BioMimetic Therapeutics Inc. 401(k) Profit Sharing
Plan & Trust 


 


PPA AMENDMENT


 


WHEREAS, BioMimetic Therapeutics,
Inc. (the "Company") maintains the BioMimetic Therapeutics Inc. 401(k) Profit Sharing Plan & Trust (the "Plan")
for the benefit of certain of its employees; and


 


WHEREAS, Pursuant to Section 13.01
of the Plan, the Company desires to amend the Plan;


 


NOW, THEREFORE, the Plan is hereby
amended as set forth below effective as provided therein.


 


This Amendment to the Plan is adopted to
reflect the provisions of the Pension Protection Act of 2006 (the "PPA"), the Worker, Retiree and Employer Recovery Act
(the "WRERA") and certain other provisions of applicable law and the applicable regulations that are generally effective
after December 31, 2006 ("Applicable Law"). This Amendment is intended as good faith compliance with the requirements
of the PPA and Applicable Law and is to be construed in accordance with same. This Amendment and the provisions of Applicable Law
shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment,
PPA and Applicable Law.


 


A. OPTIONAL PROVISIONS:


 


QACA Provisions


 


		1a.	If this is a 401(k) or 403(b) plan, does the Plan provide for a safe-harbor qualified automatic contribution arrangement (QACA)
exempt from most testing under Code section 401(k)(13) and/or 401(m)(12) (Paragraph B.2)?



		i.	£ Yes
                                                                     - QACA safe harbor match.



		ii.	£ Yes
                                                                      - QACA 3% nonelective contribution.



		iii.	S No.



NOTE: See A.5 below if the Plan is also
an eligible automatic contribution arrangement (EACA).


NOTE: If A.1a.i is selected (the Plan
has a QACA safe harbor match), complete A.1b - A.9 (but not A.4).


NOTE: If A.1a.ii is selected (the plan
has a QACA 3% nonelective safe harbor), complete A.1b – 5 and A.8-9.


		1b.	If A.1a.i or A.1a.ii is selected, indicate the safe harbors the Plan is intended to satisfy:









		i.	£ ADP
                                                                     (Code section 401(k)(13)) and ACP (Code section 401(m)(12))



		ii.	£ ADP
                                                                      (Code section 401(k)(13)) only





NOTE: If A.1b.ii (ADP only) is selected,
the Plan will not be subject to any of the conditions and/or limitations that apply to the ACP safe harbor of Code section 401(m)(12).


NOTE: If A.1b.i (ADP and ACP) is selected
and A.1a.ii (QACA nonelective), review the notes under A.6-7.


NOTE: If A.1a.i or A.1a.ii is
selected and the Plan is a Full Scope 403(b) plan, the Plan is intended to meet the ACP safe harbor only.


		2.	If A.1a.i or A.1a.ii is selected, enter effective date of QACA safe
harbor provisions: __________. (The effective date must be no earlier than the first day of the first Plan Year beginning on or
after January 1, 2008 and otherwise comply with applicable IRS guidance.) 



NOTE: A QACA safe harbor Plan Year must be
twelve months long or at least three months long if it is the first Plan Year of a newly established plan. If a cash or deferred
arrangement is added to an existing plan, the cash or deferred arrangement (and safe harbor features) must be effective no later
than three months prior to the end of the Plan Year.


		3a.	If A.1a.i or A.1a.ii is selected (QACA), enter the amount of the election for the initial period as a percentage
of Compensation (between 3 - 10%): __________%.



NOTE: The initial period shall commence on
the Participant's date of initial participation and end on the last day of the first Plan Year that begins after the date of initial
participation.


		3b.	If A.1a.i or A.1a.ii is selected (QACA), enter the amount of the election for the first Plan Year after the initial
period as a percentage of Compensation (between 4 - 10%): __________%.






 












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		3c.	If A.1a.i or A.1a.ii is selected (QACA), enter the amount of the election for the second Plan Year after the
initial period as a percentage of Compensation (between 5 - 10%): __________%.



		3d.	If A.1.i or A.1.ii is selected (QACA), enter the amount of the election for the third and subsequent Plan Years
after the initial period as a percentage of Compensation (between 6 - 10%): __________%.



		3e.	If A.1a.i or A.1a.ii is selected (QACA), indicate whether the arrangement will apply to Participants who have
an election in place with respect to Elective Deferrals prior to the effective date of the QACA:



£ Yes
£ No


NOTE: Compensation must be a safe harbor definition
of compensation as defined in Treas. Reg. section 1.401(k)-3(b)(2).


		4a.	If A.1a.ii (3% nonelective) is selected, safe harbor nonelective contributions will be made on behalf of:



		i.	£ All
                                                                     Participants



		ii.	£ Participants
                                                                      who are Nonhighly Compensated Employees



		iii.	£ Participants
                                                                       who are Non-Key Employees



		iv.	£ Participants
                                                                      who have met the greatest minimum age and service conditions
                                                                      permitted under Code section 410(a)(1)(A) before the first
                                                                      day of the seventh month of the Plan Year.



		4b.	If A.1.ii is selected (3% nonelective) and A.4a.i (all Participants) is selected, require service for Highly
Compensated Employees to receive safe harbor nonelective contribution:



£ Yes
£ No


		4c.	If A.1.ii is selected (3% nonelective), A.4a.i (all Participants) is selected and A.4b is "Yes",
Hours of Service required in the applicable Plan Year for Highly Compensated Employees to receive safe harbor nonelective contribution:
__________ (Not more than 1,000. If left blank, the Plan will use 1,000 Hours of Service.)



		4d.	If A.1.ii is selected (3% nonelective), A.4a.i
(all Participants) is selected, require employment on the last day of Plan Year for Highly Compensated Employees to receive
safe harbor nonelective contribution:



£ Yes
£ No 


 


EACA Provisions


 


		5a.	If A.1a.i or A.1a.ii is selected (the Plan provides for automatic enrollment) or if the Plan otherwise
                                                                  provides for traditional automatic enrollment, does the Plan intend to be an eligible automatic contribution arrangement
                                                                  (EACA) (Paragraph B.3.)?
£
                                                                  Yes S No
NOTE: All employees eligible for Elective
                                                                  Deferrals must also be eligible for automatic contributions in order to qualify for the extended period for refunds of
                                                                  ADP/ACP testing failures. This means the automatic enrollment feature must apply to all participants (even those with an
                                                                  election in place to the extent that their Elective Deferral elections equal or are less than the automatic enrollment
                                                                  amount). If the Plan is a QACA (A.1a.iii is not selected), A.3e must be "Yes" and if the Plan is a
                                                                  nonelective QACA (A.1a.ii is selected), A.4a.i must be selected, and A.4b and A.4d must be
                                                                  "No" (all participants eligible for an elective deferral must receive the automatic contribution) in order to
                                                                  qualify for the extended period for refunds of ADP/ACP testing failures. 
 NOTE: If the Plan has a traditional
                                                                  automatic enrollment contribution arrangement, the Plan must provide that the default contribution is a uniform percentage of
                                                                  compensation; although the percentage may vary based on years of service.



