SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2012 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2012, between Fibrocell Science, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2012 • Fibrocell Science, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (other than Intrexon Corporation) (the “Purchase Agreement”).
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • October 9th, 2012 • Fibrocell Science, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK ISSUANCE AGREEMENT (“Agreement”) is made and entered into as of October 5, 2012 (the “Effective Date”), by and among Fibrocell Science, Inc., a Delaware corporation (the “Company”) and Intrexon Corporation, a Virginia corporation (“Intrexon”).
AMENDMENT AND CONVERSION AGREEMENTAmendment and Conversion Agreement • October 9th, 2012 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This AMENDMENT AND CONVERSION AGREEMENT (this “Agreement”), dated as of October 5, 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—Context Segregated Account) (“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”).
ContractCommon Stock Purchase Warrant • October 9th, 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.
