Exhibit 10.2





Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




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”).



This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof, between the Company and each Purchaser (the “Purchase Agreement”).




The Company and each Purchaser hereby agrees as follows:




1. Definitions.



Capitalized terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:




“Advice” shall have the meaning set forth in Section 6(d).




“Effectiveness Date” means, with respect to the Initial Registration Statement
required to be filed hereunder, the 120th calendar day following the date hereof and, with
respect to any additional Registration Statements which may be required pursuant to Section
2(c) or Section 3(c), the 60th calendar day following the date on which an additional
Registration Statement is required to be filed hereunder; provided,
however, that in the event the Company is notified by the Commission that one or
more of the above Registration Statements will not be reviewed or is no longer subject to
further review and comments, the Effectiveness Date as to such Registration Statement shall
be the fifth Trading Day following the date on which the Company is so notified if such
date precedes the dates otherwise required above, provided, further, if such Effectiveness
Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the
next succeeding Trading Day.




“Effectiveness Period” shall have the meaning set forth in Section 2(a).




“Event” shall have the meaning set forth in Section 2(d).




“Event Date” shall have the meaning set forth in Section 2(d).




“Filing Date” means, with respect to the Initial Registration Statement
required hereunder, the 30th calendar day following the date hereof and, with respect to
any additional Registration Statements which may be required pursuant
to Section 2(c) or Section 3(c), the earliest practical date on which the Company is
permitted by SEC Guidance to file such additional Registration Statement related to the
Registrable Securities.


 


 









 






“Holder” or “Holders” means the holder or holders, as the case may be,
from time to time of Registrable Securities.




“Indemnified Party” shall have the meaning set forth in Section 5(c).




“Indemnifying Party” shall have the meaning set forth in Section 5(c).




“Initial Registration Statement” means the initial Registration Statement
filed pursuant to this Agreement.




“Losses” shall have the meaning set forth in Section 5(a).




“Plan of Distribution” shall have the meaning set forth in Section 2(a).




“Prospectus” means the prospectus included in a Registration Statement
(including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in such
Prospectus.




“Registrable Securities” means, as of any date of determination, (a) all
Shares, (b) all Warrant Shares then issuable upon exercise of the Warrants (assuming on
such date the Warrants are exercised in full without regard to any exercise limitations
therein), (c) any additional shares of Common Stock issuable in connection with any
anti-dilution provisions in the Warrants (in each case, without giving effect to any
limitations on exercise set forth in the Warrants) and (d) any securities issued or then
issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing; provided, however, that any such
Registrable Securities shall cease to be Registrable Securities (and the Company shall not
be required to maintain the effectiveness of any, or file another, Registration Statement
hereunder with respect thereto) for so long as (a) a Registration Statement with respect to
the sale of such Registrable Securities is declared effective by the Commission under the
Securities Act and such Registrable Securities have been disposed of by the Holder in
accordance with such effective Registration Statement, (b) such Registrable Securities have
been previously sold in accordance with Rule 144, or (c) such securities become eligible
for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth
in a written opinion letter to such effect, addressed, delivered and acceptable to the
Transfer Agent and the affected Holders (assuming that such securities and any securities
issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such
securities were issued or are issuable, were at no time held by any Affiliate of the
Company, and all Warrants are exercised by “cashless exercise” as provided in Section 2(c)
of each of the Warrants), as reasonably determined by the Company, upon the advice of
counsel to the Company.



 


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“Registration Statement” means any registration statement required to be filed
hereunder pursuant to Section 2(a) and any additional registration statements contemplated
by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and
supplements to any such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in any such registration statement.




“Rule 415” means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having substantially the
same purpose and effect as such Rule.




“Rule 424” means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having substantially the
same purpose and effect as such Rule.




“Selling Stockholder Questionnaire” shall have the meaning set forth in
Section 3(a).




“SEC Guidance” means (i) any publicly-available written or oral guidance of
the Commission staff, or any comments, requirements or requests of the Commission staff and
(ii) the Securities Act.




