X0202 4 2007-10-15 0 0000883697 REGEN BIOLOGICS INC RGBI 0001313054 Rodkey William 411 HACKENSACK AVENUE HACKENSACK NJ 07601 0 1 0 0 Vice President STOCK OPTION (RIGHT TO BUY) 9.00 2007-10-18 4 A 0 50000 0.00 A 2017-10-18 Series E Convertible Preferred Stock 50000 50000 D WARRANT 45.00 2007-10-15 4 A 0 13 0.00 A 2007-10-15 2012-06-21 SERIES D CONVERTIBLE PREFERRED STOCK 13 13 D EXERCISE PRICE IS $0.09 PER SHARE OF COMMON STOCK IF OPTION IS EXERCISED AFTER MANDATORY CONVERSION OF SERIES E STOCK. EQUAL TO 5,000,000 SHARES OF COMMON STOCK AFTER MANDATORY CONVERSION OF THE SERIES E STOCK THE OPTION VESTS RATABLY ON A DAILY BASIS OVER FOUR YEARS FROM THE DATE OF GRANT. EACH SHARE OF SERIES E STOCK IS MANDATORILY CONVERTIBLE INTO 100 SHARES OF REGEN'S COMMON STOCK AT SUCH TIME AS (i) THE COMPANY'S CERTIFICATE OF INCORPORATION IS AMENDED TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OR (ii) UPON THE EFFECTIVENESS OF A REVERSE STOCK SPLIT OF THE COMMON STOCK, SUCH THAT THERE ARE A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK TO EFFECT THE CONVERSION. EXERCISE PRICE IS $0.45 PER SHARE OF COMMON STOCK IF WARRANT IS EXERCISED AFTER MANDATORY CONVERSION OF SERIES D STOCK. EQUAL TO 1,300 SHARES OF COMMON STOCK AFTER MANDATORY CONVERSION OF THE SERIES D STOCK EACH SHARE OF SERIES D STOCK IS MANDATORILY CONVERTIBLE INTO 100 SHARES OF REGEN'S COMMON STOCK AT SUCH TIME AS (i) THE COMPANY'S CERTIFICATE OF INCORPORATION IS AMENDED TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OR (ii) UPON THE EFFECTIVENESS OF A REVERSE STOCK SPLIT OF THE COMMON STOCK, SUCH THAT THERE ARE A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK TO EFFECT THE CONVERSION. /S/ BRION D. UMIDI ATTORNEY IN FACT 2007-10-26