ContractWarrant Agreement • June 1st, 2012 • Fibrocell Science, Inc. • Pharmaceutical preparations
THIS WARRANT IS ISSUED IN EXCHANGE FOR THE 12.5% PROMISSORY NOTE ORIGINALLY ISSUED ON SEPTEMBER 3, 2009 BY THE COMPANY TO THE HOLDER (AS SUCH TERMS ARE DEFINED BELOW), WITHOUT ANY ADDITIONAL CONSIDERATION. FOR PURPOSES OF RULE 144, THIS WARRANT SHALL BE DEEMED TO HAVE BEEN ISSUED ON SUCH DATE.
EXCHANGE AGREEMENTExchange Agreement • June 1st, 2012 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This EXCHANGE AGREEMENT (the “Agreement”), dated as of June 1, 2012, is entered into by and among Fibrocell Science, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Context Partners Fund, L.P. (“Context”), Focus Managed Accounts Fund Ltd. (“Focus”), Deerfield Special Situations Fund, L.P. (“Deerfield”), Deerfield Special Situations Fund International, Ltd. (“Deerfield International”) and Akanthos Arbitrage Master Fund, L.P. (“Akanthos”, and together with Context, Focus, Deerfield and Deerfield International, the “Holders”, and each individually a “Holder”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 1st, 2012 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTY, dated as of June 1, 2012 (this “Guaranty”), made by each of the undersigned direct and indirect Subsidiaries of the Company (as defined below) (together with any other entities that may become a party hereto as provided herein, individually and collectively, the “Guarantors”, and together with the Company, the “Debtors”), in favor of the Holders (including such Holders’ successors, transferees and assigns, the “Holders”) signatory to the Exchange Agreement (as defined below).
