EX-10.2 REGISTRATION RIGHTS AGREEMENT



 





Exhibit 10.2


REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 10,
2007, by and among Tutogen Medical, Inc., a Florida corporation (the “Company”), and certain
purchasers signatory hereto (each a “Purchaser” and, collectively, the “Purchasers”).




          This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof between the Company and each Purchaser (the “Purchase Agreement”).




          NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and the Purchasers agree as follows:




     1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the respective meanings set
forth in this Section 1:



          “Advice” shall have the meaning set forth in Section 6(e).




          “Affiliate” means, with respect to any person, any other person which directly or indirectly
controls, is controlled by, or is under common control with, such person.




          “Business Day” means a day, other than a Saturday or Sunday, on which banks in New York City
are open for the general transaction of business.




          “Closing” shall have the meaning set forth in the Purchase Agreement.




          “Closing Date” shall have the meaning set forth in the Purchase Agreement.




          “Commission” means the Securities and Exchange Commission.




          “Common Stock” means the common stock of the Company, $0.01 par value per share, and any
securities into which such common stock may hereinafter be reclassified.




          “Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a)
is first declared effective by the Commission.




          “Effectiveness Deadline” means, with respect to the Registration Statement required to be
filed to cover the resale by the Holders of the Registrable Securities, the earlier of: (i) the
90th calendar day following the Closing Date; provided, that, if the Commission reviews
and has written comments to the filed Registration Statement, then the Effectiveness Deadline under
this clause (i) shall be the 120th calendar day following the Closing Date, and (ii) the
fifth (5th) Trading Day following the date on which the Company is notified by the
Commission that the Registration Statement will not be reviewed or is no longer subject to further
review and comments and the effectiveness of the Registration Statement may be accelerated.




 









 





          “Effectiveness Period” shall have the meaning set forth in Section 2(b).




          “Event” shall have the meaning set forth in Section 2(c).




          “Event Date” shall have the meaning set forth in Section 2(c).




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.




          “Filing Deadline” means, with respect to the Registration Statement required to be filed
pursuant to Section 2(a), June 1, 2007.




          “Holder” or “Holders” means the holder or holders, as the case may be, from time to time of
Registrable Securities.




          “Indemnified Party” shall have the meaning set forth in Section 5(c).




          “Indemnifying Party” shall have the meaning set forth in Section 5(c).




          “Losses” shall have the meaning set forth in Section 5(a).




          “New York Courts” means the state and federal courts sitting in the City of New York, Borough
of Manhattan.




          “Person” means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.




          “Placement Agent” means Roth Capital Partners LLC and any permitted assigns.




          “Principal Trading Market” means the Trading Market on which the Common Stock is primarily
listed on and quoted for trading, which, as of the Closing Date shall be the American Stock
Exchange (“AMEX”).




          “Proceeding” means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition), whether commenced or
threatened.




          “Prospectus” means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by a Registration Statement,
and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such
Prospectus.




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          “Register,” “registered” and “registration” refer to a registration made by preparing and
filing a Registration Statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such Registration Statement or document.




          “Registrable Securities” means all of (i) the Shares issuable and (ii) any securities issued
or issuable upon any stock split, dividend or other distribution, recapitalization or similar
event; provided, that the Holder has completed and delivered to the Company a Selling Shareholder
Questionnaire; and, provided, further, that a Holder’s security shall cease to be Registrable
Securities upon the earliest to occur of the following: (A) sale pursuant to a Registration
Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease
to be a Registrable Security); or (B) such security becoming eligible for sale by the Holder
pursuant to Rule 144(k).




          “Registration Statement” means any registration statement of the Company filed under the
Securities Act that covers the resale of any of the Registrable Securities pursuant to the
provisions of this Agreement, including (in each case) the Prospectus, amendments and supplements
to such registration statement, including pre- and post-effective amendments, all exhibits thereto
and all material incorporated by reference or deemed to be incorporated by reference in such
Registration Statement.




          “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same purpose and effect as such Rule.




          “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same purpose and effect as such Rule.




          “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same purpose and effect as such Rule.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.




          “Selling Shareholder Questionnaire” means a questionnaire in the form attached as Annex B
hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time
to time.




          “Shares” means the shares of Common Stock issued or issuable to the Purchasers pursuant to the
Purchase Agreement.




          “Trading Day” means (i) a day on which the Common Stock is listed or quoted and traded on its
primary Trading Market (other than the OTC Bulletin Board), or (ii) if the




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Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on
which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin
Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common
Stock is quoted in the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC
(or any similar organization or agency succeeding to its functions of reporting prices); provided,
that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii)
hereof, then Trading Day shall mean a Business Day.




          “Trading Market” means whichever of the New York Stock Exchange, AMEX, the NASDAQ Global
Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which
the Common Stock is listed or quoted for trading on the date in question.




     2. Registration.



          (a) On or prior to the Filing Deadline, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all Registrable Securities not already
covered by an existing and effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except, if
the Company is not then eligible to register for resale the Registrable Securities on Form S-3,
then, in such case, the registration shall be on another appropriate form in accordance herewith)
and shall contain (except if otherwise required pursuant to written comments received from the
Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto
as Annex A.