		5b.	If A.5.a is "Yes", enter effective date of EACA refunds __________. (The effective date must be no earlier
than the first day of the first Plan Year beginning on or after January 1, 2008 and otherwise comply with applicable IRS guidance.)



 


Matching - Service


 


		6.	NOTE: If the Plan is intended to be a safe harbor 401(k) plan by use of
a safe harbor matching formula (A.1a.i is selected) or the Plan is intended to satisfy the ACP safe harbor of Code section
401(m)(12) (A.1a.ii is selected, A.1b.i is selected and Matching contributions are allowed under the Plan) no requirements
may be specified in the Plan to receive an allocation of Matching Contributions. 



 














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Matching - Formula


 


		7.	The following Notes apply if the Plan is intended to be a safe harbor 401(k) plan
by use of a safe harbor matching formula (A.1a.i is selected) or the Plan is intended to satisfy the ACP safe harbor of
Code section 401(m)(12) (A.1a.ii is selected, A.1b.i is selected and Matching contributions are allowed under the
Plan): 

NOTE: If A.1a.i (QACA safe harbor match) is selected then the Plan must provide a formula that makes matching
contributions in an amount equal to the sum of 100 percent of the elective contributions of the employee to the extent that such
contributions do not exceed 1 percent of compensation plus 50 percent of so much of such contributions as exceed 1 percent but
do not exceed 6 percent of compensation. In addition, the Plan Sponsor may also elect a Matching Contribution formula where: (i)
the aggregate amount of Matching Contributions at each rate of Matched Employee Contributions is at least equal to the aggregate
amount of Matching Contributions which would have been made if the Matching Contributions were made under the formula described
in the preceding sentence, and (ii) the rate of Matching Contributions cannot increase as a Participant's Matched Employee Contributions
increase. 

NOTE: If A.1a.i (QACA safe harbor match) is selected or if the Plan is intended to satisfy the ACP safe
harbor of Code section 401(m)(12), no Highly Compensated Employee can receive a greater rate of Matching Contributions than a Nonhighly
Compensated Employee at the same rate of Matched Employee Contributions. 

NOTE: If the Plan is intended to satisfy the ACP
safe harbor of Code section 401(m)(12) (A.1b.i is selected): (i) the rate of Matching Contributions cannot increase as a
Participant's Matched Employee Contributions increase, (ii) Matching Contributions cannot be made on Matched Employee Contributions
in excess of six percent (6%) of Compensation, and (iii) the amount of Matching Contributions subject to the Company's discretion
shall not exceed four percent (4%) of Compensation. 



 


QACA VESTING


 


		8.	QACA
(Non Elective and Match) Vesting Schedule. If this is a 401(k) or 403(b) plan and if A.1a.iii is not selected, specify
the vesting schedule for contributions made pursuant to A.1a.i or A.1a.ii:

£100% £ 2
Year Cliff £ Other




		9a.	Other QACA Schedule - less than 1 year: __________.



		9b.	Other QACA Schedule - 1 year but less than 2 years: __________.



		9c.	Other QACA Schedule - 2 or more years: 100%



 


Vesting


 


		12a.	PPA Vesting Schedule. If the Plan provides for Profit Sharing
Contributions, the vesting schedule for Profit Sharing Contributions made with respect to Plan Years beginning on or after January
1, 2007 shall be:

£ 100% £ 2-6
Year Graded £ 1-5 Year Graded £ 1-4
Year Graded £ 3 Year Cliff £ 2
Year Cliff S Other



		12b.	If the Plan provides for Profit Sharing Contributions, retain prior Profit Sharing Vesting schedule for pre 2007 contributions:



£ Yes S No


NOTE: If A.12b is "Yes", the
PPA Vesting Schedule shall apply to Employer nonelective contributions for Plan Years beginning after December 31, 2006. If A.12b
is "No", the PPA Vesting Schedule shall apply to Participants who complete at least one Hour of Service in a Plan Year
beginning after December 31, 2006.


		13a.	Other Profit Sharing Schedule - less than 1 year: 0



		13b.	Other Profit Sharing Schedule - 1 year but less than 2
                                                                   years: 25



		13c.	Other Profit Sharing Schedule - 2 years but less than 3
                                                                   years: 50



		13d.	Other Profit Sharing Schedule - 3 years but less than 4
                                                                   years: 100



		13e.	Other Profit Sharing Schedule - 4 years but less than 5
                                                                   years: 100



		13f.	Other Profit Sharing Schedule - 5 years but less than 6
                                                                   years: 100



		13g.	Other Profit Sharing Schedule - 6 or more years: 100%.



NOTE: If A.12a is "Other",
then any vesting schedule described in A.13 must provide vesting at least as rapidly as the "3 Year Cliff" vesting
schedule or the "2-6 Year Graded" vesting schedule.





 











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Normal Retirement Age [Money Purchase or Target
Plan Only]


 


		14a.	Normal Retirement Age. It is necessary to amend the Plan to revise the definition of Normal Retirement Age:



£ Yes £ No


		14b.	If A.14a is "Yes", Normal Retirement Age means:



		i.	£ Attainment
                                                                     of age __________.



		ii.	£ Later
                                                                      of attainment of Age __________ and the __________ anniversary
                                                                      of participation in the Plan.



		14c.	If A.14a is "Yes", describe the Plan provisions that will prevent the Plan from violating the Code and ERISA:
__________.



