Warrant



 Exhibit 4.5 
 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED
UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. 
  

			
	June 11, 2007	 	Void After June 11, 2017


ADVANCED BIOHEALING, INC. 
 WARRANT TO PURCHASE SHARES OF CAPITAL STOCK 
 This Warrant (the
“Warrant”) is issued to Kevin Rakin (the “Holder”) by Advanced BioHealing, Inc., a Delaware corporation (the “Company”) pursuant to the Employment Agreement between the Holder
and the Company dated February 23, 2007. 
 1. Purchase of Shares. Subject to the terms and conditions hereinafter
set forth and set forth in the Agreement, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company up to
148,939 shares of the Company’s Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”). The shares of Series C Preferred Stock issuable pursuant to this Section 1 (the
“Shares”) shall be subject to adjustment pursuant to Section 8. 
 2. Exercise Price. The
purchase price for each Share shall be $3.61623, subject to adjustment pursuant to Section 8, and such price, as adjusted from time to time, is herein referred to as the “Exercise Price.” 

3. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the period commencing on the date hereof and
ending on the earlier of (i) June 11, 2017 and (ii) the closing of a Sale Transaction (as defined in the Amended and Restated Certificate of Incorporation of the Company). 

4. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the Holder
may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: 
 (a) the
surrender of this Warrant, together with a duly executed Subscription Notice in the form attached hereto, to the Secretary of the Company at its principal office; and 
 (b) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. 







 5. Net Exercise. In lieu of cash exercising this Warrant, the Holder may elect to
receive Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder
a number of Shares computed using the following formula: 
  

							
		 		 	 Y (A - B)
	  	
		 	 X =
	 	A	  	

  

			
	Where	  	
		
	X =	  	The number of Shares to be issued to the Holder.
		
	Y =	  	The number of Shares purchasable under this Warrant.
		
	A =	  	The fair market value of one Share.
		
	B =	  	The Exercise Price (as adjusted to the date of such calculation).

 For purposes of this Section 5, the fair market value of the Shares shall mean the average of the closing bid and asked prices of the Shares quoted in the over-the-counter market in which the Shares
are traded or the closing price quoted on any exchange on which the Shares are listed, whichever is applicable, as published in The Wall Street Journal, for the ten (10) trading days prior to the date of determination of fair market
value (or such shorter period of time during which such stock was traded over-the-counter or on such exchange). If the Shares are not traded on the over-the-counter market or on an exchange, the fair market value shall be the price per Share that
the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued shares, as such price shall be determined in good faith by the Company’s Board of Directors. 

6. Certificates for Shares. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the
number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within five (5) days of the delivery of the Subscription Notice. 
 7. Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issuance thereof. 
 8. Adjustment of Exercise Price and Number of Shares.
The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows: 
 (a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Warrant subdivide the class of equity securities issuable upon exercise of this
Warrant, by split-up or otherwise, or combine such securities, or issue additional shares of its capital stock as a dividend with respect to such securities, the number of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the
total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or
as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. 

  
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 (b) Reclassification, Reorganization and Consolidation. In the case of any
reclassification, capital reorganization or change in the class of equity securities issuable upon exercise of this Warrant (other than as a result of a subdivision, combination or stock dividend provided for in Section 8(a) above), then, as a
condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right
at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such
reclassification, reorganization or change by a holder of the same number of Shares as were purchasable by the Holder immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions shall be made with
respect to the rights and interests of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall
be made to the Exercise Price, provided the aggregate purchase price shall remain the same. 
 (c) Notice of Adjustment.
When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Shares or other
securities or property thereafter purchasable upon exercise of this Warrant. 
 (d) Other Action Affecting Shares. In the
event that the Company shall make a distribution in respect of the Shares that is not elsewhere described in this Section 8, the Holder shall be entitled, upon exercise of this Warrant, to receive from the Company its pro rata share of any such
distribution such that the Holder receives, upon exercise of this Warrant, the same type and amount of property which such Holder would have received if such Holder had exercised this Warrant immediately prior to such distribution or the date the
Company shall take a record of the holders of its shares for purposes of such distribution, as applicable, and, from and after the date of such distribution, the Company shall hold and set aside (or cause to be held and set aside in a commercially
reasonable manner) an amount of such property equal to the Holder’s pro rata portion thereof for distribution to the Holder pursuant hereto. 
 9. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company
shall make a cash payment therefor on the basis of the fair market value thereof then in effect. 
 10. Representations and
Warranties of the Holder. The Holder represents and warrants to the Company that: 
 (a) Warrant and any Shares that may be
acquired by the Holder as a result of the exercise of this Warrant shall be acquired by the Holder for the Holder’s own account for investment purposes and not with a view to, or for sale in connection with, any distribution. The Holder does
not presently have any contract, undertaking or agreement with any person or entity to sell, transfer or grant participation rights to any other person or entity with respect to this Warrant or any Shares that may be acquired by the Holder as a
result of the exercise of this Warrant. 

  
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 (b) The Holder is an “accredited investor” within the meaning of Rule 501(a)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”). 
 (c) The Holder
acknowledges and agrees that this Warrant and any Shares that may be acquired by the Holder as a result of the exercise of this Warrant must be held indefinitely unless registered under the Securities Act or an exemption from such registration is
available. The Holder had been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permit limited resale of securities purchased in a private placement subject to the
satisfaction of certain conditions. The Holder understands that no public market now exists for any securities issued by the Company and that a public market may never exist for this Warrant or the Shares. 

(d) The Holder resides at the following address: 14 Side Hill Road, Westport, Connecticut 06880. 

11. Successors and Assigns. The terms and provisions of this Warrant and the Agreement shall inure to the benefit of, and be
binding upon, the Company and the Holder and their respective successors and assigns. 
 12. Amendments and Waivers. Any
term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the holders of a
majority in interest of the Shares issued or issuable upon exercise of all Warrants issued under the Agreement, even without the consent of the Holder. Any amendment or waiver effected in accordance with this Section 12 shall be binding upon
each holder of each such Warrant and any shares of capital stock purchased under any such Warrant and the Company. The Holder acknowledges that, by the operation of this Section 12, the holders of a majority in interest of the Shares issued or
issuable upon exercise of all Warrants issued under the Agreement shall have the right and power to diminish or eliminate all rights of the Holder under this Warrant. 
 13. Governing Law. This Warrant shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, as applicable to contracts executed and delivered in New
York between New York residents and which are to be performed wholly within New York, without regard to principles of conflicts of law except with respect to matters of law concerning the internal corporate affairs of any corporation which is a
party to or the subject of this Warrant, which matters shall be governed by the law of the jurisdiction under which such corporation derives its powers. 
 14. No Impairment. The Company shall not by any action, including, without limitation, through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times carry out of all such terms and take all such actions as may be necessary or appropriate to
protect the rights of the Holder against impairment. 
 [Signature on following page] 

  
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 IN WITNESS WHEREOF, each of Advanced BioHealing, Inc. and the Holder has caused this Warrant
to Purchase Shares of Capital Stock to be duly executed and delivered by its proper and duly authorized officer or other authorized person (as applicable) as of the date first written above. 

 

					
	Company:
	
	ADVANCED BIOHEALING, INC.
		
	By:	 	     /s/ Gerald F. Vovis

		 	Name:	 	Gerald F. Vovis
		 	Title:	 	Vice President & General Manager
	
	Holder:
	
	KEVIN RAKIN
		
	By:	 	     /s/ Kevin Rakin

		 	Name:	 	Kevin Rakin
		 	Title:	 	


  
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 SUBSCRIPTION NOTICE 
 Advanced BioHealing, Inc. 
 Attention: Corporate Secretary 

The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant to Purchase Shares of Capital Stock issued by
Advanced BioHealing, Inc. and held by the undersigned,                      shares of Series C Preferred Stock, par value $0.001 per share, of
Advanced BioHealing, Inc. 
 Please check one of the following: 

 

	 	 ̈	Payment of the exercise price per share, in the total amount of $            , required under such
Warrant accompanies this Subscription Notice. 

  

	 	 ̈	The undersigned elects to purchase the aforementioned shares pursuant to the cashless exercise provision in Section 5 of the Warrant. 


Unless the Warrant is being exercised pursuant to the cashless-exercise provision in Section 5 of the Warrant, the undersigned
hereby represents and warrants that the representations and warranties set forth in Section 10 of the Warrant are true and correct with respect to the undersigned as though made by the undersigned on and as of the date hereof. 

 

							
		 	 KEVIN RAKIN
	  	
				
		 	By:	 	  
	  	
		 		 	Title:	  	
		 		 	Address:	  	


  
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