EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") dated as of September 5, 2003, but effective as of July 15, 2003, is by and between Isolagen Technologies, Inc., a Delaware corporation (together with its...Employment Agreement • September 12th, 2003 • Isolagen Inc • Pharmaceutical preparations • Texas
earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price...Fibrocell Science, Inc. • July 5th, 2018 • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2011 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2011, 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”).
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN FINANCIAL HOLDING, INC., ISO ACQUISITION CORP., ISOLAGEN TECHNOLOGIES, INC., GEMINI IX, INC., AND WILLIAM K. BOSS, JR., OLGA MARKO AND DENNIS MCGILL DATED AS OF AUGUST 1, 2001 TABLE OF...Agreement and Plan of Merger • August 22nd, 2001 • American Financial Holding Inc /De • Life insurance • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2010 • Fibrocell Science, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2010, between Fibrocell Science, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENT FOR WILLIAM K. BOSS, JR. AMENDMENT #1 FEBRUARY 28, 2002Executive Employment Agreement • September 12th, 2003 • Isolagen Inc • Pharmaceutical preparations • Texas
COMMON STOCK PURCHASE WARRANT FIBROCELL SCIENCE, INC.Fibrocell Science, Inc. • December 11th, 2017 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on (1) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fibrocell Science, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT:Assignment Agreement • February 6th, 2001 • American Financial Holding Inc /De • Life insurance • Utah
ContractFibrocell Science, Inc. • October 9th, 2012 • 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.
and-Isolagen Inc • September 12th, 2003 • Pharmaceutical preparations • England and Wales
par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • January 21st, 2016 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
Fibrocell Science, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2010 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 2010, 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”).
EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") dated as of September 5, 2003, is by and between Isolagen Technologies, Inc., a Delaware corporation (together with its subsidiaries, the "Company" or...Employment Agreement • September 12th, 2003 • Isolagen Inc • Pharmaceutical preparations • Texas
The following exhibit is the form of Indemnification Agreement entered into with Tim L. Hansen, Ray P. Brown and Dr. Chelton Feeny as Indemnitees. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered into effective as...Indemnification Agreement • February 6th, 2001 • American Financial Holding Inc /De • Life insurance • Delaware
andRights Agreement • May 15th, 2006 • Isolagen Inc • Pharmaceutical preparations • Delaware
11,000,000 Shares Fibrocell Science, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2013 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
Fibrocell Science, Inc., a Delaware corporation (the “Company”), proposes to sell 11,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 1,650,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is entered into effective the 22nd day of January, 2001, by and among AMERICAN FINANCIAL HOLDING, INC., a Delaware corporation (the "Company"), and the persons, whether natural persons or...Purchase Agreement • March 14th, 2001 • American Financial Holding Inc /De • Life insurance • Delaware
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”).
satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof. “Commission” means the United States Securities and Exchange Commission. “Common Stock” means the common stock of the Company, par value $0.001 per...Securities Purchase Agreement • May 31st, 2018 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
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.
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 14th, 2009 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2009, 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”).
THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.Fibrocell Science, Inc. • March 8th, 2017 • Pharmaceutical preparations • New York
This Warrant is issued pursuant to that certain Securities Purchase Agreement dated March 7, 2017 by and among the Company and the other parties signatory thereto (the “Purchase Agreement”) and is one of a series of similar warrants issued pursuant to that Purchase Agreement (all such warrants are referred to herein collectively as, the “Warrants”). The original issuance of this Warrant and the Warrant Shares issuable upon exercise of this Warrant have been registered by the Company with the Securities and Exchange Commission pursuant to a Registration Statement on Form S-3 (File No. 333-209077) (the “Registration Statement”). In addition, the Warrant Shares issuable upon exercise of this Warrant are subject to the terms of a Registration Rights Agreement, dated September 7, 2016, by and among the Company and the parties thereto. Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.
COMMON STOCK PURCHASE WARRANT FIBROCELL SCIENCE, INC.Fibrocell Science, Inc. • August 4th, 2011 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fibrocell Science, Inc., a Delaware corporation (the “Company”), up to _____ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof. “Commission” means the United States Securities and Exchange Commission. “Common Stock” means the common stock of the Company, par value $0.001 per...Securities Purchase Agreement • July 5th, 2018 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT FIBROCELL SCIENCE, INC.Fibrocell Science, Inc. • May 15th, 2012 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined herein) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fibrocell Science, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2011 • Fibrocell Science, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 3, 2011, between Fibrocell Science, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2006 • Isolagen Inc • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 5, 2006 (the “Effective Date”), is by and between Isolagen, Inc., a Delaware corporation (together with its subsidiaries, the "Company” or “Isolagen"), and Nicholas L. Teti, an individual residing in Santa Barbara, California (the "Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2010 • Fibrocell Science, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 16, 2010, between Fibrocell Science, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
7,714,156 Shares of Common Stock Pre-Funded Warrants to Purchase 5,922,208 Shares of Common Stock and Warrants to Purchase 13,636,364 Shares of Common Stock Fibrocell Science, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2017 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
EXHIBIT 10.13 INTELLECTUAL PROPERTY PURCHASE AGREEMENT DATED AS OF JANUARY 31, 2003, BY AND BETWEEN ISOLAGEN TECHNOLOGIES, INC., A DELAWARE CORPORATION, AS "PURCHASER",Intellectual Property Purchase Agreement • October 24th, 2003 • Isolagen Inc • Pharmaceutical preparations • Delaware
COMMON STOCK PURCHASE WARRANT FIBROCELL SCIENCE, INC.Fibrocell Science, Inc. • November 24th, 2009 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fibrocell Science, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXCLUSIVE CHANNEL COLLABORATION AGREEMENTExclusive Channel Collaboration Agreement • April 1st, 2013 • Fibrocell Science, Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Agreement”) is made and entered into effective as of October 5, 2012 (the “Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”), and FIBROCELL SCIENCE, INC., a Delaware corporation having its principal place of business at 405 Eagleview Boulevard, Exton, PA 19341 (“Fibrocell”). Intrexon and Fibrocell may be referred to herein individually as a “Party”, and collectively as the “Parties.”
SECOND AMENDMENT TO EXCLUSIVE CHANNEL COLLABORATION AGREEMENTExclusive Channel Collaboration Agreement • January 13th, 2014 • Fibrocell Science, Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT is entered into as of this 10th day of January, 2014 and serves to amend the Exclusive Channel Collaboration Agreement entered into by and between Intrexon Corporation (“Intrexon”) and Fibrocell Science, Inc. (“Fibrocell”), on October 5, 2012 and first amended on June 28, 2013 (as amended, the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2008 • Isolagen Inc • Pharmaceutical preparations • Pennsylvania
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 11, 2008, is by and between Isolagen, Inc., a Delaware corporation (together with its subsidiaries, the “Company” or “Isolagen”), and Todd J. Greenspan, an individual residing in Hockessin, Delaware (the “Executive”).