NOTE: Item A.14c must contain language
to prevent the reduction of benefits that would cause the Plan to fail to satisfy Code section 411(d)(6), Code section 411(a)(9)
(requiring that the normal retirement benefit not be less than the greater of any early retirement benefit payable under the Plan
or the benefit under the Plan commencing at Normal Retirement Age), Code section 411(a)(10) (if the amendment changes the Plan's
vesting rules), or Code section 4980F/ERISA section 204(h) (relating to amendments that reduce the rate of future benefit accrual).
See Treas. Reg. 1.411(d)-4, Q&A-12.


NOTE: If the Plan permits inservice distributions
after the attainment of Normal Retirement Age, the increase in the age component of Normal Retirement Age shall not be deemed a
violation of Code section 411(d)(6) provided that the amendment is adopted after May 22, 2007 and before the end of the Plan's
remedial amendment period.


		14d.	If A.14a is "Yes", enter the effective date of change in the Normal Retirement Age: __________. (If the Normal
Retirement Age was 55 or greater, and less than 62, must be after May 22, 2007 and no later than the first day of the first Plan
year beginning after June 30, 2008).



 


Inservice


 


		15a.	If the Plan is a money purchase or target benefit plan, the Plan permits a distribution to be made to a Participant who has
attained age 62 and who has not separated from employment:



		i.	£ Yes
                                                                     - under any distribution option offered to a Terminated Participant.



		ii.	£ Yes
                                                                      - limited to the following terms and conditions: __________.



		iii.	£ No.



		15b.	If A.15a is "Yes", the effective date shall be the first day of the first Plan Year beginning on or after:
__________.



NOTE: May not be earlier than January 1, 2007.


		16a.	If the Plan provides for in service withdrawals on account of Hardship and uses the safe harbor criteria for Hardship determinations,
expand the Hardship criteria to include the Beneficiary of the Participant:



£ Yes £ No


NOTE: If A.16a is "Yes", Hardship
distributions may be made for a primary Beneficiary for expenses described in Treas. Reg. sections 1.401(k)-1(d)(3)(iii)(B)(1),
(3), or (5) (relating to medical, tuition, and funeral expenses, respectively). A "primary Beneficiary" is an individual
who is named as a Beneficiary under the Plan and has an unconditional right to all or a portion of the Participant's Account Balance
upon the death of the Participant.


		16b.	If the Plan provides for Hardship withdrawals, uses the safe harbor criteria for Hardship determinations and A.16a is
"Yes", enter the effective date: __________.



NOTE: May not be earlier than August 17, 2006.


		17a.	If this is a 401(k) or 403(b) plan, permit Qualified Reservist Distributions:



S Yes £ No


NOTE: If A.17a is "Yes", a
Participant may receive a distribution from amounts attributable to Elective Deferrals and catch-up contributions provided that:
(i) such Participant was a member of a reserve component ordered or called to active duty for a period in excess of 179 days or
for an indefinite period, (ii) such distribution is made during the period beginning on the date of such order or call and ending
at the close of the active duty period, (iii) the Participant was ordered or called to active duty after September 11, 2001, and
(iv) the distribution otherwise complies with Code section 72(t)(2)(G)(iii).


		17b.	If A.17a is "Yes", enter the effective
                                                                   date: January 1, 2009. 

                                                                   NOTE: May not be earlier than September 11, 2001.



  











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Death or Disability During Qualified Military
Service [HEART Act]


 


		18a.	For benefit accrual purposes, a Participant that dies or
becomes Disabled while performing qualified military service will be treated as if he had been employed by the Company on the
day preceding death or Disability and terminated employment on the day of death or Disability pursuant to Code section 414(u)(9)
(Paragraph B.10):



£ Yes S No

		18b.	If A.18a is "Yes", enter the effective date: __________ (must be on or after January 1, 2007). 

NOTE:
If the Plan is a Limited Scope 403(b) Plan sponsored by a Non Profit Organization and the Plan is not a Church Plan and not a Governmental
Plan, then the above benefit accruals are permitted only to the extent provided in the Individual Agreements.



 


B. STANDARD PROVISIONS:


 


		1.	Section
                                                                                                                     1004 PPA—Qualified
                                                                                                                     Optional
                                                                                                                     Survivor
                                                                                                                     Annuity.
                                                                                                                     This Paragraph
                                                                                                                     is effective
                                                                                                                     for annuity
                                                                                                                     starting
                                                                                                                     dates in
                                                                                                                     Plan Years
                                                                                                                     beginning
                                                                                                                     after December
                                                                                                                     31, 2007.
                                                                                                                     To the extent
                                                                                                                     that the
                                                                                                                     Plan must
                                                                                                                     offer a Qualified
                                                                                                                     Joint and
                                                                                                                     Survivor
                                                                                                                     Annuity (QJSA),
                                                                                                                     the Plan
                                                                                                                     shall also
                                                                                                                     offer a Qualified
                                                                                                                     Optional
                                                                                                                     Survivor
                                                                                                                     Annuity (QOSA)
                                                                                                                     as another
                                                                                                                     optional
                                                                                                                     form of benefit.
                                                                                                                     The QOSA
                                                                                                                     shall be
                                                                                                                     an annuity
                                                                                                                     for the life
                                                                                                                     of the Participant
                                                                                                                     with a survivor
                                                                                                                     annuity that
                                                                                                                     is equal
                                                                                                                     to the applicable
                                                                                                                     percentage
                                                                                                                     of the amount
                                                                                                                     of the annuity
                                                                                                                     that is payable
                                                                                                                     during the
                                                                                                                     joint lives
                                                                                                                     of the Participant
                                                                                                                     and the spouse,
                                                                                                                     and that
                                                                                                                     is the actuarial
                                                                                                                     equivalent
                                                                                                                     of a single
                                                                                                                     life annuity
                                                                                                                     for the life
                                                                                                                     of the Participant.
                                                                                                                     The survivor
                                                                                                                     percentage
                                                                                                                     of the QOSA
                                                                                                                     shall be
                                                                                                                     determined
                                                                                                                     in accordance
                                                                                                                     with the
                                                                                                                     following:
                                                                                                                     



 


		A.	If the Plan provides for a specific QJSA survivor annuity
percentage and such percentage is less than 75%, then the Plan's QOSA shall be 75%.



 


		B.	If the Plan provides for a specific QJSA survivor annuity
percentage and such percentage is greater than or equal to 75%, then the Plan's QOSA shall be 50%.