2. Shelf Registration.




(a) On or prior to each Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all of the Registrable
Securities that are not then registered on an effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415. Each Registration
Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible
to register for resale the Registrable Securities on Form S-3, in which case such
registration shall be on another appropriate form in accordance herewith, subject to the
provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in
interest of the Holders) substantially the “Plan of Distribution” attached hereto
as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration


 


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Statement filed under this Agreement (including, without limitation, under Section 3(c)) to
be declared effective under the Securities Act as promptly as possible after the filing
thereof, but in any event no later than the applicable Effectiveness Date, and shall use
its best efforts to keep such Registration Statement continuously effective under the
Securities Act until all Registrable Securities covered by such Registration Statement (i)
have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or
manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the
Company to be in compliance with the current public information requirement under Rule 144,
as determined by the counsel to the Company pursuant to a written opinion letter to such
effect, addressed and acceptable to the Transfer Agent and the affected Holders (the
“Effectiveness Period”). The Company shall telephonically request effectiveness of
a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall
immediately notify the Holders via facsimile or by e-mail of the effectiveness of a
Registration Statement on the same Trading Day that the Company telephonically confirms
effectiveness with the Commission, which shall be the date requested for effectiveness of
such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading
Day after the effective date of such Registration Statement, file a final Prospectus with
the Commission as required by Rule 424. Failure to so notify the Holder within one (1)
Trading Day of such notification of effectiveness or failure to file a final Prospectus as
foresaid shall be deemed an Event under Section 2(d).




(b) Notwithstanding the registration obligations set forth in Section 2(a), if the
Commission informs the Company that all of the Registrable Securities cannot, as a result
of the application of Rule 415, be registered for resale as a secondary offering on a
single registration statement, the Company agrees to promptly inform each of the Holders
thereof and use its commercially reasonable efforts to file amendments to the Initial
Registration Statement as required by the Commission, covering the maximum number of
Registrable Securities permitted to be registered by the Commission, on Form S-3 or such
other form available to register for resale the Registrable Securities as a secondary
offering, subject to the provisions of Section 2(e); provided, however,
that prior to filing such amendment, the Company shall be obligated to use diligent efforts
to advocate with the Commission for the registration of all of the Registrable Securities
in accordance with the SEC Guidance, including without limitation, Compliance and
Disclosure Interpretation 612.09.




(c) Notwithstanding any other provision of this Agreement, if the Commission or any
SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to
be registered on a particular Registration Statement as a secondary offering (and
notwithstanding that the Company used diligent efforts to advocate with the Commission for
the registration of all or a greater portion of Registrable Securities), unless otherwise
directed in writing by
a Holder as to its Registrable Securities, the number of Registrable Securities to be
registered on such Registration Statement will be reduced as follows:




	 	a.	 	First, the Company shall reduce or eliminate any securities to be
included by any Person other than a Holder; and







	 	b.	 	Second, the Company shall reduce Registrable Securities represented
by Warrant Shares (applied, in the case that some Warrant Shares may be
registered, to the Holders on a pro rata basis based on the total number of
unregistered Warrant Shares held by such Holders).







In the event of a cutback hereunder, the Company shall give the Holder at least five (5)
Trading Days prior written notice along with the calculations as to such Holder’s
allotment. In the event the Company amends the Initial Registration Statement in
accordance with the foregoing, the Company will use its best efforts to file with the
Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or
to registrants of securities in general, one or more registration statements on Form S-3 or
such other form available to register for resale those Registrable Securities that were not
registered for resale on the Initial Registration Statement, as amended.



 


