized
denominations.

      


      8.           This
Note is transferable only as specified in the Subscription Agreement, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
holder of this Note or its attorney duly authorized in writing.

      


      9.           THIS
NOTE AND THE SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO ANY CONFLICTS OF LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE
LAW OF ANY OTHER JURISDICTION.

      


      
        	 
      	
                REGEN
      BIOLOGICS, INC.

              
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	 
      	 
	 
      	
                Name:

              	
                Gerald E. Bisbee, Jr.,
      Ph.D.

              
	 
      	
                Title:

              	
                President
      and Chief
      Executive Officer

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CONVERSION
NOTICE

      


      
        	
                TO:

              	
                REGEN
      BIOLOGICS, INC.

              


      

      


      The
undersigned registered owner of this Note hereby irrevocably exercises the
option to convert this Note, or the portion thereof below designated, into
shares of equity securities in accordance with the terms of the Subscription
Agreement referred to in this Note, and directs that the shares of equity
securities, together with any check in payment for cash, if any, payable upon
exchange or for fractional shares and any Notes representing any unconverted
principal amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below.  Capitalized terms
used herein but not defined shall have the meanings ascribed to such terms in
the Subscription Agreement.  If shares or any portion of this Note not
converted are to be issued in the name of a person other than the undersigned,
the undersigned will provide the appropriate information below and pay all
transfer taxes payable with respect thereto.

      


      
        	
                Dated:

              	 	
              	
                Note No: S-

              	
                 

              	 


      

      


      
        	 
      	
                Registered
      Holder:

              
	 
      	 
      	 
      
	 
      	
                 

              	 
      
	 
      	 
      	 
      
	 
      	
                 

              	 
      
	 
      	
                Signature(s)

              	 
      
	 
      	 
      	 
      
	 
      	
                Signature(s)
      must be guaranteed by an “eligible guarantor
      institution” meeting the requirements of the Security Registrar,
      which requirements include membership or participation in the Security
      Transfer Agent Medallion Program (“STAMP”) or such other
      “signature guarantee
      program” as may be determined by the Security Registrar in addition
      to, or in substitution for, STAMP, all in accordance with the Securities
      Exchange Act of 1934, as amended.

              
	 
      	 
      	 
      
	 
      	
                 

              	 
      
	 
      	
                Signature
      Guarantee

              	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Fill in
the registration of shares of equity securities, if to be issued, and Notes, if
to be delivered, and the person to whom cash and payment for fractional shares
is to be made, if to be made, other than to and in the name of the registered
holder:

       

      Please
print name and address

       

      
        
          	 	 
	(Name)	 


        

         

      

      
        	 	 
	(Street
      Address)	 


      

       

      
        	 	 
	(City, State and Zip
      Code)	 


      

       

      Principal
amount to be converted 

      (if less
than all):

       

      
        	$	 	 


      

       

      
        	Social Security or
      Other Taxpayer 	 
	Identification
      Number:	 
	 	 
	 	 


      

       

      NOTICE:
The signature on this Conversion Notice must correspond with the name as written
upon the face of the Note in every particular without alteration or enlargement
or any change whatever.