 


		C.	If the Plan does not provide for a specific QJSA survivor
annuity percentage, then the QJSA survivor annuity percentage shall be 50% and the QOSA survivor annuity percentage shall be 75%.



 


		2.	Section
                                                                                                                     902(a)-(c)
                                                                                                                     PPA—Qualified
                                                                                                                     Automatic
                                                                                                                     Contribution
                                                                                                                     Arrangement
                                                                                                                     (QACA).
                                                                                                                     This Paragraph
                                                                                                                     is effective
                                                                                                                     to the extent
                                                                                                                     provided
                                                                                                                     in the Optional
                                                                                                                     Provisions.
                                                                                                                     



 


		A.	Automatic Enrollment. Upon the initial satisfaction
                                                                     of the Plan's eligibility requirements with respect to Elective
                                                                     Deferrals (and at the effective date of the addition of an
                                                                     automatic enrollment feature for current Participants) an
                                                                     Eligible Employee who has not made an Elective Deferral election
                                                                     (or to the extent provided in the Optional Provisions above
                                                                     under a qualified automatic contribution arrangement, all
                                                                     Eligible Employees) shall be deemed to have made an Elective
                                                                     Deferral election in the amount specified in the Optional
                                                                     Provisions; provided the following provisions are satisfied:



 


		1.	In a reasonable period of time before the deemed election takes place, the Eligible
Employee shall receive a notice that explains the automatic Elective Deferral election, his or her compensation reduction percentage
and the individual's right to elect to have no such Elective Deferrals made to the Plan or to alter the amount of those contributions,
including the procedure for exercising that right and the timing for implementation of any such election. The Eligible Employee
may file an election to receive cash in lieu of Elective Deferrals up to the time such deemed election is made. 


 

		2.	The default election must be effective no later than the earlier of (i) the pay
date for the second payroll period that begins after the date the notice is provided, or (ii) the first pay date that occurs at
least 30 days after the notice is provided. Notwithstanding any delay in when the first default contribution is made, nonelective
contributions that are based on a full year's contributions and the rate of matching contributions that varies based on Compensation
must be based on Compensation earned since the participant was first eligible under the plan. 



  











    	5



    	 



    

 


		3.	The Plan Administrator may, on a uniform and non-discriminatory basis, provide
that applicable percentages shall be based on the number of years (or portions of years) since the beginning of the initial period
for an Eligible Employee pursuant to Treas. Reg. 1.401(k)-3(j)(2)(iii)(A). 



 


		4.	If the Plan provides for Roth Elective Deferrals, all
Elective Deferrals made under this section shall be designated as Pre-tax Elective Deferrals unless the Plan provides that Elective
Deferrals under this section shall be designated as Roth Elective Deferrals. 



 


		5.	The rate of Elective Deferral contributions in effect for an employee immediately
prior to the effective date of the default percentage under the qualified automatic contribution arrangement shall not be reduced.




 


		B.	Rehires. The Plan Administrator may, on a uniform
                                                                     and non-discriminatory basis, provide that a new initial
                                                                     period shall begin for an Employee who is terminated for
                                                                     a full Plan Year and is rehired in a subsequent Plan Year.



 


		C.	Subsequent Elections.
                                                                     The Plan Administrator may, on a uniform and non-discriminatory
                                                                     basis, provide that an affirmative election expires at the
                                                                     end of each Plan Year and that the Employee must make a new
                                                                     affirmative election if he or she wants the prior rate of
                                                                     elective contribution to continue.



 


		D.	Nonelective Contribution. If the Optional Provisions
                                                                     specify that the Plan will satisfy the QACA 401(k) safe harbor
                                                                     provisions by making a nonelective contribution to the Plan,
                                                                     the Company shall make Qualified Nonelective Contributions
                                                                     to the Plan in an amount not less than three percent (3%)
                                                                     of Participants' Compensation on behalf of each Employee
                                                                     who is eligible to make Elective Deferrals during the Plan
                                                                     Year, and meets any additional requirements provided in the
                                                                     Optional Provisions. The Participant's interest in his Qualified
                                                                     Nonelective Contribution Account attributable to nonelective
                                                                     contributions made pursuant to this Paragraph shall vest
                                                                     based on his Years of Vesting Service in accordance with
                                                                     the terms of the Optional provisions.



 


		E.	The Plan Administrator may apply the requirements of Treas. Reg. section 1.401(m)-2 by excluding Matching Contributions with
respect to all Eligible Employees that do not exceed 3-1/2 percent of Compensation.



 


		F.	Any required contributions shall be subject to the distribution restrictions applicable to Qualified Nonelective Contributions.



 


		G.	Top Heavy. The top-heavy requirements of Code
                                                                     section 416 and this Section shall not apply in any year
                                                                     beginning after December 31, 2001 in which the Plan consists
                                                                     solely of a cash or deferred arrangement which meets the
                                                                     requirements of Code sections 401(k)(12) or 401(k)(13) and
                                                                     matching contributions with respect to which the requirements
                                                                     of Code sections 401(m)(11) or 401(m)(12) are met.



 


		3.	Section
                                                                                                                     902(d)-(e)
                                                                                                                     PPA—
                                                                                                                     Eligible
                                                                                                                     Automatic
                                                                                                                     Contribution
                                                                                                                     Arrangement
                                                                                                                     (EACA).
                                                                                                                     To the extent
                                                                                                                     provided
                                                                                                                     in the Optional
                                                                                                                     Provisions,
                                                                                                                     an Employee
                                                                                                                     for whom
                                                                                                                     elective
                                                                                                                     contributions
                                                                                                                     have been
                                                                                                                     automatically
                                                                                                                     made may
                                                                                                                     elect to
                                                                                                                     withdraw
                                                                                                                     all of the
                                                                                                                     contributions
                                                                                                                     made on his
                                                                                                                     or her behalf
                                                                                                                     including
                                                                                                                     earnings
                                                                                                                     thereon to
                                                                                                                     the date
                                                                                                                     of the withdrawal.
                                                                                                                     This withdrawal
                                                                                                                     right is
                                                                                                                     available
                                                                                                                     only if the
                                                                                                                     withdrawal
                                                                                                                     election
                                                                                                                     is made within
                                                                                                                     90 days after
                                                                                                                     the date
                                                                                                                     of the first
                                                                                                                     contribution.
                                                                                                                     Any Matching
                                                                                                                     Contribution
                                                                                                                     made with
                                                                                                                     respect to
                                                                                                                     the amount
                                                                                                                     withdrawn
                                                                                                                     (adjusted
                                                                                                                     for allocable
                                                                                                                     gains and
                                                                                                                     losses) shall
                                                                                                                     be forfeited.
                                                                                                                     A withdrawal
                                                                                                                     request will
                                                                                                                     be treated
                                                                                                                     as an affirmative
                                                                                                                     election
                                                                                                                     to stop having
                                                                                                                     Elective
                                                                                                                     Deferrals
                                                                                                                     made unless
                                                                                                                     the Employee
                                                                                                                     affirmatively
                                                                                                                     elects otherwise.
                                                                                                                     






 











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		A.	Election Period. The Plan Administrator may, on
                                                                     a uniform and non-discriminatory basis, require an election
                                                                     period shorter than 90 days, provided that such election
                                                                     period be at least 30 days.