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(d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing
Date (if the Company files the Initial Registration Statement without affording the Holders
the opportunity to review and comment on the same as required by Section 3(a) herein, the
Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails
to file with the Commission a request for acceleration of a Registration Statement in
accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act,
within five Trading Days of the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that such Registration Statement will not be
“reviewed” or will not be subject to further review, or (iii) prior to the effective date
of a Registration Statement, the Company fails to file a pre-effective amendment and
otherwise respond in writing to comments made by the Commission in respect of such
Registration Statement within twenty (20) calendar days after the receipt of comments by or
notice from the Commission that such amendment is required in order for such Registration
Statement to be declared effective, or (iv) a Registration Statement registering for resale
all of the Registrable Securities is not declared effective by the Commission by the
Effectiveness Date of the Initial Registration Statement, or (v) after the effective date
of a Registration Statement, such Registration Statement ceases for any reason to remain
continuously effective as to all Registrable Securities included in such Registration
Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to
resell such Registrable Securities, for more than ten (10) consecutive Trading Days or more
than an aggregate of fifteen (15) Trading Days (which need not be consecutive Trading Days)
during any 12-month period (any such failure or breach being referred to as an
“Event”, and for purposes of clauses
(i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the
date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii)
the date which such twenty (20) calendar day period is exceeded, and for purpose of clause
(v) the date on which such ten (10) or fifteen (15) Trading Day period, as applicable, is
exceeded being referred to as “Event Date”), then, in addition to any other rights
the Holders may have hereunder or under applicable law, on each such Event Date and on each
monthly anniversary of each such Event Date (if the applicable Event shall not have been
cured by such date) until the applicable Event is cured, the Company shall pay to each
Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the
product of (1) the product of (A) 2.0% multiplied by (B) the quotient of (I) the number of
such Holder’s Registrable Securities that are not then covered by a Registration Statement
that is then effective and available for use by such Holder divided by (II) the total
number of such Holder’s Registrable Securities multiplied by (2) the aggregate purchase
price paid by such Holder pursuant to the Purchase Agreement; provided,
however, that, in the event that none of such Holder’s Registrable Securities are
then covered by a Registration Statement that is effective and available for use by such
Holder, the quotient of (I) divided by (II) in clause (1)(B) herein shall be deemed to
equal 1. Notwithstanding anything herein to the contrary, if the Commission or any SEC
Guidance requires a reduction in the number of Registrable Securities permitted to be
registered on a particular Registration Statement as contemplated in Section 2(c),
liquidated damages shall not accrue on the Registrable Securities that are subject to such
reduction. If the Company fails to pay any partial liquidated damages pursuant to this
Section in full within seven days after the date payable, the Company will pay interest
thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be
paid by applicable law) to the Holder, accruing daily from the date such partial liquidated
damages are due until such amounts, plus all such interest thereon, are paid in full. The
partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata
basis for any portion of a month prior to the cure of an Event.




(e) If Form S-3 is not available for the registration of the resale of Registrable
Securities hereunder, the Company shall (i) register the resale of the Registrable
Securities on another appropriate form and (ii) undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, provided that the Company shall
maintain the effectiveness of the Registration Statement then in effect until such time as
a Registration Statement on Form S-3 covering the Registrable Securities has been declared
effective by the Commission.


 


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3. Registration Procedures.



In connection with the Company’s registration obligations hereunder, the Company shall:




(a) Not less than five (5) Trading Days prior to the filing of each Registration
Statement and not less than one (1) Trading Day prior to the filing of any related
Prospectus or any amendment or supplement thereto (including any document that would be
incorporated or deemed to be incorporated therein by reference), the Company shall (i)
furnish to each Holder copies of all such documents proposed to be filed, which documents
(other than those incorporated or deemed to be incorporated by reference) will be subject
to the review of such Holders, and (ii) cause its officers and directors, counsel and
independent registered public accountants to respond to such inquiries as shall be
necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a
reasonable investigation within the meaning of the Securities Act. Notwithstanding the
above, the Company shall not be obligated to provide the Holders advance copies of any
universal shelf registration statement registering securities in addition to those required
hereunder, or any Prospectus prepared thereto. The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto to which the
Holders of a majority of the Registrable Securities shall reasonably object in good faith,
provided that, the Company is notified of such objection in writing no later than five (5)
Trading Days after the Holders have been so furnished copies of a Registration Statement or
one (1) Trading Day after the Holders have been so furnished copies of any related
Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the
Company a completed questionnaire in the form attached to this Agreement as Annex B
(a “Selling Stockholder Questionnaire”) on a date that is not less than two (2)
Trading Days prior to the Filing Date or by the end of the second (2nd) Trading Day
following the date on which such Holder receives draft materials in accordance with this
Section.




