ex10_2.htm


    
      

    

    Exhibit 10.2

     

    [FORM
OF NOTE]

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE WITH
RESPECT THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE AND ALSO MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
IN COMPLIANCE WITH ANY APPLICABLE RULES OF THE SECURITIES AND EXCHANGE
COMMISSION.

    


    


    REGEN
BIOLOGICS, INC.

    


    8.00%
Unsecured Convertible Note

    


    No.
R-__

    
      	
              $_______

            	
              July
      24, 2008

            


    

    


    REGEN BIOLOGICS, INC., a
Delaware corporation (the “Company”), for value
received, hereby promises to pay to __________________ or its registered assigns
the principal sum of $________ on July 24, 2009, and to pay interest (computed
on the basis of a 360-day year of twelve 30-day months) on the unpaid principal
balance hereof from the date of the Closing at the rate of interest (the “Interest Rate”)
specified below.

    


    1.           Interest
hereon shall accrue at a rate of 8.00% per annum commencing on the date of the
Closing and shall be payable, in arrears, on the Maturity Date.

    


    2.           Payments
of principal, interest and all other amounts due in respect hereof shall be made
in immediately available U.S. Dollars at the address shown in the Register
maintained by the Company for such purpose, in the manner provided in the
Subscription Agreement.

    


    3.           This
Note is one of an issue of 8.00% Unsecured Convertible Notes of the Company
issued in an aggregate principal amount not less than $2,000,000 but not more
than $3,000,000, pursuant to the Subscription Agreement (as may be amended,
amended and restated, restated or otherwise modified from time to time, the
“Subscription
Agreement”), dated as of July 24, 2008, among the Company and the
original signatories thereto.  The holder of this Note is entitled to
the benefits of the Subscription Agreement.  This Note is subject to
the terms of the Subscription Agreement, and such terms are incorporated herein
by reference.  Capitalized terms used herein and not defined herein
have the meanings specified in the Subscription Agreement.

    


    4.           This
Note shall be convertible into shares of Series F Stock or, if the Series F
Stock has been converted into Common Stock, Common Stock of the Company on the
terms and conditions set forth in the Subscription Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


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

    


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

    


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

    


    
      	 
      	
              REGEN
      BIOLOGICS, INC.

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	
              Name:  Brion
      D. Umidi

            	 
      
	 
      	
              Title:  Senior
      Vice President and

            	 
      
	 
      	
              Chief
      Financial Officer

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONVERSION
NOTICE

    


    
      	
              TO:

            	
              REGEN
      BIOLOGICS, INC.

            


    

    


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

    


    
      	
              Dated: 
      

            	 
      	 
      	
              Note
      No: R-___

            


    

    


    
      	 
      	
              Registered
      Holder:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              Signature(s)

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

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              Signature
      Guarantee

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    
      	
              Please
      print name and address

            	 
	 
      	 
	 
      	 
	
              (Name)

            	 
	 
      	 
	 
      	 
	
              (Street
      Address)

            	 
	 
      	 
	 
      	 
	
              (City,
      State and Zip Code)

            	 
	 
      	 
	
              Principal
      amount to be converted

            	 
	
              (if
      less than all):

            	 
	 
      	 
	
              $ 

            	 
	 
      	 
	
              Social
      Security or Other Taxpayer

            	 
	
              Identification
      Number:

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