 


		B.	Treatment of Refunds. Elective contributions refunded
                                                                     pursuant to this Paragraph and any related Matching Contributions
                                                                     forfeited, shall not be taken into account in determining
                                                                     an Employee's deferral or contribution percentages under
                                                                     the ADP and ACP tests, and shall be disregarded in determining
                                                                     limitations under Code section 402(g). Any amounts refunded
                                                                     under this Paragraph are not an eligible rollover contribution.
                                                                     No spousal consent is required for a refund under this Section.



 


		C.	The provisions of this Paragraph are separately applied to each portion of the Plan after the application of the mandatory
disaggregation rules or Code section 410(b).



 


		D.	Rehires. The Plan Administrator may, on a uniform
                                                                     and non-discriminatory basis, for an Employee who is terminated
                                                                     for a full Plan Year and is rehired in a subsequent Plan
                                                                     Year provide that such Employee be treated as a new hire.



 


		E.	Fees. The amount distributed may be reduced by
                                                                     fees pursuant to Treas. Reg. section 1.414(w)-1(c)(3)(ii).



 


		F.	Refund Deadline. Effective for Plan Years beginning
                                                                     on or after January 1, 2010, the extended testing deadline
                                                                     of Code section 4979 shall apply only if all Employees eligible
                                                                     to make elective contributions are covered under the EACA
                                                                     for the entire Plan Year (or the portion of the Plan Year
                                                                     the Employees are Eligible Employees).



 


		G.	Covered Employees. All Employees who make an affirmative
                                                                     election shall remain covered Employees within the meaning
                                                                     of Treas. Reg. section 1.414(w)-1(e)(3).



 


		H.	The provisions of this Paragraph are subject to any requirements under Code section 414(w), Code section 4979, the final Treasury
Regulations issued February 24, 2009 and any corresponding guidance or regulations issued thereunder.



 


		4.	Section
                                                                                                                     902(e)(3)
                                                                                                                     PPA—Refunds
                                                                                                                     Due to Failed
                                                                                                                     ADP/ACP Tests.
                                                                                                                     



 


		A.	Excess Contributions. Effective for Plan Years
                                                                     beginning after December 31, 2007 (excess contributions distributed
                                                                     after December 31, 2008), the Plan shall not allocate gains
                                                                     and losses on distributions of excess contributions (as defined
                                                                     in Code section 401(k)(8)(B)) for the period after the end
                                                                     of the Plan Year in which such excess contributions arose.



 


		B.	Excess Aggregate Contributions. Effective for
                                                                     Plan Years beginning after December 31, 2007 (excess aggregate
                                                                     contributions distributed after December 31, 2008), the Plan
                                                                     shall not allocate gains and losses on distributions of excess
                                                                     aggregate contributions (as defined in Code section 401(m)(6)(B))
                                                                     for the period after the end of the Plan Year in which such
                                                                     excess aggregate contributions arose.



 


		5.	Announcement
                                                                                                                     2007-59—Mid-Year
                                                                                                                     Changes to
                                                                                                                     Safe Harbor
                                                                                                                     Plans.
                                                                                                                     Mid-year
                                                                                                                     changes to
                                                                                                                     implement
                                                                                                                     a qualified
                                                                                                                     Roth contribution
                                                                                                                     program under
                                                                                                                     Code section
                                                                                                                     402A, or
                                                                                                                     a hardship
                                                                                                                     withdrawal
                                                                                                                     under Part
                                                                                                                     III of IRS
                                                                                                                     Notice 2007-7
                                                                                                                     (relating
                                                                                                                     to medical,
                                                                                                                     tuition,
                                                                                                                     and funeral
                                                                                                                     expenses
                                                                                                                     for a primary
                                                                                                                     Beneficiary
                                                                                                                     under the
                                                                                                                     Plan) shall
                                                                                                                     not cause
                                                                                                                     a plan to
                                                                                                                     fail to satisfy
                                                                                                                     the safe
                                                                                                                     harbor provisions
                                                                                                                     of Code sections
                                                                                                                     401(k)(12)
                                                                                                                     and/or 401(m)(11).
                                                                                                                     



 


		6.	Section
                                                                                                                     824 PPA—Rollover
                                                                                                                     to Roth IRA.
                                                                                                                     Effective
                                                                                                                     for distributions
                                                                                                                     made after
                                                                                                                     December
                                                                                                                     31, 2007,
                                                                                                                     a Participant
                                                                                                                     may roll
                                                                                                                     over a distribution
                                                                                                                     from the
                                                                                                                     Plan to a
                                                                                                                     Roth IRA
                                                                                                                     provided
                                                                                                                     that the
                                                                                                                     amount rolled
                                                                                                                     over is an
                                                                                                                     eligible
                                                                                                                     rollover
                                                                                                                     distribution
                                                                                                                     (as defined
                                                                                                                     in Code section
                                                                                                                     402(c)(4))
                                                                                                                     and, pursuant
                                                                                                                     to Code section
                                                                                                                     408A(d)(3)(A),
                                                                                                                     there is
                                                                                                                     included
                                                                                                                     in gross
                                                                                                                     income any
                                                                                                                     amount that
                                                                                                                     would be
                                                                                                                     includible
                                                                                                                     if the distribution
                                                                                                                     were not
                                                                                                                     rolled over.
                                                                                                                     






 











    	7



    	 



    

 