(b) (i) Prepare and file with the Commission such amendments, including post-effective
amendments, to a Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep a Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with
the Commission such additional Registration Statements in order to register for resale
under the Securities Act all of the Registrable Securities, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to
the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to
Rule 424, (iii) respond as promptly as reasonably possible to any comments received from
the Commission with respect to a Registration Statement or any amendment thereto and
provide as promptly as reasonably possible to the Holders notice of receipt of such
correspondence from and to the Commission relating to a Registration Statement (provided
that, upon request from a Holder, the Company shall provide true and complete copies of all
such correspondence to such Holder but the Company shall excise any information contained
therein which would constitute material non-public information regarding the Company or any
of its Subsidiaries), and (iv) comply in all material respects with the applicable
provisions of the Securities Act and the Exchange Act with respect to
the disposition of all Registrable Securities covered by a Registration Statement
during the applicable period in accordance (subject to the terms of this Agreement) with
the intended methods of disposition by the Holders thereof set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented.


 


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(c) Subject to SEC Guidance, if during the Effectiveness Period, the number of
Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file as soon as
reasonably practicable, but in any case prior to the applicable Filing Date, an additional
Registration Statement covering the resale by the Holders of not less than the number of
such Registrable Securities.




(d) Notify the Holders of Registrable Securities to be sold (which notice shall,
pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day
prior to such filing) and (if requested by any such Person) confirm such notice in writing
no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is proposed
to be filed, (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on such
Registration Statement, and (C) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any request by the
Commission or any other federal or state governmental authority for amendments or
supplements to a Registration Statement or Prospectus or for additional information, (iii)
of the issuance by the Commission or any other federal or state governmental authority of
any stop order suspending the effectiveness of a Registration Statement covering any or all
of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv)
of the receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for sale
in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose,
(v) of the occurrence of any event or passage of time that makes the financial statements
included in a Registration Statement ineligible for inclusion therein or any statement made
in a Registration Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires any
revisions to a Registration Statement, Prospectus or other documents so that, in the case
of a Registration Statement or the Prospectus, as the case may be, it will not contain any
untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and (vi) of the occurrence or existence of any
pending corporate development with respect to the Company that the Company believes may be
material and that, in the determination of the
Company, makes it not in the best interest of the Company to allow continued
availability of a Registration Statement or Prospectus, provided, however,
in no event shall any such notice contain any information which would constitute material,
non-public information regarding the Company or any of its Subsidiaries.


 


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(e) Use its best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order stopping or suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable
moment.




(f) Furnish to each Holder, without charge, at least one conformed copy of each such
Registration Statement and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by reference to
the extent requested by such Person, and all exhibits to the extent requested by such
Person (including those previously furnished or incorporated by reference) promptly after
the filing of such documents with the Commission; provided, that any such item which is
available on the EDGAR system (or successor thereto) need not be furnished in physical
form.




(g) Subject to the terms of this Agreement, the Company hereby consents to the use of
such Prospectus and each amendment or supplement thereto by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by such
Prospectus and any amendment or supplement thereto, except after the giving of any notice
pursuant to Section 3(d).




(h) The Company shall cooperate with any broker-dealer through which a Holder proposes
to resell its Registrable Securities in effecting a filing with the FINRA Corporate
Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the
Company shall pay the filing fee required by such filing within two (2) Business Days of
request therefor.




(i) Prior to any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from the Registration or
qualification) of such Registrable Securities for the resale by the Holder under the
securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep each registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other acts or
things reasonably necessary to enable the disposition in such jurisdictions of the
Registrable Securities covered by each Registration Statement; provided, that, the Company
shall not be required to qualify generally to do business in any jurisdiction where it is
not then so qualified, subject the Company to any material tax in any such
jurisdiction where it is not then so subject or file a general consent to service of
process in any such jurisdiction.


 


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(j) If requested by a Holder, cooperate with such Holder to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be
delivered to a transferee pursuant to a Registration Statement, which certificates shall be
free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in such names
as any such Holder may request.




(k) Upon the occurrence of any event contemplated by Section 3(d), as promptly as
reasonably possible under the circumstances taking into account the Company’s good faith
assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective
amendment, to a Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, neither a Registration Statement nor
such Prospectus will contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. If the Company
notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to
suspend the use of any Prospectus until the requisite changes to such Prospectus have been
made, then the Holders shall suspend use of such Prospectus. The Company will use its best
efforts to ensure that the use of the Prospectus may be resumed as promptly as is
practicable. The Company shall be entitled to exercise its right under this Section 3(k)
to suspend the availability of a Registration Statement and Prospectus, subject to the
payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a
period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month
period.




(l) Comply with all applicable rules and regulations of the Commission.




(m) The Company is currently not eligible to use Form S-3. If the Company becomes
eligible to use Form S-3, the Company shall use its best efforts to maintain eligibility
for use of Form S-3 (or any successor form thereto) for the registration of the resale of
Registrable Securities.




(n) The Company may require each selling Holder to furnish to the Company a certified
statement as to the number of shares of Common Stock beneficially owned by such Holder and,
if required by the Commission, the natural persons thereof that have voting and dispositive
control over the shares. During any periods that the Company is unable to meet its
obligations hereunder
with respect to the registration of the Registrable Securities solely because any
Holder fails to furnish such information within three Trading Days of the Company’s
request, any liquidated damages that are accruing at such time as to such Holder only shall
be tolled and any Event that may otherwise occur solely because of such delay shall be
suspended as to such Holder only, until such information is delivered to the Company.


 


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4. Registration Expenses. All fees and expenses incident to the performance of or
compliance with, this Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and
filing fees (including, without limitation, fees and expenses of the Company’s counsel and
independent registered public accountants) (A) with respect to filings made with the Commission,
(B) with respect to filings required to be made with any Trading Market on which the Common Stock
is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws
reasonably agreed to by the Company in writing (including, without limitation, fees and
disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions
of the Registrable Securities) and (D) if not previously paid by the Company in connection with an
Issuer Filing, with respect to any filing that may be required to be made by any broker through
which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule
5110, so long as the broker is receiving no more than a customary brokerage commission in
connection with such sale, (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities), (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and
expenses incurred in connection with the listing of the Registrable Securities on any securities
exchange as required hereunder. In no event shall the Company be responsible for any broker or
similar commissions of any Holder or, except to the extent provided for in the Transaction
Documents, any legal fees or other costs of the Holders.



5. Indemnification.




(a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the officers,
directors, members, partners, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to perform under
a margin call of Common Stock), investment advisors and employees (and any other Persons
with a functionally equivalent role of a Person holding such titles, notwithstanding a lack
of such title or any other title) of each of them, each Person who controls any such Holder (within
the


 


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meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, members, stockholders, partners, agents and employees (and any other
Persons with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title) of each such controlling Person,
to the fullest extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’
fees) and expenses (collectively, “Losses”), as incurred, arising out of or
relating to (1) any untrue or alleged untrue statement of a material fact contained in a
Registration Statement, any Prospectus or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or supplement thereto, in
light of the circumstances under which they were made) not misleading or (2) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act or any state
securities law, or any rule or regulation thereunder, in connection with the performance of
its obligations under this Agreement, except to the extent, but only to the extent, that
(i) such untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use therein,
including in such Holder’s Selling Stockholder Questionnaire, or to the extent that such
information relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, such Prospectus or in any amendment or
supplement thereto (it being understood that the Holder has approved Annex A hereto for
this purpose) or (ii) in the case of an occurrence of an event of the type specified in
Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise
unavailable Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior
to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and
to the extent that following the receipt of the Advice the misstatement or omission giving
rise to such Loss would have been corrected. The Company shall notify the Holders promptly
of the institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is aware. Such
indemnity shall remain in full force and effect regardless of any investigation made by or
on behalf of such indemnified person and shall survive the transfer of any Registrable
Securities by any of the Holders in accordance with Section 6(h).


 


11









 






(b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees,
each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees
of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, to the
extent arising out of or based solely upon: (x) such Holder’s failure to comply with any
applicable prospectus delivery requirements of the Securities Act through no fault of the
Company or (y) any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading (i) to the extent, but only to the extent, that
such untrue statement or omission is contained in any information so furnished in writing
by such Holder to the Company expressly for inclusion in such Registration Statement or
such Prospectus, including in such Holder’s Selling Stockholder Questionnaire, or (ii) to
the extent, but only to the extent, that such information relates to such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and expressly approved in
writing by such Holder expressly for use in a Registration Statement (it being understood
that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any
amendment or supplement thereto or (iii) in the case of an occurrence of an event of the
type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to
the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after
the Company has notified such Holder in writing that the Prospectus is outdated, defective
or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of
the Advice contemplated in Section 6(d), but only if and to the extent that following the
receipt of the Advice the misstatement or omission giving rise to such Loss would have been
corrected. In no event shall the liability of any selling Holder under this Section 5(b)
be greater in amount than the dollar amount of the net proceeds received by such Holder
upon the sale of the Registrable Securities giving rise to such indemnification obligation.




(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought
or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have
the right to assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that, the failure of any Indemnified Party to
give such notice shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have materially and adversely prejudiced
the Indemnifying Party.


 


12









 






An Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the
Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the
Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and
to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding,
or (3) the named parties to any such Proceeding (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified
Party shall reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing that it
elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and the
reasonable fees and expenses of no more than one separate counsel shall be at the expense
of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending Proceeding in
respect of which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.




Subject to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred in
connection with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within
ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the
Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such
fees and expenses applicable to such actions for which such Indemnified Party is finally
determined by a court of competent jurisdiction (which determination is not subject to
appeal or further review) not to be entitled to indemnification hereunder.




(d) Contribution. If the indemnification under Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable
by such Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such


 


13









 






Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of any Losses
shall be deemed to include, subject to the limitations set forth in this Agreement, any
reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to such party in
accordance with its terms.




The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d),
no Holder shall be required to contribute pursuant to this Section 5(d), in the aggregate,
any amount in excess of the amount by which the net proceeds actually received by such
Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the
amount of any damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.




The indemnity and contribution agreements contained in this Section are in addition to
any liability that the Indemnifying Parties may have to the Indemnified Parties.



6. Miscellaneous.



(a) Remedies. In the event of a breach by the Company or by a Holder of any of their
respective obligations under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this
Agreement. Each of the Company and each Holder agrees that monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it shall not assert or shall waive the defense that a remedy
at law would be adequate.



(b) No Piggyback on Registrations; Prohibition on Filing Other Registration
Statements. Except as set forth on Schedule 6(b) attached hereto, neither the Company
nor any of its security holders (other than the Holders in such capacity pursuant hereto) may
include securities of the Company in any Registration Statements other than the Registrable
Securities. The Company shall not file any other registration statements until all Registrable
Securities are registered pursuant to a Registration Statement that is declared effective by the
Commission, provided that this Section 6(b) (i) shall not prohibit the Company from filing
amendments to registration statements filed prior to the date of this Agreement and (ii) shall not
prohibit the Company from filing a shelf registration statement on Form S-3 for a primary offering
by the Company, provided that
the Company makes no offering of securities pursuant to such shelf registration statement
prior to the effective date of the Registration Statement required hereunder that includes all of
the Registrable Securities.


 


14









 





(c) Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities pursuant to a
Registration Statement.



(d) Discontinued Disposition. By its acquisition of Registrable Securities, each
Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the
kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in
writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may
have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure
that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees
and acknowledges that any periods during which the Holder is required to discontinue the
disposition of the Registrable Securities hereunder shall be subject to the provisions of Section
2(d).



(e) Piggy-Back Registrations. If, at any time during the Effectiveness Period, there
is not an effective Registration Statement covering all of the Registrable Securities and the
Company shall determine to prepare and file with the Commission a registration statement relating
to an offering for its own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in connection with the
Company’s stock option or other employee benefit plans, then the Company shall deliver to each
Holder a written notice of such determination and, if within fifteen days after the date of the
delivery of such notice, any such Holder shall so request in writing, the Company shall include in
such registration statement all or any part of such Registrable Securities such Holder requests to
be registered; provided, however, that the Company shall not be required to
register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale
pursuant to Rule 144 (without volume restrictions or current public information requirements)
promulgated by the Commission pursuant to the Securities Act or that are the subject of a then
effective Registration Statement.



(f) Amendments and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holders of 51% or more of the then outstanding Registrable Securities
(for purposes of clarification, this includes any Registrable Securities issuable upon exercise or
conversion of any Security). If a Registration Statement does not register all of the Registrable
Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then
the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all


 


15









 






Holders and each Holder shall have the right to designate which of its Registrable Securities shall
be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates exclusively to the rights
of a Holder or some Holders and that does not directly or indirectly affect the rights of other
Holders may be given only by such Holder or Holders of all of the Registrable Securities to which
such waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with the provisions of
the first sentence of this Section 6(f). No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.



(g) Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.



(h) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and shall inure to the
benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding
Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and
to the Persons as permitted under Section 5.7 of the Purchase Agreement.



(i) No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has
entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the
date of this Agreement, enter into any agreement with respect to its securities, that would have
the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor
any of its Subsidiaries has previously entered into any agreement granting any registration rights
with respect to any of its securities to any Person that have not been satisfied in full.



(j) Execution and Counterparts. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data
file (or similar data file), such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or “.pdf” (or similar data file) signature page were an original thereof.


 


16









 





(k) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be determined in accordance with the provisions of the
Purchase Agreement.



(l) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive
of any other remedies provided by law.



(m) Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



(n) Headings. The headings in this Agreement are for convenience only, do not
constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions
hereof.



(o) Independent Nature of Holders’ Obligations and Rights. The obligations of each
Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and
no Holder shall be responsible in any way for the performance of the obligations of any other
Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any other kind of group
or entity, or create a presumption that the Holders are in any way acting in concert or as a group
or entity with respect to such obligations or the transactions contemplated by this Agreement or
any other matters, and the Company acknowledges that the Holders are not acting in concert or as a
group, and the Company shall not asset any such claim, with respect to such obligations or
transactions. Each Holder shall be entitled to protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall not be necessary for any other
Holder to be joined as an additional party in any proceeding for such purpose. The use of a single
agreement with respect to the obligations of the Company contained was solely in the control of the
Company, not the action or decision of any Holder, and was done solely for the convenience of the
Company and not because it was required or requested to do so by any Holder. It is expressly
understood and agreed that each provision contained in this Agreement is between the Company and a
Holder, solely, and not between the Company and the Holders collectively and not between and among
Holders.



********************






 


17









 






(Signature Pages Follow)




 


18









 







IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	FIBROCELL SCIENCE, INC.	 	 
	 
	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Pernock	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






[SIGNATURE PAGE OF HOLDERS FOLLOWS]




 


 









 







[SIGNATURE PAGE OF HOLDERS TO FCSC RRA]




Name of Holder:                                                             




Signature of Authorized Signatory of Holder:                                                             




Name of Authorized Signatory:                                                             




Title of Authorized Signatory:                                                             




[SIGNATURE PAGES CONTINUE]




 


 









 







Annex A




Plan of Distribution




Each Selling Stockholder (the “Selling Stockholders”) of the securities and any of
their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of
their securities covered hereby on the OTC Bulletin Board or any other stock exchange, market or
trading facility on which the securities are traded or in private transactions. These sales may be
at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following
methods when selling securities:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;

	 
	 	•	 	block trades in which the broker-dealer will attempt to sell the securities as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;

	 
	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for
its account;

	 
	 	•	 	an exchange distribution in accordance with the rules of the applicable
exchange;

	 
	 	•	 	privately negotiated transactions;

	 
	 	•	 	settlement of short sales entered into after the effective date of the
registration statement of which this prospectus is a part;

	 
	 	•	 	in transactions through broker-dealers that agree with the Selling Stockholders
to sell a specified number of such securities at a stipulated price per security;

	 
	 	•	 	through the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;

	 
	 	•	 	a combination of any such methods of sale; or

	 
	 	•	 	any other method permitted pursuant to applicable law.






The Selling Stockholders may also sell securities under Rule 144 under the Securities Act of
1933, as amended (the “Securities Act”), if available, rather than under this prospectus.


 


 









 





Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from the Selling
Stockholders (or, if any broker-dealer acts as agent for the
purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA IM-2440.



In connection with the sale of the securities or interests therein, the Selling Stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the securities in the course of hedging the positions they assume.
The Selling Stockholders may also sell securities short and deliver these securities to close out
their short positions, or loan or pledge the securities to broker-dealers that in turn may sell
these securities. The Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of securities offered by
this prospectus, which securities such broker-dealer or other financial institution may resell
pursuant to this prospectus (as supplemented or amended to reflect such transaction).



The Selling Stockholders and any broker-dealers or agents that are involved in selling the
securities may be deemed to be “underwriters” within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has
informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).



The Company is required to pay certain fees and expenses incurred by the Company incident to
the registration of the securities. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.



Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the
Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act
including Rule 172 thereunder. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than under this prospectus. The Selling Stockholders have advised us that there is no underwriter
or coordinating broker acting in connection with the proposed sale of the resale securities by the
Selling Stockholders.


 


2









 





We agreed to keep this prospectus effective until the earlier of (i) the date on which the
securities may be resold by the Selling Stockholders without registration and without regard to any
volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company
to be in compliance with the current public information under Rule 144 under the Securities Act or
any other rule of similar effect or
(ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale securities will be sold only
through registered or licensed brokers or dealers if required under applicable state securities
laws. In addition, in certain states, the resale securities covered hereby may not be sold unless
they have been registered or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.



Under applicable rules and regulations under the Exchange Act, any person engaged in the
distribution of the resale securities may not simultaneously engage in market making activities
with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of securities of the
common stock by the Selling Stockholders or any other person. We will make copies of this
prospectus available to the Selling Stockholders and have informed them of the need to deliver a
copy of this prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).



 


3









 







Annex B




FIBROCELL SCIENCE, INC.




Selling Stockholder Notice and Questionnaire




The undersigned beneficial owner of common stock (the “Registrable Securities”) of
Fibrocell Science, Inc., a Delaware corporation (the “Company”), understands that the
Company has filed or intends to file with the Securities and Exchange Commission (the
“Commission”) a registration statement (the “Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended (the
“Securities Act”), of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request
at the address set forth below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.



Certain legal consequences arise from being named as a selling stockholder in the Registration
Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of
being named or not being named as a selling stockholder in the Registration Statement and the
related prospectus.



NOTICE




The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities
hereby elects to include the Registrable Securities owned by it in the Registration Statement.


 


 









 





The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate:



QUESTIONNAIRE





	1.	 	Name.







	 	(a)	 	Full Legal Name of Selling Stockholder







 





	 	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities are held:







 





	 	(c)	 	Full Legal Name of Natural Control Person (which means a natural person who
directly or indirectly alone or with others has power to vote or dispose of the
securities covered by this Questionnaire):







 





	2.	 	Address for Notices to Selling Stockholder:






 





 





 





	 	 	 
	Telephone:
	 	 






	 	 	 
	Fax:
	 	 






	 	 	 
	Contact Person:
	 	 







	3.	 	Broker-Dealer Status:







	 	(a)	 	Are you a broker-dealer?






Yes o           No o





	 	(b)	 	If “yes” to Section 3(a), did you receive your Registrable Securities as
compensation for investment banking services to the Company?






Yes o           No o




	 	 	 
	Note:

	 	If “no” to Section 3(b), the Commission’s staff has indicated that
you should be identified as an underwriter in the Registration
Statement.





 


 









 






	 	(c)	 	Are you an affiliate of a broker-dealer?






Yes o           No o





	 	(d)	 	If you are an affiliate of a broker-dealer, do you certify that you purchased
the Registrable Securities in the ordinary course of business, and at the time of the
purchase of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the Registrable
Securities?






Yes o           No o




	 	 	 
	Note:

	 	If “no” to Section 3(d), the Commission’s staff has indicated that
you should be identified as an underwriter in the Registration
Statement.







	4.	 	Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.







Except as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement.




	 	(a)	 	Type and Amount of other securities beneficially owned by the Selling
Stockholder:







 





 








 


 









 











	5.	 	Relationships with the Company:







Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.




State any exceptions here:




 





 




The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective.



By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 5 and the inclusion of such information in the
Registration Statement and the related prospectus and any amendments or supplements thereto. The
undersigned understands that such information will be relied upon by the Company in connection with
the preparation or amendment of the Registration Statement and the related prospectus and any
amendments or supplements thereto.



IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	Beneficial Owner:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 






PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE,
AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: