exv4w1



 


Exhibit 4.1
	 	 	 
	

	NUMBER
	
	SHARES

	
        

        RBC 0068
        

      
	ReGen Biologics, Inc.
        
	
        

         
        

      

	 	A DELAWARE
        CORPORATION
	 
	 COMMON STOCK
	 
	CUSIP 75884M   10  4

	

	       THIS
        CERTIFIES THAT
	 	 SEE REVERSE FOR 

        CERTAIN DEFINITIONS

	
 
 
 
 
 
    
	    is the owner of
            	 	 
	

	FULLY PAID AND
        NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF

	
 	  
	

	
	ReGen Biologics, Inc.
	

	
	 	

	(the “Company”), transferable in
      person or by duly authorized attorney upon surrender of this Certificate
      properly endorsed. The holder hereof accepts said shares of common stock
      with notice of, and subject to, the provisions of the Company’s Certificate
      of Incorporation and Bylaws and all amendments thereto. This Certificate
      is not valid unless countersigned and registered by the Transfer Agent and
      Registrar.
	    WITNESS the facsimile
      seal of the Company and the facsimile signatures of its duly authorized
      officers.
	 	 	 
	 	
	 
	[SIG]
	ReGen Biologics, Inc.
	[SIG]

	
	[Seal]
	

	SECRETARY
	DELAWARE
	CHAIRMAN AND CHIEF EXECUTIVE OFFICER
	 	
	 
	 	 	 
	COUNTERSIGNED AND REGISTERED:

                              
                    
      EquiServe Trust Company, N.A.  
	 
	TRANSFER AGENT

        AND REGISTRAR 
	
	 
	 	 	 
	 	 	 
	AUTHORIZED OFFICER
	 	 
	 	 	 
	









 


	      The following
      abbreviations, when used in the inscription on the face of this Certificate,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:
	 	 	 	 	 
	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT–	________Custodian___________
	TEN ENT	—	as tenants by the entireties	 	(Cust)                            (Minor)
	JT TEN	—	as joint tenants with right of survivorship and not as
      tenants in common 	 	under Uniform Gifts to Minors Act___________
	 	 	 	 	            (State)
	 	 	 	 	 
	 	 	 	 	 
	 




	Additional abbreviations
        may also be used though not in the above list.

	 
	 
	For value received_______________________________________________________hereby
      sell, assign and transfer unto
	 	 	 	 	 
	Please insert Social Security
        or other 

        identifying number of assignee, if any
	 	 
	
 
 
	 	 
	 	 	 	 	 
	

	 
	

	Please print or
        typewrite name and address including postal zip code of assignee

	 	 	 	 	 
	

	 
	

	Shares of the Common Stock represented by the
      within Certificate, and do hereby irrevocably constitute and appoint
	 	 	 	 	Attorney

	
 
	to transfer the said stock on the books of
      the Company with full power of substitution in the premises.
	 	 	 	 	 
	Date:
	 	 	  
	 	 
	 	

      NOTICE: The signature to this assignment must correspond
      with the name as written upon the face of the certificate in every particular
      without alteration or enlargement or any change whatever. The signature
      of the person executing this power must be guaranteed by an Eligible Guarantor
      Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer,
      Credit Union, or Savings Association participating in a Medallion program
      approved by the Securities Transfer Association, Inc.