Certificate of Designations, Preferences and Rights of Series G Convertible Preferred Stock of ReGen Biologics, Inc., effective as of September 30, 2010

ReGen Biologics, Inc., a Delaware corporation (hereinafter called the “Company”), hereby certifies that, pursuant to the authority expressly vested in the Board of Directors of the Company by the Amended and Restated Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), and in accordance with the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, the Board of Directors has duly adopted the following resolutions:

RESOLVED, that, pursuant to Article FOURTH of the Certificate of Incorporation, which authorizes 60,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), the Board of Directors hereby fixes the number of shares, powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of a series of Preferred Stock to be designated as Series G Convertible Preferred Stock (“Series G Preferred Stock”);

RESOLVED, that each share of such Series G Preferred Stock established hereby shall rank equally in all respects and shall be subject to the following provisions:

1.             Number and Designation.  1,500,000 shares of the Preferred Stock of the Company shall be designated as Series G Preferred Stock.

2.             Rank.  The Series G Preferred Stock shall, with respect to rights on liquidation, dissolution and winding up, (i) rank senior to all classes of the Company’s common stock, $0.01 par value per share (“Common Stock”) and to each other class of capital stock of the Company or series of Preferred Stock established hereafter by the Board of Directors of the Company, the terms of which do not expressly provide that it ranks on a parity with or senior to the Series G Preferred Stock as to rights on liquidation, winding-up and dissolution of the Company (the securities in this clause (i) collectively referred to as “Junior Securities”); (ii) rank on parity with each other clas s of capital stock of the Company or series of Preferred Stock of the Company established hereafter by the Board of Directors of the Company, the terms of which expressly provide that such class or series will rank on a parity with the Series G Preferred Stock as to rights on liquidation, winding-up and dissolution (the securities in this clause (ii) collectively referred to as “Parity Securities”); and (iii) rank junior to the Company’s Series A Preferred Stock and Series C Preferred Stock and each other class of capital stock of the Company or series of Preferred Stock of the Company established hereafter by the Board of Directors of the Company, the terms of which expressly provide that such class or series will rank senior to the Series G Preferred Stock as to rights on liquidation, winding-up and dissolution (the securities in this clause (iii) collectively referred to as “Senior Securities”); provided, however, that, except with respect to the Series A Preferred Stock and the Series C Preferred Stock, the Company may not establish a class or series of Senior Securities or Parity Securities unless the Company shall have first obtained the consent of the holders of a majority of the outstanding shares of Series G Preferred Stock (“Majority Consent”) and, if necessary, the consent of the holders of a majority of any other series of Preferred Stock outstanding.  The respective definitions of Junior Securities, Parity Securities and Senior Securities shall also include any rights, options, or warrants to subscribe for, purchase, or otherwise acquire Junior Securities, Parity Securities and Senior Securities, and any indebtedness, shares or other securities convertible into or exchangeable for Junior Securities, Parity Securities and Senior Securities as the case may be.

3.              Liquidation Preference.  In accordance with, and upon the occurrence of an event described in, paragraph 4 below, the holder of each share of Series G Preferred Stock shall be entitled to receive an amount per share equal to $1.00 (which amount shall be subject to adjustment whenever there shall occur a stock split, stock dividend, combination, reclassification or other similar event involving the Series G Preferred Stock as described in paragraph 7(f)) (the “Liquidation Value”), plus any declared but unpaid dividends accrued through such date.

4.              Liquidation Rights.          (a)           In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities and after and subject to the payment in full of all amounts required to be distributed to the holders of the Senior Securities in the event of any liquidation, dissolution or winding up of the Company, the holder of each share of Series G Preferred Stock and any Parity Securities shall be entitled to receive an amount per share equal to the Liquidation Value of such share on the date of distribution, and such holders shall not be entitled to any further payment; provided, however, that upon any liquidation, dissolution or winding up of the Company, the assets of the Company, or proceeds thereof, distributable after payment in full of the Senior Securities shall be insufficient to pay in full the preferential amount aforesaid to the Series G Preferred Stock and the liquidating payments on any Parity Securities, then the assets of the Company, or the proceeds thereof, shall be distributed among the holders of shares of Series G Preferred Stock and any such Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Series G Preferred Stock and any such Parity Securities if all amounts payable thereon were paid in full.