		7.	Partial
                                                                                                                     Plan Termination.
                                                                                                                     In determining
                                                                                                                     whether a
                                                                                                                     partial plan
                                                                                                                     termination
                                                                                                                     has occurred,
                                                                                                                     the Plan
                                                                                                                     Administrator
                                                                                                                     shall employ
                                                                                                                     the analysis
                                                                                                                     set forth
                                                                                                                     in IRS Revenue
                                                                                                                     Ruling 2007-43.
                                                                                                                     



 


		8.	HEART
                                                                                                                     Act —
                                                                                                                     Death Benefits
                                                                                                                     Under USERRA.
                                                                                                                     Effective
                                                                                                                     January 1,
                                                                                                                     2007, if
                                                                                                                     a Participant
                                                                                                                     dies while
                                                                                                                     performing
                                                                                                                     qualified
                                                                                                                     military
                                                                                                                     service (as
                                                                                                                     defined in
                                                                                                                     Code section
                                                                                                                     414(u)),
                                                                                                                     the survivors
                                                                                                                     of the Participant
                                                                                                                     are entitled
                                                                                                                     to any additional
                                                                                                                     benefits
                                                                                                                     (other than
                                                                                                                     benefit accruals
                                                                                                                     relating
                                                                                                                     to the period
                                                                                                                     of qualified
                                                                                                                     military
                                                                                                                     service specified
                                                                                                                     in Paragraph
                                                                                                                     B.10 below)
                                                                                                                     provided
                                                                                                                     under the
                                                                                                                     Plan as if
                                                                                                                     the Participant
                                                                                                                     had resumed
                                                                                                                     and then
                                                                                                                     terminated
                                                                                                                     employment
                                                                                                                     on account
                                                                                                                     of death
                                                                                                                     pursuant
                                                                                                                     to Code section
                                                                                                                     401(a)(37).
                                                                                                                     



 


		9.	HEART
                                                                                                                     Act —
                                                                                                                     Differential
                                                                                                                     Military
                                                                                                                     Pay.
                                                                                                                     Effective
                                                                                                                     for Plan
                                                                                                                     Years beginning
                                                                                                                     after December
                                                                                                                     31, 2008,
                                                                                                                     pursuant
                                                                                                                     to Code section
                                                                                                                     414(u)(12),
                                                                                                                     a Participant
                                                                                                                     receiving
                                                                                                                     differential
                                                                                                                     wage payments
                                                                                                                     (as defined
                                                                                                                     in Code section
                                                                                                                     3401(h)(2))
                                                                                                                     shall be
                                                                                                                     treated as
                                                                                                                     an Employee
                                                                                                                     of the Employer
                                                                                                                     making the
                                                                                                                     payment and
                                                                                                                     the differential
                                                                                                                     wage payments
                                                                                                                     shall be
                                                                                                                     treated as
                                                                                                                     Compensation
                                                                                                                     under the
                                                                                                                     Plan. 



 


		A.	For purposes of Code sections 401(k)(2)(B)(i)(I), 403(b)(7)(A)(ii), 403(b)(11)(A), or 457(d)(1)(A)(ii), a Participant shall
be treated as having terminated from employment during any period the Participant is performing services described in Code section
3401(h)(2)(A).



 


		B.	If a Participant elects to receive a distribution by reason of Paragraph B.9.A, the Participant may not make an Elective Deferral
during the 6-month period beginning on the date of distribution.



 


		10.	HEART Act — Death or Disability During Qualified
                                                                  Military Service. To the extent provided in the Optional
                                                                  Provisions and pursuant to Code section 414(u)(9), a Participant
                                                                  that dies or becomes disabled while performing qualified military
                                                                  service (as defined in Code section 414(u)) will be treated
                                                                  as if he had been employed by the Company on the day preceding
                                                                  death or Disability and terminated employment on the day of
                                                                  death or Disability and receive benefit accruals related to
                                                                  the period of qualified military service as provided under Code
                                                                  section 414(u)(8), except as provided in B.10.A and B.10.B below:



 


		A.	All Participants eligible for benefits under the Plan by reason of this Section shall be provided benefits on reasonably equivalent
terms.



 


		B.	For the purposes of applying Code section 414(u)(8)(C), a Participant's Elective Deferrals shall be determined based on the
Participant's average actual contributions for:



 


		1.	the 12-month period of service with the Employer immediately prior to qualified military service, or



 


		2.	if service with the Employer is less than such 12-month period, the actual length of continuous service with the Employer.



 


		11.	After-Tax Rollovers. Effective for taxable years
                                                                  beginning on or after January 1, 2007, if the Plan permits Rollover
                                                                  Contributions to the Plan from all qualified plans and tax favored
                                                                  vehicles, the eligible plans shall include after-tax contributions
                                                                  as permitted by Section 822 of PPA. The Plan shall separately
                                                                  account for amounts so transferred, including separately accounting
                                                                  for the portion of such contribution which is includible in
                                                                  gross income and the portion of such contribution which is not
                                                                  so includible.



 


		12.	Qualified Default Investment Alternatives (QDIA).
                                                                  Use this Paragraph to add any language to comply with the regulations
                                                                  under DOL regulation section 2550.404c-5 relating to fiduciary
                                                                  relief for investments in qualified investment alternatives.



 


		13.	Notice Periods. Effective for Plan Years beginning
                                                                  after December 31, 2006, any required notification period under
                                                                  Code sections 402(f) (rollovers), 411(a)(11) (consent to distribution)
                                                                  or 417 (joint and survivor annuities) shall be extended from
                                                                  90 days to 180 days.






 











    	8



    	 



    

 


		14.	Non-spouse Rollovers. Effective January 1, 2007,
                                                                  a non-spouse Beneficiary who is a designated Beneficiary within
                                                                  the meaning of Code section 401(a)(9)(E) may, after the death
                                                                  of the Participant, make a direct rollover of a distribution
                                                                  to an IRA established on behalf of the designated Beneficiary;
                                                                  provided that the distributed amount satisfies all the requirements
                                                                  to be an eligible rollover distribution other than the requirement
                                                                  that the distribution be made to the Participant or the Participant’s
                                                                  spouse. Such direct rollovers shall be subject to the terms
                                                                  and conditions of IRS Notice 2007-7 and superseding guidance,
                                                                  including but not limited to the provision in Q&A-17 regarding
                                                                  required minimum distributions. Effective January 1, 2010, the
                                                                  distributions described in this Paragraph shall be subject to
                                                                  Code sections 401(a)(31), 402(f) and 3405(c).