          (b) The Company shall use its commercially reasonable efforts to cause the
Registration Statement to be declared effective under the Securities Act by the Commission as soon
as practicable and, in any event, no later than the Effectiveness Deadline (including filing with
the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated
under the Securities Act within five (5) Business Days after the date that the Company is notified
(orally or in writing, whichever is earlier) by the Commission that a Registration Statement will
not be “reviewed,” or not be subject to further review and the effectiveness of the Registration
Statement may be accelerated) and shall use its commercially reasonable efforts to keep the
Registration Statement continuously effective under the Securities Act until the earlier of: (i)
the date that all of the Registrable Securities covered by such Registration Statement have been
publicly sold by the Holders; (ii) the date that all Registrable Securities covered by the
Registration Statement may be sold by non-affiliates without volume restrictions pursuant to Rule
144(k) as determined by counsel to the Company pursuant to a written opinion letter to such effect,
and based upon such representations as may be reasonably requested from the Holders and any broker
utilized by the Holders, addressed and acceptable to the Company’s transfer agent; and (iii) the
second anniversary of this Agreement (the “Effectiveness Period”). The Company shall ensure that
each Registration Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the statements therein (in the
case of prospectuses, in the light of the circumstances in which they were made) not misleading.
Such Registration Statement shall also cover, to the extent allowable under the Securities Act and
the rules promulgated thereunder




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(including Rule 416), such indeterminate number of additional shares of Common Stock resulting
from stock splits, stock dividends or similar transactions with respect to the Registrable
Securities.




          (c) If: (i) the Registration Statement is not filed on or prior to the Filing
Deadline, (ii) a Registration Statement is not declared effective by the Commission (or otherwise
does not become effective) on or prior to its Effectiveness Deadline or (iii) after its Effective
Date, such Registration Statement ceases for any reason (including without limitation by reason of
a stop order, or the Company’s failure to update the Registration Statement), but excluding the
inability of any Holder to sell the Registrable Securities covered thereby due to market
conditions, to remain continuously effective and available to the Holders as to all Registrable
Securities to which it is required to cover at any time prior to the expiration of the
Effectiveness Period for an aggregate of more than twenty (20) consecutive Trading Days or for more
than an aggregate of forty (40) Trading Days in any 12-month period (which need not be
consecutive), (any such failure or breach in clauses (i), (ii) or (iii) above being referred to as
an “Event,” and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for
purposes of clause (iii), the date which such twenty (20) consecutive or forty (40) Trading Day
period (as applicable) is exceeded, being referred to as “Event Date”), then: (x) on such Event
Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a
penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase
Agreement for any Registrable Securities then held by such Holder (which remedy shall be exclusive
of any other remedies available under this Agreement or by law); and (y) on each monthly
anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by
such date) until the applicable Event is cured, but in no event for more than twelve months from
such Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and
not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the
Purchase Agreement for any Registrable Securities then held by such Holder (which remedy shall be
exclusive of any other remedies available under this Agreement or by law). If the Company fails to
pay any liquidated damages pursuant to this Section in full within seven (7) days after the date
such liquidated damages are payable, the Company will pay interest thereon at a rate of 10% per
annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder,
accruing daily from the date such liquidated damages are due until such amounts, plus all such
interest thereon, are paid in full. The liquidated damages payable pursuant to the terms hereof
shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.




          (d) The Company shall not, from the date hereof until the Effective Date of the
Registration Statement, prepare and file with the Commission a registration statement relating to
an offering for its own account or the account of others under the Securities Act of any of its
equity securities other than a registration statement on Form S-8 or, in connection with an
acquisition, on Form S-4, provided that this Section shall not prohibit the Company from filing an
amendment to any registration statement filed prior to the date hereof.




          (e) Each Holder agrees to furnish to the Company a completed Selling Shareholder
Questionnaire. The Company shall not be required to include the Registrable Securities of a Holder
in a Registration Statement who fails to furnish to the Company a fully

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completed Selling Shareholder Questionnaire at least five (5) Trading Days prior to the Filing
Deadline (subject to the requirements set forth in Section 3(a)).




          (f) Notwithstanding anything in this Agreement to the contrary, if the Commission
refuses to declare a Registration Statement, filed pursuant to this Agreement, effective as a valid
secondary offering under Rule 415 due to the number of Registrable Securities included in such
Registration Statement relative to the outstanding number of shares of Common Stock, then, without
any liability under Section 2(c) or any further obligation to register such excess Registrable
Securities, the Company shall be permitted to reduce the number of Registrable Securities included
in such Registration Statement to an amount that does not exceed an amount that the Commission
allows for the offering thereunder to qualify as a valid secondary offering under Rule 415.




     3. Registration Procedures.



          In connection with the Company’s registration obligations hereunder, the Company shall:




          (a) (a) Not less than five (5) Trading Days prior to the filing of a Registration
Statement or any related Prospectus or any amendment or supplement thereto, furnish to each Holder
copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed
to be filed, which documents (other than those incorporated or deemed to be incorporated by
reference) will be subject to the review of such Holder (it being acknowledged and agreed that if a
Holder does not object to or comment on the aforementioned documents within two (2) Trading Days
after its receipt thereof, then the Holder shall be deemed to have consented to and approved the
use of such documents). The Company shall not file a Registration Statement, any such Prospectus
or any amendments or supplements thereto in which the “Selling Stockholder” section thereof differs
from the disclosure received from a Holder in its Selling Shareholder Questionnaire (as amended or
supplemented), except as may otherwise be required by applicable securities law or the Commission.




