ex10_2.htm


    
      

    

    
      Exhibit
10.2

      


      


      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.

      


      


      _________
Warrants

      


      


      REGEN
BIOLOGICS, INC.

      WARRANT
CERTIFICATE

       

      Warrant
to Purchase

       

       

      Common
Stock

       

      Date of
Issue:  January 16, 2009

      


      


      This
warrant certificate (“Warrant
Certificate”) certifies that for value received
___________________________ or registered assigns (the “Holder”) is the owner of the
warrants specified above (the “Warrants”), which entitles the
Holder thereof to purchase, at any time on or before the Expiration Date
(hereinafter defined) up to _____________ fully paid and nonassessable shares of
Common Stock, $0.01 par value (“Common Stock”), of ReGen
Biologics, Inc., a Delaware corporation (the “Company”), at the Exercise
Price (as defined herein).


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      1.          
  Warrant;
Exercise Price

       

      This
Warrant Certificate shall entitle the Holder to purchase up to (i) __________
shares of Common Stock of the Company, and the per share purchase price payable
upon exercise of the Warrants shall initially be $1.20 per share of Common
Stock, subject to adjustment as hereinafter provided (as may be adjusted from
time to time, the “Exercise
Price”).  The Exercise Price and number of shares of Common
Stock issuable upon exercise of this Warrant are subject to adjustment as
provided in Sections 6 hereof.

       

      2.        
    Exercise; Expiration
Date

       

      2.1           The
Warrants are exercisable, at the option of the Holder, at any time or times
after issuance and on or before the Expiration Date (as hereinafter defined),
upon surrender of this Warrant Certificate to the Company together with a duly
completed Notice of Exercise, in the form attached hereto as Exhibit A, and
payment of an amount equal to the product of the Exercise Price times the number
of shares of Common Stock to be acquired.  Payment of the Exercise
Price for the Warrant Shares (as hereinafter defined) shall be in lawful money
of the United States of America, paid by wired transfer or cashier’s check drawn
on a United States bank or pursuant to the terms of Section 8.  In the
case of exercise of the Warrants for less than all the Warrant Shares (as
hereinafter defined) represented by this Warrant Certificate, the Company shall
cancel the Warrant Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate for the balance of such Warrant Shares (as
hereinafter defined).

       

      2.2           The
term “Expiration Date”
shall mean 5:00 p.m. New York time on January 16, 2014 or if such date shall in
the State of New York be a holiday or a day on which banks are authorized to
close, then 5:00 p.m. New York time the next following date which in the State
of New York is not a holiday or a day on which banks are authorized to
close.

       

      3.         
   Registration and Transfer on
Company Books

       

      3.1           The
Company shall maintain books for the registration and transfer of the Warrants
and the registration and transfer of the shares of Common Stock issued upon
exercise of the Warrants.

       

      3.2           Prior
to due presentment for registration of transfer of this Warrant Certificate, or
the shares of Common Stock issued upon exercise of the Warrants, the Company may
deem and treat the registered Holder as the absolute owner thereof.

       

      3.3           Neither
this Warrant Certificate nor the shares of Common Stock issuable upon exercise
hereof (the “Warrant
Shares”) have been registered under the Securities Act of 1933, as
amended (the “Act”).  The Company
will not transfer this Warrant Certificate or the Warrants or issue or transfer
the Warrant Shares unless (i) there is an effective registration covering such
Warrants or Warrant Shares, as the case may be, under the Act and applicable
states securities laws, (ii) it first receives a letter from an attorney,
acceptable to the Company's board of directors or its agents, stating that in
the opinion of the attorney the proposed issue or transfer is exempt from
registration under the Act and under all applicable state securities laws, or
(iii) the transfer is made pursuant to Rule 144 under the
Act.  Subject to the foregoing, this Warrant Certificate, the Warrants
represented hereby, and the Warrant Shares, may be sold, assigned or otherwise
transferred voluntarily by the Holder to officers or directors of the Holder, to
members of such persons' immediate families, or to the Holder's parent or
subsidiary corporations.  The Company shall register upon its books
any permitted transfer of a Warrant Certificate, upon surrender of same to the
Company with a written instrument of transfer duly executed by the registered
Holder or by a duly authorized attorney.  Upon any such registration
of transfer, new Warrant Certificate(s) shall be issued to the transferee(s) and
the surrendered Warrant Certificate shall be canceled by the
Company.  A Warrant Certificate may also be exchanged, at the option
of the Holder, for new Warrant Certificates representing in the aggregate the
number of Warrant Shares evidenced by the Warrant Certificate
surrendered.