 


		15.	Top Heavy. Effective for Plan Years beginning after
                                                                  December 31, 2001, in determining whether the Plan is top heavy,
                                                                  the term "severance from employment" shall be substituted
                                                                  for "separation from service."



 


		16.	Section 822 PPA — Direct Rollover of After-Tax
                                                                  Contributions. Effective for taxable years beginning on
                                                                  or after January 1, 2007, a portion of a distribution shall
                                                                  not fail to be an eligible rollover distribution merely because
                                                                  such portion consists of amounts which are not includible in
                                                                  gross income. However, such portion may be transferred as a
                                                                  direct rollover only to a qualified trust or to an annuity contract
                                                                  described in Code section 403(b) that agrees to separately account
                                                                  for amounts so transferred, including separately accounting
                                                                  for the portion of such distribution which is includible in
                                                                  gross income and the portion of such distribution which is not
                                                                  so includible.



 


		17.	Notice of Right to Defer. Effective for Plan Years
                                                                  beginning on or after January 1, 2007, any description of a
                                                                  Participant's right to defer a distribution under Code section
                                                                  411(a)(11) must also include a description of the consequences
                                                                  of failing to defer receipt of the distribution. The Plan will
                                                                  not be treated as failing to meet these notice requirements
                                                                  if the Plan Administrator makes a reasonable attempt to comply
                                                                  with the new requirements during the period that is within 90
                                                                  days of the issuance of regulations.



 


		18.	Refunds of Excess Deferrals.



 


		A.	Effective for taxable years beginning after December 31, 2006 (excesses distributed after December 31, 2007), any refunds of
Elective Deferrals that exceed the dollar limitation contained in Code section 402(g) shall be adjusted for income or loss up to
the date of distribution. The income/loss allocable to excess deferrals is equal to the sum of the allocable gain or loss for the
Plan Year and, to the extent that such excess deferrals would otherwise be credited with gain or loss for the gap period (i.e.,
the period after the close of the Plan Year and prior to the distribution) if the total Account were to be distributed, the allocable
gain or loss during that period. The Plan Administrator may use any reasonable method for computing the income allocable to excess
deferrals, provided that the method does not violate Code section 401(a)(4), is used consistently for all Participants and for
all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participant's Accounts.
The Plan will not fail to use a reasonable method for computing the income allocable to excess contributions merely because the
income allocable to excess contributions is determined on a date that is no more than 7 days before the actual distribution. In
addition, the Plan Administrator may allocate income in any manner permitted under applicable Treasury Regulations.



 


		B.	Effective for taxable years beginning after December 31, 2007, gap period income described in Paragraph A shall not be distributed.



 


		19.	Mandatory Rollovers - Roth. Effective for taxable
                                                                  years beginning after December 31, 2005, eligible rollover distributions
                                                                  from a Participant's Roth Elective Deferral Account are separately
                                                                  taken into account in determining whether the total amount of
                                                                  the Participant's Account balances under the Plan exceeds $1,000
                                                                  for purposes of mandatory distributions from the Plan. Notwithstanding
                                                                  the foregoing, this Paragraph shall not be effective until the
                                                                  date this amendment is adopted to the extent that it is inconsistent
                                                                  with the terms of a predecessor plan provision.






 











    	9



    	 



    

 


		20.	Protected Benefits. This Paragraph is effective for
                                                                  Plan amendments adopted after August 9, 2006 (periods beginning
                                                                  on or after June 7, 2004 relating to suspension of benefit payments).



 


		A.	Except as provided in Paragraph 20.B, a Plan amendment may not decrease a Participant's accrued benefits, or otherwise place
greater restrictions or conditions on a Participant's rights to Code section 411(d)(6) protected benefits, even if the amendment
merely adds a restriction or condition that is permitted under the vesting rules in Code section 411(a)(3) through (11).



 


		B.	An amendment described in Paragraph 20.A does not violate Code section 411(d)(6) to the extent: (i) it applies with respect
to benefits that accrue after the applicable amendment date; or (ii) the Plan amendment changes the Plan's vesting computation
period and it satisfies the applicable requirements under 29 CFR 2530.203-2(c).



 


		21.	QDRO. Effective April 6, 2007, pursuant to DOL regulation
                                                                  2530.206, a domestic relations order will not fail to be a Qualified
                                                                  Domestic Relations Order solely because the domestic relations
                                                                  order: (i) revises or is issued after another domestic relations
                                                                  order or Qualified Domestic Relations Order, or (ii) the domestic
                                                                  relations order is issued after the Participant's death, divorce
                                                                  or annuity starting date.



 


		22.	Right to Divest Publicly Traded Employer Securities.
                                                                  This Paragraph shall apply to the extent that the Plan holds
                                                                  publicly traded employer securities. This Paragraph shall not
                                                                  apply if: (i) the Plan is an employee stock ownership plan with
                                                                  no contributions subject to Code sections 401(k) and 401(m),
                                                                  or (ii) the Plan is a one participant plan.



 


		A.	Right to Divest. An applicable individual may
                                                                     elect to direct the Plan to divest any publicly traded employer
                                                                     securities held in the applicable portion of his or her Account
                                                                     and to reinvest an equivalent amount in other investment
                                                                     options offered under the Plan. This diversification right
                                                                     only applies to publicly traded employer securities that
                                                                     are held in the Account for which the individual meets the
                                                                     definition of applicable individual. The investment options
                                                                     offered shall include not less than three investment options,
                                                                     other than Employer securities, to which the applicable individual
                                                                     may direct the proceeds of the divestment of Employer securities,
                                                                     and each investment option must be diversified and have materially
                                                                     different risk and return characteristics. The opportunity
                                                                     to divest and reinvest shall be offered no less frequently
                                                                     than quarterly. The Plan shall not impose any restrictions
                                                                     or conditions with respect to the investment of Employer
                                                                     securities in violation of Code section 401(a)(35)(D)(ii)(II).



 


		B.	Notice. The Plan Administrator shall provide a
                                                                     notice to applicable individuals not later than 30 days before
                                                                     the first date on which the individuals are eligible to exercise
                                                                     their rights. The notice shall describe the diversification
                                                                     rights provided under Code section 401(a)(35) and describe
                                                                     the importance of diversifying the investment of retirement
                                                                     Account assets. Plans with Plan Years beginning on or after
                                                                     January 1, 2007, but before February 1, 2007, are not required
                                                                     to furnish the notice earlier than January 1, 2007.



