BioMimetic Therapeutics, Inc. Common Stock Certificate

  [FACE OF CERTIFICATE] NUMBER [LOGO] SHARES C-__ BioMimetic Therapeutics, Inc. COMMON STOCK INCORPORATED UNDER THE LAWS OF THE CUSIP 09064X 10 1 STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS IS TO CERTIFY that is the owner of FULLY AND NON-ASSESSABLE ORDINARY SHARES, PAR VALUE $0.001 PER SHARE OF BioMimetic Therapeutics, Inc. (hereinafter called the "Company") transferable on the books of the Company by the Registered Holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Memorandum of Association and Articles of Association and amendments thereto of the Company. 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. Dated: [SIGNATURE] [SEAL] [SIGNATURE] - ---------------------- ---------------------- PRESIDENT SECRETARY COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, N.Y.) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE [REVERSE OF CERTIFICATE]  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 under Uniform Gifts to Minors Act survivorship and not as tenants ____________________________________ in common (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 _______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 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 within named Company with full power of substitution in the premises. Dated __________________________ ____________________________________________ 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. Signature(s) Guaranteed: ____________________________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.