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      4.         
   Reservation of
Shares

       

      The
Company covenants that it will at all times reserve and keep available out of
its authorized Common Stock, solely for the purpose of issue upon exercise of
the Warrants, such number of shares of Common Stock as shall then be issuable
upon the exercise of all the Warrants represented by this Warrant
Certificate.  The Company covenants that all Warrant Shares shall be
duly and validly issued and, upon payment for such shares as set forth herein,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof, and that upon issuance such shares shall be listed
on the national securities exchange, if any, on which the other shares of
outstanding Common Stock of the Company are then listed.

      


      5.        
    Loss or
Mutilation

       

      Upon
receipt by the Company of reasonable evidence of the ownership of and the loss,
theft, destruction or mutilation of any Warrant Certificate and, in the case of
loss, theft or destruction, of indemnity reasonably satisfactory to the Company,
or, in the case of mutilation, upon surrender and cancellation of the mutilated
Warrant Certificate, the Company shall execute and deliver in lieu thereof a new
Warrant Certificate representing the number of Warrant Shares evidenced by the
lost, stolen, destroyed or mutilated Warrant Certificate.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      6.         
   Adjustments of Exercise Price and
Shares

       

      6.1           In
the event of changes in the outstanding Common Stock of the Company by reason of
dividends, distributions, split-ups, recapitalizations, reclassifications,
combinations or exchanges of shares, separations, reorganizations, liquidations,
consolidation, acquisition of the Company (whether through merger or acquisition
of substantially all the assets or stock of the Company), or the like, the
number and class of shares available under the Warrants in the aggregate and the
Exercise Price shall be correspondingly adjusted to give the Holder of the
Warrants, on exercise for the same aggregate Exercise Price, the total number,
class, and kind of shares or other property as the Holder would have owned had
the Warrants been exercised prior to the event and had the Holder continued to
hold such shares until the event requiring adjustment.  The form of
this Warrant Certificate need not be changed because of any adjustment in the
number of Warrant Shares subject to this Warrant Certificate or the Exercise
Price provided herein.

       

      6.2           If
at any time or from time to time the holders of all of the shares of Common
Stock of the Company (or the holders of all of the shares of stock or other
securities at the time receivable upon the exercise of the Warrants) shall, as a
class, have received or become entitled to receive, without payment
therefor:

       

      
        	
                 
      

              	
                (i)

              	
                Common
      Stock or any shares of stock or other securities which are at any time
      directly or indirectly convertible into or exchangeable for Common Stock,
      or any rights or options to subscribe for, purchase or otherwise acquire
      any of the foregoing by way of dividend or other distribution (other than
      a dividend or distribution covered in Section 6.1
  above),

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      cash paid or payable; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Common
      Stock or additional stock or other securities or property (including cash)
      by way of spinoff, split-up, reclassification, combination of shares or
      similar corporate rearrangement (other than shares of Common Stock
      pursuant to Section 6.1 above),

              


      

       

      then, and
in each such case, the Holder hereof will, upon the exercise of the Warrants, be
entitled to receive, in addition to the number of shares of Common Stock
receivable thereupon, and without payment of any additional consideration
therefor, the amount of stock and other securities and property (including cash
in the cases referred to in clauses (ii) and (iii) above) which such Holder
would hold on the date of such exercise had he or she been the holder of record
of such Common Stock as of the date on which holders of Common Stock received or
became entitled to receive such shares or all other additional stock and other
securities and property.

