Exhibit 4
AMENDMENT TO
STOCKHOLDERS' AGREEMENT
THIS AMENDMENT (this "Amendment") is entered into this _____ day of
December, 2002 by and between ReGen Biologics, Inc., a Delaware corporation (the
"Company") and the undersigned stockholders of the Company.
Recitals
WHEREAS, the Company (formerly known as Aros Corporation) and certain
stockholders of the Company are parties to that certain Stockholders' Agreement
dated as of June 21, 2002 (the "Agreement"). Capitalized terms used herein
without definition shall have the meanings ascribed to such terms in the
Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement to remove Xxxxx &
Company Incorporated ("Xxxxx & Co.") as a party thereto and release such
stockholder from all of its obligations under the Agreement, effective as of
November 26, 2002.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
herein contained, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows:
1. The Agreement is hereby amended by removing Xxxxx & co. as a party to
the Agreement and releasing such stockholder from all of its obligations under
the Agreement, including the voting obligations set forth in Section 1.1
therein, with respect to all shares of the Company now or hereafter owned or
held by Xxxxx & co., such removal and release to be effective as of November 26,
2002.
2. The parties hereto expressly agree and acknowledge that the legend
referred to in Section 1.5 of the Agreement shall not be applicable to, and
shall not be placed on, certificates representing any shares of the Company now
or hereafter owned or held by Xxxxx & Co.
3. Except as specified herein, the parties hereby ratify and affirm each of
the other provisions of the Agreement and all other agreements, documents and
instruments referred to therein.
4. Nothing contained herein, and neither the failure nor any delay by the
Company in exercising any right, power or privilege under this Amendment or the
Agreement, shall be construed or shall operate as a waiver of any right, power
or privilege, and no single or partial exercise of any such right, power or
privilege will preclude any other or further exercise of such right, power or
privilege or the exercise of any other right, power or privilege.
5. This Amendment may be executed in two or more counterparts, including by
facsimile, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.
REGEN BIOLOGICS, INC.,
By: ______________________
Name:
Title:
XXXXX & COMPANY, INCORPORATION
By: _______________________
Name:
Title:
CENTERPULSE USA HOLDING CO.
By: ______________________
Name:
Title:
J. XXXXXXX XXXXXXXX
(Additional signatures appear on next page.)
SANDERLING VENTURE PARTNERS IV
CO-INVESTMENT FUND, L.P.
By:_________________
Xxxx X. Xxxxxxxxx
General Partner
SANDERLING IV BIOMEDICAL
CO-INVESTMENT FUND, L.P.
By:__________________
Xxxx X. Xxxxxxxxx
General Partner
SANDERLING IV VENTURE MANAGEMENT
By:_____________________
Xxxx X. Xxxxxxxxx
Owner
SANDERLING VENTURE PARTNERS V
CO-INVESTMENT FUND, L.P.
By: Middleton, XxXxxx & Xxxxx Associates, V, LLC
By:____________________
Xxxxxx X. XxXxxx
Managing Director
SANDERLING V BIOMEDICAL CO-INVESTMENT FUND, L.P.
By: Middleton, XxXxxx & Xxxxx Associates V, LLC
By:____________________
Xxxxxx X. XxXxxx
Managing Director
SANDERLING V LIMITED PARTNERSHIP
By: Middleton, XxXxxx & Xxxxx Associates V, LLC
By:________________________
Xxxxxx X. XxXxxx
Managing Director
SANDERLING V BETEILIGUNGS GMBH & CO. KG
By: Middleton, XxXxxx & Xxxxx Associates V, LLC
By:_______________________
Xxxxxx X. XxXxxx
Managing Director
SANDERLING V VENTURES MANAGEMENT
By:______________________
Xxxxxx X. XxXxxx
Owner
SANDERLING VENTURES PARTNERS II, L.P.
By:______________________
Xxxxxx X. XxXxxx
General Partner
SANDERLING VENTURES LIMITED, L.P.
By:______________________
Xxxxxx X. XxXxxx
General Partner