          (b) (i) Prepare and file with the Commission such amendments, including
post-effective amendments, to each Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement continuously effective as to the
applicable Registrable Securities for its Effectiveness Period and prepare and file with the
Commission such additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended
or supplemented by any required Prospectus supplement, and as so supplemented or amended to be
filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable, and provide the
Holders true and complete copies of all written correspondence from and to the Commission relating
to such Registration Statement that pertains to the Holders as Selling Stockholders but not any
comments that would result in the disclosure to the Holders of material and non-public information
concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by each Registration
Statement during the applicable period in accordance (subject to the terms of this Agreement) with
the intended methods of disposition by the Holders thereof set forth in such Registration Statement
as so amended, or in such Prospectus as so supplemented.




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          (c) (c) Notify the Holders of Registrable Securities to be sold (which notice shall,
pursuant to clauses (ii) through (vi) hereof, be accompanied by an instruction to suspend the use
of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than three (3) Trading Days prior to such filing), and
(if requested by any such Person) confirm such notice in writing no later than three (3) Trading
Days following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the
Company whether there will be a “review” of such Registration Statement and whenever the Commission
comments in writing on any Registration Statement (in which case the Company shall provide true and
complete copies thereof and all written responses thereto to each of the Holders that pertain to
the Holders as a Selling Stockholder or to the Plan of Distribution, but not information which the
Company believes would constitute material and non-public information), and (C) with respect to
each Registration Statement or any post-effective amendment, when the same has become effective;
(ii) of any request by the Commission or any other Federal or state governmental authority for
amendments or supplements to a Registration Statement or Prospectus or for additional information
that pertains to the Holders as Selling Stockholders or the Plan of Distribution; (iii) of the
issuance by the Commission or any other federal or state governmental authority of any stop order
suspending the effectiveness of a Registration Statement covering any or all of the Registrable
Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of
time that makes the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires any material revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the Prospectus, as the case may
be, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein (in the case of any
Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which
they were made), not misleading; and (vi) the occurrence or existence of any pending corporate
development with respect to the Company that the Company believes may be material and that, in the
determination of the Company, makes it not in the best interests of the Company to allow continued
availability of a Registration Statement or Prospectus, provided that any and all of such
information shall remain confidential to each Holder until such information otherwise becomes
public, unless disclosure by a Holder is required by law; provided, further, that notwithstanding
each Holder’s agreement to keep such information confidential, the Holders make no acknowledgement
that any such information is material, non-public information.




          (d) Use its commercially reasonable efforts to avoid the issuance of, or, if issued,
obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or
(ii) any suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, as soon as reasonably practicable.




          (e) If requested by a Holder, furnish to such Holder, without charge, at least one
(1) conformed copy of each Registration Statement and each amendment thereto and all




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exhibits to the extent requested by such Person (including those previously furnished or
incorporated by reference) promptly after the filing of such documents with the Commission;
provided, that the Company shall have no obligation to provide any document pursuant to this clause
that is available on the Commission’s EDGAR system.




          (f) Upon notification by the Commission that a Registration Statement will not be
reviewed or is no longer subject to further review and comments, the Company shall request
acceleration of such Registration Statement within five (5) Business Days after receipt of such
notice such that it becomes effective no later than 5:00 p.m. New York City time on the Effective
Date and file a prospectus supplement for any Registration Statement, whether or not it is required
under Rule 424 (or otherwise), by 9:00 a.m. New York City time the day after the Effective Date.




          (g) Prior to any resale of Registrable Securities by a Holder, use commercially
reasonable efforts to register or qualify such Registrable Securities for resale by the Holder
under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep each such registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or things
reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities
covered by the Registration Statements; provided, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified or to take any
action that would subject the Company to general service of process in any jurisdiction where it is
not then so subject or subject the Company to any material tax in any such jurisdiction where it is
not then so subject.




          (h) If requested by the Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be delivered to a
transferee pursuant to the Registration Statement, which certificates shall be free, to the extent
permitted by the Purchase Agreement and under applicable law, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in such names as any
such Holders may reasonably request. In connection therewith, if required by the Company’s
transfer agent, the Company shall promptly after the effectiveness of the Registration Statement
cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered
to and maintained with its transfer agent, together with any other authorizations, certificates and
directions required by the transfer agent, which authorize and direct the transfer agent to issue
such Registrable Securities without legend upon sale by the Holder of such shares of Registrable
Securities under the Registration Statement.




          (i) Following the occurrence of any event contemplated by Section 3(c), as promptly
as reasonably possible, under the circumstances taking into account the Company’s good faith
assessment of any adverse consequences to the Company and its shareholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment,
to the affected Registration Statements or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of any




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Prospectus, form of prospectus or supplement thereto, in light of the circumstances under
which they were made), not misleading. If the Company notifies the Holders in accordance with
Clauses (ii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the
requisite changes to such Prospectus have been made, then the Holders shall suspend use of such
Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the
Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise
its right under this Section 3(i) to suspend the availability of Registration Statement and
Prospectus, subject to the payment of liquidated damages pursuant to Section 2(c).




          (j) (i) In the time and manner required by the Principal Trading Market, prepare
and file with such Trading Market an additional shares listing application covering all of the
Registrable Securities, (ii) take all steps necessary to cause such Registrable Securities to be
approved for listing on the Principal Trading Market as soon as possible thereafter, (iii) if
requested by any Holder, provide such Holder evidence of such listing, and (iv) during the
Effectiveness Period, maintain the listing of such Registrable Securities on the Principal Trading
Market.




          (k) As long as any Holder owns Registrable Securities, the Company covenants to
timely file (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or
15(d) of the Exchange Act. As long as any Holder owns Registrable Securities, if the Company is not
required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare
and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated
under the Securities Act annual and quarterly financial statements, together with a discussion and
analysis of such financial statements in form and substance substantially similar to those that
would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the
Exchange Act, as well as any other information required thereby, in the time period that such
filings would have been required to have been made under the Exchange Act. The Company further
covenants that it will take such further action as any Holder may reasonably request, all to the
extent required from time to time to enable such Person to sell Shares without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act, including compliance with the provisions of the Purchase Agreement relating to
the transfer of the Shares.




          (l) The Company may require each selling Holder to furnish to the Company a
certified statement as to the number of shares of Common Stock beneficially owned by such Holder
and any Affiliate thereof and as to any NASD affiliations and of any natural persons who have the
power to vote or dispose of the Common Stock. During any periods that the Company is unable to
meet its obligations under this Agreement with respect to the registration of the Registrable
Securities because any Holder fails to furnish such information within three (3) Business Days of
the Company’s request, any liquidated damages that are accruing at such time as to such Holder only
shall be tolled and any Event that may otherwise occur because of such delay shall be suspended as
to such Holder only, until such information is delivered to the Company.




     4. Registration Expenses. All fees and expenses incident to the Company’s
performance of or compliance with its obligations under this Agreement (excluding any



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underwriting discounts and selling commissions and all legal fees and expenses of legal
counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities are
sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (A) with respect to filings required to be made with the
Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with
applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing), (ii)
printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by
the Holders of a majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi)
fees and expenses of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of any annual audit and
the fees and expenses incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. In no event shall the Company be responsible for any
broker or similar commissions of any Holder or any legal fees or other costs of the Holders.




     5. Indemnification.



          (a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors,
agents, partners, members, managers, shareholders, Affiliates and employees of each of them, each
Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) and the officers, directors, partners, members, managers,
shareholders, agents and employees of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and investigation and reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to
(i) any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto (it
being understood that the Holder has approved Annex A hereto for this purpose) or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the
case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, or (ii) any violation or alleged violation by the
Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation
thereunder, in connection with the performance of its obligations under this Agreement, except to
the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements,
omissions or alleged omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and approved by such Holder expressly

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for use in the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto
for this purpose), (B) in the case of an occurrence of an event of the type specified in Section
3(c)(ii)-(vi), the use by a Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of Advice (as defined in Section 6(e) below), but only if and to the extent
that following the receipt of the Advice the misstatement or omission giving rise to such Loss
would have been corrected, or (C) willful misconduct on the part of the Holder. Each Holder shall
notify the Company promptly of the institution, threat or assertion of any Proceeding, of which the
Holder is aware, arising from or in connection with the transactions contemplated by this
Agreement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the
transfer of the Registrable Securities by the Holders.




          (b) Indemnification by Holders. Each Holder shall, notwithstanding any
termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company,
its directors, officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, arising out of or relating to any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of
or relating to any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading (i)
to the extent, but only to the extent, that such untrue statements or omissions are based solely
upon information regarding such Holder furnished in writing to the Company by such Holder
specifically for use therein, or (ii) to the extent that such information relates to such Holder or
such Holder’s proposed method of distribution of Registrable Securities and was reviewed and
approved by such Holder specifically for use in the Registration Statement (it being understood
that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of
Prospectus or in any amendment or supplement thereto; provided, however, that the indemnity
agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any
Losses if such settlement is effected without the prior written consent of the Holder, which
consent shall not be unreasonably withheld. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder
upon the sale of the Registrable Securities giving rise to such indemnification obligation.




          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the
“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the
defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all reasonable fees and expenses incurred in connection with defense
thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and

11









 








only) to the extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such failure shall have
proximately and materially adversely prejudiced the Indemnifying Party.




          An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate (but not control) in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict
of interest is likely to exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be
at the expense of the Indemnifying Party), provided, however, that the Indemnifying Party shall not
be liable for the fees and expenses of more than one separate firm of attorneys at any time for all
Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such
Proceeding effected without its written consent, which consent shall not be unreasonably withheld,
delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.




          All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a manner
not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within
twenty Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it
is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder;
provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined that such Indemnified
Party is not entitled to indemnification hereunder).




          (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b)
is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in
connection with the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission.




12









 




The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable
fees or expenses incurred by such party in connection with any Proceeding to the extent such party
would have been indemnified for such fees or expenses if the indemnification provided for in this
Section was available to such party in accordance with its terms.




          The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually
received by such Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, except in the case of
fraud by such Holder. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.




          The indemnity and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties and are not in
diminution or limitation of the indemnification provisions under the Purchase Agreement.




     6. Miscellaneous.



          (a) Remedies. Neither the Company nor any Holder (nor any of the persons
covered in Section 5) shall be liable for any consequential, punitive or special damages, including
lost profits, arising out of, or based upon, any breach of this Agreement. In the event of a
breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement. The Company and each Holder agree that monetary
damages would not provide adequate compensation for any losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the defense that a remedy
at law would be adequate.




          (b) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings between the parties with
respect to such subject matter, except for, and as provided in the Transaction Documents.




          (c) Benefits of the Agreement. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective permitted successors and assigns
of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights,
remedies,




13









 





obligations, or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.




          (d) Compliance. Each Holder covenants and agrees that it will comply with
the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities pursuant to the
Registration Statement and shall sell the Registrable Securities only in accordance with a method
of distribution described in the Registration Statement, and that it will not sell, offer to sell,
solicit offers to buy, dispose of, loan, pledge or grant any right with respect to any of the
Registrable Securities except as contemplated in the Registration Statement or otherwise in
accordance with the Securities Act.




          (e) Discontinued Disposition. Each Holder further agrees by its acquisition
of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(c)(ii)-(vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement until it is advised in
writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed,
and, in either case, has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or Registration
Statement. The Company may provide appropriate stop orders to enforce the provisions of this
paragraph.




          (f) Amendments and Waivers. This Agreement may be amended only by a writing
signed by the Company and the Holders of a majority of the Registrable Securities issued at the
Closing. The Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the written consent to such
amendment, action or omission to act, of each Purchaser. Failure of any party to exercise any right
or remedy under this Agreement or otherwise or delay by a party in exercising such right or remedy
shall not operate as a waiver thereof.




          (g) Piggy-Back Registrations. If at any time during the Effectiveness
Period there is not an effective Registration Statement covering all of the Registrable Securities
and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of
any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be issued solely in
connection with any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee or director benefit plans, then the Company shall
send to each Holder written notice of such determination and, if within fifteen days after receipt
of such notice, any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such holder requests to be
registered, subject to customary underwriter cutbacks applicable to all holders of registration
rights on a pro rata basis; provided, that (i) the Company shall not be required to register any
Registrable Securities pursuant to this Section 6(g) that are eligible for resale under Rule 144(k)
promulgated under the Securities Act or that are the subject of a then effective Registration
Statement and (ii) if at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed in connection with

14









 








such registration, the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written notice of such
determination to such Holder and, thereupon, (i) in the case of a determination not to register,
shall be relieved of its obligation to register any Registrable Securities pursuant to this Section
6(g) in connection with such registration (but not from its obligation to pay expenses in
accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering,
shall be permitted to delay registering any Registrable Securities being registered pursuant to
this Section 6(g) for the same period as the delay in registering such other securities.




          (h) Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in this Section prior to 5:00 p.m. (New
York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile or e-mail to the facsimile number or e-mail
addressed specified in this Section on a day that is not a Trading Day or later than 5:00 p.m. (New
York City time) on any Trading Day, (iii) the Business Day following the date of mailing, if sent
by nationally recognized overnight courier service with next day delivery specified, or (iv) upon
actual receipt by the party to whom such notice is required to be given.




          The address for such notices and communications shall be as follows:




	 	 	 	 	 	 	 
	 

	 	If to the Company:
	 	Tutogen Medical, Inc.
	 	 
	 

	 	 	 	13709 Progress Blvd., Box 19	 	 
	 

	 	 	 	Alachua, FL 32615	 	 
	 

	 	 	 	Telephone No.: (386) 462-0402	 	 
	 

	 	 	 	Facsimile No.: (386) 462-7260	 	 
	 

	 	 	 	Attention: L. Robert Johnston Jr	 	 
	 
	 	 	 	 	 	 
	 

	 	With a copy to:
	 	Williams Schifino Mangione & Steady, P.A.	 	 
	 

	 	 	 	One Tampa City Center	 	 
	 

	 	 	 	Suite 3200	 	 
	 

	 	 	 	201 North Franklin Street	 	 
	 

	 	 	 	Tampa, FL 33602	 	 
	 

	 	 	 	Telephone No.: (813) 221-2626	 	 
	 

	 	 	 	Facsimile No.: (813) 221-7335	 	 
	 

	 	 	 	Attention: William J. Schifino Sr.	 	 






	 	 	 	 	 	 	 
	 

	 	If to a Purchaser:
	 	To the address set forth under such Purchaser’s name
on the signature pages hereto.
	 	 
	 
	 	 	 	 	 	 
	 

	 	If to any other Person who is	 	 	 	 
	 

	 	then the registered Holder:
	 	To the address of such Holder as it
appears in the stock transfer books of the Company or such other
address	 	 






15









 






	 	 	 	 	 	 	 
	 

	 	 	 	as may be designated in writing
hereafter, in the same manner, by
such Person.	 	 





provided, that any party may change its address for notices by providing written notice to the
other parties in the manner prescribed by this Section.