 


		C.	Transition Rules. The transition rules described
                                                                     in IRS Notice 2006-107 (extended by IRS Notice 2008-7) and
                                                                     Code section 401(a)(35)(H) shall apply.



 


		D.	Definitions.



 


		1.	The term publicly traded employer securities means Employer securities which are
readily tradable on an established securities market. Employer securities shall be treated as publicly traded employer securities
if any Employer corporation, or any member of the controlled group of corporations that includes an Employer corporation, has issued
a class of stock that is a publicly traded employer security. However, the Plan is not treated as holding Employer securities with
respect to any securities held by either an investment company registered under the Investment Company Act of 1940 or a similar
pooled investment vehicle that is regulated and subject to periodic examination by a State or Federal agency. 






 











    	10



    	 



    

 


		2.	The term applicable individual means: 



 


(a)       With
respect to Elective Deferrals and Employee contributions, including rollovers (and earnings thereon): (1)
any Participant, (2) any Alternate Payee who has an Account under the Plan, and (3) any Beneficiary of a deceased Participant.


 


(b)       With
respect to other Employer contributions (and earnings thereon): (I) a
Participant who has completed at least three years of service, (2) an Alternate Payee who has an Account under the Plan with respect
to a Participant who has completed at least three years of service, or (3) a Beneficiary of a deceased Participant.


 


		23.	Loans. This Paragraph shall apply to the extent that the
Plan allows for loans. The provisions of Code Section 72(p) and Treas. Reg. 1.72(p)-1
shall apply to the Plan and are hereby incorporated by reference.



 


		24.	Required Minimum Distributions. The minimum distribution
                                                           rules under Code section 401(a)(9) shall not apply for the calendar
                                                           year 2009. For purposes of this Paragraph: (i)
                                                           the required beginning date with respect to any individual shall
                                                           be determined without regard to this Paragraph for purposes of applying
                                                           the minimum distribution rules under Code section 401(a)(9) for calendar
                                                           years after 2009, and (ii), if applicable, the 5-year period described
                                                           in Code section 401(a)(9)(B)(ii) shall be determined without regard
                                                           to calendar year 2009. If all or any portion of a distribution during
                                                           2009 is treated as an eligible rollover distribution but would not
                                                           be so treated if the minimum distribution requirements under Code section
                                                           401(a)(9) had applied during 2009, such distribution shall not be
                                                           treated as an eligible rollover distribution for purposes of Code sections
                                                           401(a )(31), 3405(c) or 402(1).



 


		25.	Rev. Rul. 2008-40-Transfer to Nongualified Plan. Subject
                                                           to the conditions and limitations of Revenue Ruling 2008-40, a transfer
                                                           of assets from the Plan's trust to a nonqualified foreign trust shall
                                                           be treated as a distribution.



 


		26.	Rev. Rul. 2008-45-Exclusive Benefit Rule. Sponsorship of
                                                           the Plan may not be transferred to an unrelated taxpayer if such transfer
                                                           would violate Revenue Ruling 2008-45.



 


IN WITNESS WHEREOF,
the Company has caused this Amendment to be executed this 23 day of December, 2009. 


 


	 	BIOMIMETIC THERAPEUTICS, INC.:
	 	 
	 	Signature:	/s/ Larry Bullock
	 	 	 
	 	Print Name: 	Larry Bullock
	 	 	 
	 	Title/Position:	CFO





 











    	11



    	 



    

 


BIOMIMETIC THERAPEUTICS INC. 401(K) PROFIT SHARING
PLAN & TRUST 


 


SUMMARY OF MATERIAL MODIFICATIONS


 


The purpose of this Summary of Material
Modifications is to inform you of a change that has been made to the BioMimetic Therapeutics Inc. 401(k) Profit Sharing Plan &
Trust. This change has affected the information previously provided to you in the Plan's Summary Plan Description. The Summary
Plan Description is modified as described below.


 


Rollover to Roth IRA


 


For distributions made after December 31,
2007, you may make a direct rollover of a distribution directly into your Roth IRA. You may make the rollover only if the distribution
would otherwise qualify as an eligible rollover distribution. Please note that you will still be taxed on the rollover to the Roth
IRA. You should seek professional tax advice before requesting a direct rollover to your Roth IRA.


 


Automatic Contributions


 


If after receiving a notice from the Plan
Administrator, you do not make an Elective Deferral election you will be deemed to have made an Elective Deferral election in the
amount of 4% four percent of your Compensation.


 


Vesting - Profit Sharing Contribution
Account


 


Your interest in your Profit Sharing Contribution
Account will vest based on your Years of Vesting Service in accordance with the following schedule:


 


	Years of Vesting Service	 	Vesting	 
	 	 	Percentage	 
	 	 	 	 
	Less than One Year	 	 	0	%
	One Year but less than Two Years	 	 	25	%
	Two Years but less than Three Years	 	 	50	%
	Three Years but less than Four Years	 	 	100	%
	Four Years but less than Five Years	 	 	100	%
	Five Years but less than Six Years	 	 	100	%
	Six or More Years	 	 	100	%



 


Reservist Distributions


 


Effective January 1, 2009, if you were a
military reservist called to active duty for a period in excess of 179 days or for an indefinite period, you may receive a distribution
from the plan while still employed from amounts attributable to elective deferrals and catch-up contributions. You must make the
distribution during the period beginning on the date of your call-up and ending at the close of the active duty period. In addition,
you must have been called to active duty after September 11, 2001.


 


Special Diversification


 


Effective for plan years beginning on or
after January 1, 2007, you may elect to divest any publicly traded employer securities held in certain accounts and to reinvest
an equivalent amount in other investment options offered under the Plan. This diversification right only applies to publicly traded
employer securities that are held in the following accounts:





 














    	1



    	 



    
 


Elective Deferrals and Rollover Contributions.


 


Other employer contributions but only if you have
completed at least three years of service. If you are under age 55, partial divestment is available under a three-year phase in
rule.


 


The opportunity to divest and reinvest will be offered no less
frequently than quarterly. In addition, an alternate payee and a beneficiary of a deceased Participant have the right to divest
under the same terms and conditions as a regular Participant.





 

















    	2