AGREEMENT AND PLAN OF MERGER by and among CASTLE CREEK PHARMACEUTICAL HOLDINGS, INC., CASTLE CREEK MERGER CORP. and FIBROCELL SCIENCE, INC. Dated as of September 12, 2019Agreement and Plan of Merger • September 13th, 2019 • Fibrocell Science, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2019 (this "Agreement"), is made by and among Castle Creek Pharmaceutical Holdings, Inc., a Delaware corporation ("Parent"), Castle Creek Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Fibrocell Science, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
CONSENT AND TERMINATION AGREEMENTConsent and Termination Agreement • September 13th, 2019 • Fibrocell Science, Inc. • Pharmaceutical preparations • Delaware
THIS CONSENT AND TERMINATION AGREEMENT (hereinafter referred to as this “Agreement”) is made and entered into as of September 12, 2019 by and among Castle Creek Pharmaceutical Holdings, Inc., a Delaware corporation (“Parent”), Fibrocell Science, Inc., a Delaware corporation (the “Company”), the undersigned securityholders of the Company (collectively the “Securityholders” and each individually, a “Securityholder”), and Castle Creek Merger Corp., a Delaware corporation (“Merger Sub”).
COMPANY SECURITYHOLDER VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 13th, 2019 • Fibrocell Science, Inc. • Pharmaceutical preparations • Delaware
THIS COMPANY SECURITYHOLDER VOTING AND SUPPORT AGREEMENT (hereinafter referred to as this “Agreement”) is made and entered into as of September 12, 2019 by and between Castle Creek Pharmaceutical Holdings, Inc., a Delaware corporation (“Parent”), on the one hand, and MSD Credit Opportunity Master Fund, L.P. a Cayman exempted limited partnership (the “Securityholder”), on the other hand.