       

      6.3           Whenever
the number of Warrant Shares purchasable upon the exercise of the Warrants or
the Exercise Price of such Warrant Shares is adjusted, as herein provided, the
Company shall mail to the Holder, at the address of the Holder shown on the
books of the Company, a notice of such adjustment or adjustments, prepared and
signed by the Chief Financial Officer, the Secretary or another authorized
officer of the Company, which sets forth the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Exercise Price of such
Warrant Shares after such adjustment, a brief statement of the facts requiring
such adjustment and the computation by which such adjustment was
made.

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      7.           Conversion

       

      7.1           In
lieu of exercise of any portion of the Warrants as provided in Section 2.1
hereof, the Warrants represented by this Warrant Certificate (or any portion
thereof) may, at the election of the Holder, be converted into the nearest whole
number of shares of Common Stock equal to:  (1) the product of (a) the
number of Warrants to be so converted, (b) the number of shares of Common Stock
then issuable upon the exercise of each Warrant and (c) the excess, if any, of
(i) the Common Stock Market Price Per Share (as determined pursuant to Section
8.2 hereof) with respect to the date of conversion minus (ii) the
Exercise Price in effect on the business day next preceding the date of
conversion, divided
by (2) the Common Stock Market Price Per Share with respect to the date
of conversion.

       

      7.2           The
conversion rights provided under this Section 7 may be exercised in whole or in
part and at any time and from time to time while any Warrants remain
outstanding.  In order to exercise the conversion privilege, the
Holder shall surrender to the Company, at its offices, this Warrant Certificate
accompanied by a duly completed Notice of Conversion in the form attached hereto
as Exhibit
B.  The Warrants (or so many thereof as shall have been
surrendered for conversion) shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of such Warrant
Certificate for conversion in accordance with the foregoing
provisions.  As promptly as practicable on or after the conversion
date, the Company shall issue and shall deliver to the Holder (i) a certificate
or certificates representing the number of shares of Common Stock to which the
Holder shall be entitled as a result of the conversion, and (ii) if the Warrant
Certificate is being converted in part only, a new certificate in principal
amount equal to the unconverted portion of the Warrant Certificate.

       

      8.           Fractional Shares and
Warrants; Determination of Market Price Per Share

       

      8.1           Anything
contained herein to the contrary notwithstanding, the Company shall not be
required to issue any fraction of a share of Common Stock in connection with the
exercise of the Warrants.  The Warrants may not be exercised in such
number as would result (except for the provisions of this paragraph) in the
issuance of a fraction of a share of Common Stock unless the Holder is
exercising all the Warrants represented by this Warrant Certificate then owned
by the Holder.  In such event, the Company shall, upon the exercise of
the Warrants, issue to the Holder the largest aggregate whole number of shares
of Common Stock called for thereby upon receipt of the Exercise Price for all
the Warrants represented by this Warrant Certificate and pay a sum in cash equal
to the remaining fraction of a share of Common Stock multiplied by the Common
Stock Market Price Per Share (as determined pursuant to Section 8.2 below) as of
the last business day preceding the date on which the Warrants are presented for
exercise.

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      8.2           As
used herein, the “Common Stock
Market Price Per Share” with respect to any date shall mean the average
closing price per share of Company's Common Stock for the ten (10) trading days
immediately preceding such date during which the Common Stock has
traded.  The closing price for each such day shall be the closing sale
price or, in case no such sale takes place on such day, the closing price on the
last trading day, in either case on the principal securities exchange on which
the shares of Common Stock of the Company are listed or admitted to trading, the
last sale price, or in case no sale takes place on any such day, the average of
the high and low sales prices of the Common Stock on the Over-the-Counter
Bulletin Board (“OTCBB”) or any comparable system, or if the Common Stock is not
reported on OTCBB, or a comparable system, the average of the closing bid and
asked prices as furnished by two members of the Financing Industry Regulatory
Authority selected from time to time by the Company for that
purpose.  If such bid and asked prices are not available, then “Common
Stock Market Price Per Share” shall be equal to the fair market value of the
Company's Common Stock as determined in good faith by the board of directors of
the Company.

       

      9.        
    Notices

       

      All
notices, requests, demands, claims, and other communications hereunder shall be
in writing and shall be delivered by certified or registered mail (first class
postage pre-paid), guaranteed overnight delivery, or facsimile transmission if
such transmission is confirmed by delivery by certified or registered mail
(first class postage pre-paid) or guaranteed overnight delivery, to the
following addresses and telecopy numbers (or to such other addresses or telecopy
numbers which such party shall subsequently designate in writing to the other
party):

      


       

      if to the
Company to:

      


      ReGen
Biologics, Inc.

