Fibrocell Science, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2017 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
Fibrocell Science, Inc. a Delaware corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) (i) an aggregate of (a) [·] shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and (b) pre-funded warrants to purchase [·] shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) warrants to purchase [·] shares of Common Stock (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional [·] shares of Common Stock (the “Option Shares”) and/or warrants to purchase up to an aggregate of [·] shares of Common Stock (the “Option Warrants” and, together with the Option