          (i) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties and shall inure to
the benefit of each Holder. The Company may not assign its rights or obligations hereunder without
the prior written consent of the Holders of a majority of the then-outstanding Registrable
Securities. The rights of the Holders hereunder, including the right to have the Company register
Registrable Securities pursuant to this Agreement, may be assigned by each Holder to transferees or
assignees of all or any portion of the Registrable Securities, but only if (i) the Holder agrees in
writing with the transferee or assignee to assign such rights, and a true and complete copy of such
agreement is furnished to the Company prior to such assignment, (ii) prior to such assignment, the
Company is furnished with written notice of the name and address of such transferee or assignee and
the securities with respect to which such registration rights are being transferred or assigned,
(iii) at or before the time the Company received the written notice contemplated by clause (ii) of
this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein and (iv) the transferee is an “accredited investor” as that term is
defined in Rule 501 of Regulation D.




          (j) Execution and Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create a valid binding
obligation of the party executing (or on whose behalf such signature is executed) the same with the
same force and effect as if such facsimile signature were the original thereof.




          (k) Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement (whether brought against
a party hereto or its respective Affiliates, employees or agents) will be commenced in the New York
Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York
Courts for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not
to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any
New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum.
Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any




16









 




manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If any party shall commence a
Proceeding to enforce any provisions of this Agreement, then the prevailing party in such
Proceeding shall be reimbursed by the other parties for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such Proceeding.




          (l) Cumulative Remedies. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.




          (m) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.




          (n) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.




          (o) Independent Nature of Purchasers’ Obligations and Rights. The
obligations of each Purchaser under this Agreement are several and not joint with the obligations
of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to
purchase Shares pursuant to the Transaction Documents has been made independently of any other
Purchaser. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Purchasers are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Purchaser
acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with
making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in
connection with monitoring its investment in the Shares or enforcing its rights under the
Transaction Documents. Each Purchaser shall be entitled to protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any Proceeding for such
purpose. The Company acknowledges that each of the Purchasers has been provided with the same
Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and
not because it was required or requested to do so by any Purchaser.




          (p) Currency. Unless otherwise indicated, all dollar amounts referred to in
this Agreement are in United States Dollars. All amounts owing under this Agreement are in United
States Dollars. All amounts denominated in other currencies shall be converted in the




17









 




United States dollar equivalent amount in accordance with the applicable exchange rate in
effect on the date of calculation.




          (q) Further Assurances. The parties shall execute and deliver all such
further instruments and documents and take all such other actions as may reasonably be required to
carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.




          (r) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein shall be a Saturday,
Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.




          (s) Force Majeure. In no event shall a Holder have any claim or right against the
Company for any failure of performance in accordance with this Agreement due to causes beyond its
reasonable control, including, but not limited to: such delays arising directly out of an act of
God, fire, flood or other natural catastrophe; laws, orders, rules, regulations, directions or
action of governmental authorities having jurisdiction or any civil military authority, or national
emergency, riot, act of terrorism or war or labor dispute.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES TO FOLLOW]




18









 





          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.




	 	 	 	 	 
	 	TUTOGEN MEDICAL, INC.

 	 
	 	By:  	/s/  Guy L. Mayer
 	 
	 	 	Name:  	Guy L. Mayer 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES OF HOLDERS TO FOLLOW]




 









 







     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 	NAME OF INVESTING ENTITY





Visium Long Bias Offshore Fund, Ltd.

Visium Long Bias Fund, LP

Visium Balanced Offshore Fund, Ltd.

Visium Balanced Fund, LP

Atlas Master Fund, Ltd.*





AUTHORIZED SIGNATORY

 	 
	 	By:  	/s/ Mark Gottlieb
 	 
	 	 	Name:  	Mark Gottlieb 	 
	 	 	Title:  	Chief Compliance Officer 	 
	 
	 	 	 
	 * 	By:  	/s/ Scott Schroeder
 	 
	 	 	Name:  	Scott Schroeder 	 
	 	 	Title:  	Authorized Signatory 	 
	 









	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ADDRESS FOR NOTICE
	 
	 	 	 	 	 	 
	 

	 	c/o:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Street:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	City/State/Zip:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Tel:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 	 	 
	 

	 	 	 	 	 	 






 









 





     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 
	 	NAME OF INVESTING ENTITY





Deerfield Special Situations Fund International, Ltd.

Deerfield Special Situation Fund, LP





AUTHORIZED SIGNATORY

 	 
	 	By:  	/s/ James E. Flynn
 	 
	 	 	Name:  	James E. Flynn 	 
	 	 	Title:  	President 	 
	 




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ADDRESS FOR NOTICE
	 
	 	 	 	 	 	 
	 

	 	c/o:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Street:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	City/State/Zip:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Tel:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 	 	 
	 

	 	 	 	 	 	 












 





     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 
	 	NAME OF INVESTING ENTITY





HealthCor, L.P.

HealthCor Offshore, Ltd.





AUTHORIZED SIGNATORY

 	 
	 	By:  	Steven J. Musumeci
 	 
	 	 	Name:  	Steven J. Musumeci 	 
	 	 	Title:  	Chief Operating Officer 	 
	 





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ADDRESS FOR NOTICE
	 
	 	 	 	 	 	 
	 

	 	c/o:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Street:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	City/State/Zip:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Tel:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Email:	 	 	 	 
	 

	 	 	 	 	 	 






 









 








Annex A




PLAN OF DISTRIBUTION




     We are registering the shares of Common Stock issued to the selling shareholders to permit the
resale of these shares of Common Stock by the holders of the shares of Common Stock from time to
time after the date of this prospectus. We will not receive any of the proceeds from the sale by
the selling shareholders of the shares of Common Stock. We will bear all fees and expenses
incident to our obligation to register the shares of Common Stock.



     The selling shareholders may sell all or a portion of the shares of Common Stock beneficially
owned by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares of Common Stock are sold through underwriters or
broker-dealers, the selling shareholders will be responsible for underwriting discounts or
commissions or agent’s commissions. The shares of Common Stock may be sold on any national
securities exchange or quotation service on which the securities may be listed or quoted at the
time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges
or systems or in the over-the-counter market and in one or more transactions at fixed prices, at
prevailing market prices at the time of the sale, at varying prices determined at the time of sale,
or at negotiated prices. These sales may be effected in transactions, which may involve crosses or
block transactions. The selling shareholders may use any one or more of the following methods when
selling shares:




	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;






	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;






	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;






	•	 	an exchange distribution in accordance with the rules of the applicable exchange;






	•	 	privately negotiated transactions;






	•	 	settlement of short sales entered into after the effective date of the registration statement of which this prospectus
is a part;






	•	 	broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price
per share;






	•	 	through the writing of options, whether such options are listed on an options exchange or otherwise;






	•	 	a combination of any such methods of sale; and






	•	 	any other method permitted pursuant to applicable law.





     The selling shareholders may also sell shares under Rule 144 under the Securities Act, if
available, rather than under this prospectus.



     Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to
participate in sales. If the selling shareholders effect such transactions by selling shares of
Common Stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive



 









 




commissions in the form of discounts, concessions or commissions from the selling shareholders
or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to
whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except
as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be
in excess of a customary brokerage commission in compliance with NASD Rule 2440; and in the case of
a principal transaction a markup or markdown in compliance with NASD IM-2440.




     In connection with sales of the shares of Common Stock or otherwise, the selling shareholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the shares of Common Stock in the course of hedging in positions
they assume. The selling shareholders may also sell shares of Common Stock short and if such short
sale shall take place after the date that this Registration Statement is declared effective by the
Commission, the selling shareholders may deliver shares of Common Stock covered by this prospectus
to close out short positions and to return borrowed shares in connection with such short sales.
The selling shareholders may also loan or pledge shares of Common Stock to broker-dealers that in
turn may sell such shares. The selling shareholders may also enter into option or other
transactions with broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).



     The selling shareholders may pledge or grant a security interest in some or all of the shares
of Common Stock owned by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the shares of Common Stock from time to time
pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of
selling shareholders to include the pledgee, transferee or other successors in interest as selling
shareholders under this prospectus. The selling shareholders also may transfer and donate the
shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or
other successors in interest will be the selling beneficial owners for purposes of this prospectus.



     The selling shareholders and any broker-dealer or agents participating in the distribution of
the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions paid, or any discounts or
concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each selling shareholder has informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.
At the time a particular offering of the shares of Common Stock is made, a prospectus supplement,
if required, will be distributed which will set forth (i) the name of each such selling shareholder
and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at
which such the shares of Common Stock were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did
not conduct any investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction. In no event shall any
broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight
percent (8%). In addition, upon the Company being notified in writing by a selling shareholder
that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this
prospectus will be filed if then required in accordance with applicable securities law.



     Under the securities laws of some states, the shares of Common Stock may be sold in such
states only through registered or licensed brokers or dealers. In addition, in some states the
shares of Common Stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied
with.



 









 





     There can be no assurance that any selling shareholder will sell any or all of the shares of
Common Stock registered pursuant to the shelf registration statement, of which this prospectus
forms a part.



     The selling shareholder and any other person participating in such distribution will be
subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which
may limit the timing of purchases and sales of any of the shares of Common Stock by the selling
shareholder and any other participating person. Regulation M may also restrict the ability of any
person engaged in the distribution of the shares of Common Stock to engage in market-making
activities with respect to the shares of Common Stock. All of the foregoing may affect the
marketability of the shares of Common Stock and the ability of any person or entity to engage in
market-making activities with respect to the shares of Common Stock.



     We will pay all expenses of the registration of the shares of Common Stock pursuant to the
registration rights agreement, including, without limitation, Securities and Exchange Commission
filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however,
that a selling shareholder will pay all underwriting discounts and selling commissions, if any and
any related legal expenses incurred by it. We will indemnify the selling shareholders against
liabilities, including some liabilities under the Securities Act, in accordance with the
registration rights agreements, or the selling shareholders will be entitled to contribution. We
may be indemnified by the selling shareholders against civil liabilities, including liabilities
under the Securities Act, that may arise from any written information furnished to us by the
selling shareholders specifically for use in this prospectus, in accordance with the related
registration rights agreements, or we may be entitled to contribution.




 









 








Annex B




Tutogen Medical, Inc.




Selling Shareholder Questionnaire




     The undersigned beneficial owner of common stock, $0.01 par value per share (the “Common
Stock”), of Tutogen Medical, Inc. (the “Company”), (the “Registrable
Securities”) understands that the Company has filed or intends to file with the Securities and
Exchange Commission (the “Commission”) a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms
of the Registration Rights Agreement, dated as of April 10, 2007 (the “Registration Rights
Agreement”), among the Company and the Purchasers named therein. The purpose of this
Questionnaire is to facilitate the filing of the Registration Statement under the Securities Act
that will permit you to resell the Registrable Securities in the future. The information supplied
by you will be used in preparing the Registration Statement. A copy of the Registration Rights
Agreement is available from the Company upon request as follows: Tutogen Medical, Inc., 13709
Progress Blvd., Box 19, Alachua, FL 32615. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Registration Rights Agreement.



     Certain legal consequences arise from being named as a selling shareholder in the Registration
Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of
being named or not being named as a selling shareholder in the Registration Statement and the
related prospectus.



NOTICE




     The undersigned beneficial owner (the “Selling Shareholder”) of Registrable Securities
hereby elects to include the Registrable Securities owned by it and listed below in Item 3 (unless
otherwise specified under such Item 3) in the Registration Statement.



QUESTIONNAIRE





	1.	 	Name.





	 	 	 	 	 
	 

	 	(a)
	 	Full Legal Name of Selling Shareholder:
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	(b)
	 	Full Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities Listed in Item 3 below are held:
	 
	 	 	 	 
	 

	 	 	 	 





 









 






	 	 	 	 	 
	 

	 	(c)
	 	Full Legal Name of Natural Control Person (which means a natural person who
directly or indirectly alone or with others has power to vote or dispose of the
securities covered by the questionnaire):
	 
	 	 	 	 
	 

	 	 	 	 






	2.	 	Address for Notices to Selling Shareholder:





	 	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	Telephone:

	 	 
	 

	 	 
	Fax:
	 	 
	 

	 	 
	Contact Person:
	 	 
	 

	 	 
	E-mail address of Contact Person:
	 	 
	 

	 	 






	3.	 	Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase Agreement:





	 	 	 	 	 
	 

	 	(a)
	 	Type and Number of Registrable Securities beneficially owned and issued
pursuant to the Purchase Agreement:
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






	4.	 	Broker-Dealer Status:





	 	 	 	 	 
	 

	 	(a)
	 	Are you a broker-dealer?





Yes
o       No o




	 	 	 	 	 
	 

	 	(b)
	 	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?





Yes
o      
No o




	 	 	 
	Note:

	 	If no, the Commission’s staff has indicated that you should be
identified as an underwriter in the Registration Statement.






	 	 	 	 	 
	 

	 	(c)
	 	Are you an affiliate of a broker-dealer?





Yes
o      
No o




	 	 	 	 	 
	 

	 	Note:
	 	If yes, provide a narrative explanation below:
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





 









 






	 	(c)	 	If you are an affiliate of a broker-dealer, do you certify that you bought the
Registrable Securities in the ordinary course of business, and at the time of the
purchase of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the Registrable
Securities?





Yes  o                No  o




	 	 	 	 	 
	 

	 	Note:
	 	If no, the Commission’s staff has indicated that you should be
identified as an underwriter in the Registration Statement.






5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Shareholder.





Except as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement.




	 	(a)	 	Type and Amount of other securities beneficially owned by the selling
shareholder:





	 	 	 	 	 
	 	 	 





6. Relationships with the Company:





Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.




State any exceptions here:



	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 





7. Plan of Distribution:





The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the
Registration Rights Agreement, and hereby confirms that, except as set forth below, the
information contained therein regarding the undersigned and its plan of distribution is
correct and complete.




State any exceptions here:



	 	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 





***********




 









 





     The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof and prior to the effective
date of any applicable Registration Statement filed pursuant to the Registration Rights Agreement.



     By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 7 and the inclusion of such information in each
Registration Statement filed pursuant to the Registration Rights Agreement and each related
prospectus. The undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of any such Registration Statement and the related
prospectus.



     By signing below, the undersigned acknowledges that it understands its obligation to comply,
and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M. The undersigned also acknowledges that it
understands that the answers to this Questionnaire are furnished for use in connection with
Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or
supplements thereto filed with the Commission pursuant to the Securities Act.



     The undersigned hereby acknowledges and is advised of the following Interpretation A.65 of the
July 1997 SEC Manual of Publicly Available Telephone Interpretations regarding short selling:



     “An Issuer filed a Form S-3 registration statement for a secondary offering of common stock
which is not yet effective. One of the selling shareholders wanted to do a short sale of common
stock “against the box” and cover the short sale with registered shares after the effective date.
The issuer was advised that the short sale could not be made before the registration statement
become effective, because the shares underlying the short sale are deemed to be sold at the time
such sale is made. There would, therefore, be a violation of Section 5 if the shares were
effectively sold prior to the effective date.”



     By returning this Questionnaire, the undersigned will be deemed to be aware of the foregoing
interpretation.


I confirm that, to the best of my knowledge and belief, the foregoing statements (including without
limitation the answers to this Questionnaire) are correct.



IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be
executed and delivered either in person or by its duly authorized agent.




	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	Beneficial Owner:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	PLEASE FAX A COPY OF THE COMPLETED 
	 	 	 	 	 	 	AND EXECUTED NOTICE AND
 QUESTIONNAIRE, AND RETURN THE

ORIGINAL BY OVERNIGHT MAIL, TO:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	[ADDRESS]