      411
Hackensack Avenue

      Hackensack,
NJ  07601

      Attention:
Brion D. Umidi

      Telecopy:
201.651.5141

      


      with a
copy to:

      


      Pillsbury
Winthrop Shaw Pittman LLP

      1650
Tysons Boulevard

      McLean,
VA 22102

      Attention:
David C. Main, Esq.

      Telecopy:
703.770.7901

      


      if to the
Holder to the address set forth on the books of the Company.

       

      Each such
notice or other communication shall for all purposes of this Agreement be
treated as effective or having been given when delivered if delivered by hand,
by messenger or by courier, or if sent by facsimile, upon confirmation of
receipt.

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      10.           Governing
Law

       

      This Warrant Certificate shall be
governed by and construed in accordance with the laws of the State of New
York.

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed as of the date first above written.

       

       

      REGEN
BIOLOGICS, INC.

      


      


      
        
          
            
              
                	
                        By:

                      	 
      	 
      	 
	 
      	
                        Name:

                      	
                        Brion
      D. Umidi

                      	 
	 
      	
                        Title:

                      	
                        Senior
      Vice President and

                      	 
	 
      	 
      	
                        Chief
      Financial Officer

                      	 


              

            

          

        

      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      NOTICE OF
EXERCISE

       

      
        	
                 
      

              	
                To:

              	
                ReGen
      Biologics, Inc.

              


      

      
        	
                 
      

              	
                411
      Hackensack Avenue

              	
                ______________,
      20_____

              


      

      Hackensack,
NJ  07601

      


      The
undersigned hereby irrevocably elects to purchase, pursuant to Section 2 of the
Warrant Certificate accompanying this Notice of Exercise, _______ Warrant Shares
of the total number of Warrant Shares issuable to the undersigned pursuant to
the accompanying Warrant Certificate, and herewith makes payment of $___________
in payment in full of the aggregate Exercise Price of such shares. (Company to
confirm)

       

      Please issue a certificate or
certificates representing said Warrant Shares in the name of the undersigned or
in such other name as is specified below:

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                         

                                      	 
      	 
      
	 
      	 
      	 
      
	
                                        The
      Warrant Shares shall be delivered to the following:

                                      
	 
      	 
      	 
      
	
                                         

                                      	 
      	 
      
	 
      	 
      	 
      
	
                                         

                                      	 
      	 
      
	 
      	 
      	 
      
	
                                         

                                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                         

                                      
	 
      	 
      	
                                        Name
      of Holder

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                         

                                      
	 
      	 
      	
                                        Signature

                                      
	 
      	 
      	 
      
	 
      	 
      	
                                        Address:

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      


      NOTICE OF
CONVERSION

      


      
        	
                 
      

              	
                To:

              	
                ReGen
      Biologics, Inc.

              


      

      
        	
                 
      

              	
                411
      Hackensack Avenue

              	
                ______________,
      20_____

              


      

      Hackensack,
NJ  07601

      


      The undersigned hereby irrevocably
elects to convert, pursuant to Section 7 of the Warrant Certificate accompanying
this Notice of Conversion, _________ Warrant Shares of the total number of
Warrant Shares issuable to the undersigned pursuant to the accompanying Warrant
Certificate into shares of the Common Stock of the Company (the “Shares”).

       

      The number of Shares to be received by
the undersigned, calculated in accordance with the provisions of Section 7.1 of
the accompanying Warrant Certificate, is ________________. (Company to
confirm)

      


      Please issue a certificate or
certificates representing said Warrant Shares in the name of the undersigned or
in such other name as is specified below:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                           

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                          The
      Warrant Shares shall be delivered to the following:

                                        
	 
      	 
      	 
      
	
                                           

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                           

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                           

                                        	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                           

                                        
	 
      	 
      	
                                          Name
      of Holder

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                           

                                        
	 
      	 
      	
                                          Signature

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          Address: