exhibit42formofpawarrant






                                                                                  NEITHER  THIS  SECURITY  NOR  THE  SECURITIES  FOR  WHICH  THIS  SECURITY  IS  EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE  SECURITIES       ACT  OF  1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OR  PURSUANT  TO  AN  AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS.   THIS  SECURITY  AND  THE  SECURITIES  ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION  WITH  A  BONA  FIDE  MARGIN  ACCOUNT  OR  OTHER  LOAN     SECURED  BY  SUCH  SECURITIES.           PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT                            FIBROCELL SCIENCE, INC.   Warrant Shares: _______                         Issue Date:______, 2018                                                   Initial Exercise Date: _______, 2018                                                                             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  ______________  (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).  This Warrant is being issued pursuant to that certain engagement letter, date as of May 25,  2018, by and between the Company and H.C. Wainwright & Co., LLC.                Section 1.  Definitions.  Capitalized  terms  used  and  not  otherwise  defined        herein  shall  have  the  meanings  set  forth  in  that  certain  Securities  Purchase  Agreement        (the  “Purchase  Agreement”),  dated  May  29,  2018,  among  the  Company  and  the        purchasers signatory thereto.          Section 2.  Exercise.               a)    Exercise of Warrant.  Exercise of the purchase rights represented by this        Warrant  may be made, in  whole or in  part, at  any time or times on or after the  Initial        Exercise Date and on or before the Termination Date by delivery to the Company of a        duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of        the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).  Within the                                         1  \\PH - 036137/000007 - 388602 v1    





 






         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  for  the        Warrant  Shares  specified  in  the  applicable  Notice  of  Exercise  by  wire  transfer  or        cashier’s  check  drawn  on  a  United  States  bank  unless  the  cashless  exercise  procedure        specified in Section 2(c) below is specified in the applicable Notice of Exercise.  No ink-       original Notice of Exercise shall be required, nor shall any medallion guarantee (or other        type  of  guarantee  or  notarization)  of  any  Notice  of  Exercise  be  required.         Notwithstanding  anything  herein  to  the  contrary,  the  Holder  shall  not  be  required  to        physically surrender this Warrant to the Company until the Holder has purchased all of        the  Warrant  Shares  available  hereunder  and  the  Warrant  has  been  exercised  in  full, in        which  case,  the  Holder  shall  surrender  this  Warrant  to  the  Company  for  cancellation        within  three  (3)  Trading  Days  of  the  date  on  which  the  final  Notice  of  Exercise  is        delivered to the Company. Partial  exercises of this Warrant resulting in purchases of a        portion of the total number of Warrant Shares available hereunder shall have the effect of        lowering the outstanding number of Warrant Shares purchasable hereunder in an amount        equal  to  the  applicable  number  of  Warrant  Shares  purchased.   The  Holder  and  the        Company shall maintain records showing the number of Warrant Shares purchased and        the date of such purchases.  The Company shall deliver any objection to any Notice of        Exercise  within  one  (1)  Trading  Day  of  receipt  of  such  notice.  The  Holder  and  any        assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of        the provisions of this paragraph, following the purchase of a portion of the Warrant        Shares hereunder, the number of Warrant Shares available for purchase hereunder        at any given time may be less than the amount stated on the face hereof.               b)    Exercise Price.  The exercise price per share of Common Stock under this        Warrant shall be $3.679, subject to adjustment hereunder (the “Exercise Price”).               c)    Cashless Exercise. Subject to the Holder’s compliance with Section 4.15        of the Purchase Agreement, if at any time after the six-month anniversary of the  Closing        Date,  there  is  no  effective  registration  statement  registering,  or  no  current  prospectus        available for, the resale of the Warrant Shares by the Holder, then this Warrant may also        be exercised, in whole or in part, at such time by means of a “cashless exercise” in which        the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient        obtained by dividing [(A-B) (X)] by (A), where:               (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the                   date of the applicable Notice of Exercise if such Notice of Exercise is (1)                   both executed and delivered pursuant to Section 2(a) hereof on a day that is                   not a Trading Day or (2) both executed and delivered pursuant to Section                   2(a)  hereof  on  a  Trading  Day  prior  to  the  opening  of  “regular  trading                   hours”  (as  defined  in  Rule  600(b)(64)  of  Regulation  NMS  promulgated                   under the federal securities laws) on such Trading Day, (ii) at the option of                   the  Holder,  either  (y)  the  VWAP  on  the  Trading  Day  immediately                   preceding the date of the applicable Notice of Exercise or (z) the Bid Price                   of  the  Common  Stock  on  the  principal  Trading  Market  as  reported  by                   Bloomberg L.P. as of the time of the Holder’s execution of the applicable                                         2  \\PH - 036137/000007 - 388602 v1    





 






                    Notice of Exercise if such Notice of Exercise is executed during “regular                   trading  hours”  on  a  Trading  Day  and  is  delivered  within  two  (2)  hours                   thereafter (including until two (2) hours after the close of “regular trading                   hours”  on  a  Trading  Day)  pursuant  to  Section  2(a)  hereof  or  (iii)  the                   VWAP on the date of the applicable Notice of Exercise if the date of such                   Notice of Exercise is a Trading Day and such Notice of Exercise is both                   executed  and  delivered  pursuant  to  Section  2(a)  hereof  after  the  close  of                   “regular trading hours” on such Trading Day;                            (B) = the Exercise Price of this Warrant, as adjusted hereunder; and                             (X) = the number of Warrant Shares that would be issuable upon exercise of this                   Warrant in accordance with the terms of this Warrant if such exercise were                   by means of a cash exercise rather than a cashless exercise.                            “Bid Price” means, for any date, the price determined by the first of the following        clauses  that  applies:  (a)  if  the  Common  Stock  is  then  listed  or  quoted  on  a  Trading        Market,  the  bid  price  of  the  Common  Stock  for  the  time  in  question  (or  the  nearest        preceding  date)  on  the  Trading  Market  on  which  the  Common  Stock  is  then  listed  or        quoted  as  reported  by  Bloomberg  L.P.  (based  on  a  Trading  Day  from  9:30  a.m.  (New        York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a        Trading Market, the volume weighted average price of the Common Stock for such date        (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common        Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the        Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group,        Inc. (or a similar organization or agency succeeding to its functions of reporting prices),        the most recent bid price per share of the Common Stock so reported, or (d) in all other        cases,  the  fair  market  value  of  a  share  of  Common  Stock  as  determined  by  an        independent appraiser selected in good faith by the Holders of a majority in interest of the        Securities  then  outstanding  and  reasonably  acceptable  to  the  Company,  the  fees  and        expenses of which shall be paid by the Company.               “VWAP” means, for any date, the price determined by the first of the following        clauses  that  applies:  (a)  if  the  Common  Stock  is  then  listed  or  quoted  on  a  Trading        Market, the daily volume weighted average price of the Common Stock for such date (or        the nearest preceding date) on the Trading Market on which the Common Stock is then        listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.        (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is        not a Trading Market, the volume weighted average price of the Common Stock for such        date  (or  the  nearest  preceding  date)  on  OTCQB  or  OTCQX  as  applicable,  (c)  if  the        Common  Stock  is  not  then  listed  or  quoted  for  trading  on  OTCQB  or  OTCQX  and  if        prices for the Common Stock are then reported in the “Pink Sheets” published by OTC        Markets Group, Inc. (or a similar organization or agency succeeding to its functions of        reporting prices), the most recent bid price per share of the Common Stock so reported,        or (d) in all other cases, the fair market value of a share of Common Stock as determined        by an independent appraiser selected in good faith by the Holders of a majority in interest                                          3  \\PH - 036137/000007 - 388602 v1    





 






         of  the  Securities  then  outstanding  and  reasonably  acceptable  to  the  Company,  the  fees        and expenses of which shall be paid by the Company.               For the avoidance of doubt, if the Holder does not timely provide the Company        with  a  Selling  Stockholder  Questionnaire  pursuant  to  Section  4.15  of  the  Purchase        Agreement, then this Warrant shall not be eligible to be exercised via “cashless exercise”        as set forth above.               If Warrant Shares are issued in such a cashless exercise, the parties acknowledge        and  agree  that  in  accordance  with  Section  3(a)(9)  of  the  Securities  Act,  the  Warrant        Shares shall take on the characteristics of the Warrants being exercised, and the holding        period of the Warrant Shares being issued may be tacked on to the holding period of this        Warrant.  The Company agrees not to take any position contrary to this Section 2(c).               Notwithstanding  anything  herein  to  the  contrary,  on  the  Termination  Date,  this        Warrant  shall be  automatically exercised via  cashless exercise pursuant  to this  Section        2(c).                            d)    Mechanics of Exercise.                          i.   Delivery  of  Warrant  Shares  Upon  Exercise.   The  Company                    shall cause the Warrant Shares purchased hereunder to be transmitted by                    the Transfer Agent to the Holder by crediting the account of the Holder’s                    or  its  designee’s  balance  account  with  The  Depository  Trust  Company                    through its Deposit or Withdrawal at Custodian system (“DWAC”) if the                    Company is  then a participant in  such system  and either (A) there is  an                    effective  registration  statement  permitting  the  issuance  of  the  Warrant                    Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant                    Shares are eligible for resale by the Holder without volume or manner-of-                   sale limitations pursuant to  Rule 144  (assuming cashless  exercise of the                    Warrants), and otherwise by physical delivery of a certificate, registered in                    the Company’s share register in the name of the Holder or its designee, for                    the number of Warrant Shares to which the Holder is entitled pursuant to                    such exercise  to  the  address  specified  by  the  Holder  in  the  Notice  of                    Exercise by the date that is the earliest of (i) two (2) Trading Days after                    the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading                    Day  after  delivery  of  the  aggregate  Exercise  Price  to  the  Company  and                    (iii)  the  number  of  Trading  Days  comprising  the  Standard  Settlement                    Period after the delivery to the Company of the Notice of Exercise (such                    date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of                    Exercise, the Holder shall be deemed for  all corporate purposes  to  have                    become the holder of record of the Warrant Shares with respect to which                    this Warrant has been exercised, irrespective of the date of delivery of the                    Warrant  Shares,  provided  that  payment  of  the aggregate  Exercise  Price                    (other than in the case of a cashless exercise) is received by the Warrant                    Share Delivery Date.  If the Company fails for any reason to deliver to the                    Holder the Warrant Shares subject to a Notice of Exercise by the Warrant                                         4  \\PH - 036137/000007 - 388602 v1    





 






                     Share  Delivery  Date,  the  Company  shall  pay  to  the  Holder,  in  cash,  as                    liquidated  damages  and  not  as  a  penalty,  for  each  $1,000  of  Warrant                    Shares  subject  to  such  exercise  (based  on  the  VWAP  of  the  Common                    Stock on the date of the applicable Notice of Exercise), $10 per Trading                    Day  (increasing  to  $20  per  Trading  Day  on  the  fifth  Trading  Day  after                    such liquidated damages begin to accrue) for each Trading Day after such                    Warrant Share Delivery Date until such Warrant Shares are delivered or                    Holder rescinds such exercise. The Company agrees to maintain a transfer                    agent  that is  a participant in  the FAST  program so  long as  this Warrant                    remains outstanding and exercisable. As used herein, “Standard Settlement                    Period” means  the standard settlement  period, expressed in  a number of                    Trading Days, on the Company’s primary Trading Market with respect to                    the Common Stock as  in  effect  on the date of  delivery of the Notice of                    Exercise.                         ii.  Delivery  of  New  Warrants  Upon  Exercise.   If  this  Warrant                    shall have been exercised in part, the Company shall, at the request of a                    Holder and upon surrender of this Warrant, at the time of delivery of the                    Warrant Shares, deliver to the Holder a new Warrant evidencing the rights                    of the Holder to purchase the unpurchased Warrant Shares called for by                    this  Warrant,  which  new  Warrant  shall  in  all  other  respects  be  identical                    with this Warrant.                        iii.  Rescission Rights.  If the Company fails to cause the Transfer                    Agent  to  transmit  to  the  Holder  the  Warrant  Shares  pursuant  to  Section                    2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the                    right to rescind such exercise.                        iv.   Compensation  for  Buy-In  on  Failure  to  Timely  Deliver                    Warrant Shares Upon Exercise.  In addition to any other rights available to                    the Holder, if the Company fails to cause the Transfer Agent to transmit to                    the  Holder  the  Warrant  Shares  in  accordance  with  the  provisions  of                    Section  2(d)(i)  above  pursuant  to  an  exercise  on  or  before  the  Warrant                    Share Delivery Date, and if after such date the Holder is required by its                    broker  to  purchase  (in  an open  market  transaction  or  otherwise)  or  the                    Holder’s brokerage firm otherwise purchases, shares of Common Stock to                    deliver in satisfaction of a sale by the Holder of the Warrant Shares which                    the Holder anticipated receiving upon such exercise (a “Buy-In”), then the                    Company shall (A) pay in cash to the Holder the amount, if any, by which                    (x) the Holder’s total purchase price (including brokerage commissions, if                    any) for the shares of Common Stock so purchased exceeds (y) the amount                    obtained  by  multiplying (1)  the  number  of  Warrant  Shares  that  the                    Company  was  required  to  deliver  to  the  Holder  in  connection  with  the                    exercise at issue times (2) the price at which the sell order giving rise to                    such  purchase  obligation  was  executed,  and  (B)  at  the  option  of  the                    Holder, either reinstate the portion of the Warrant and equivalent number                    of Warrant Shares for which such exercise was not honored (in which case                                         5  \\PH - 036137/000007 - 388602 v1    





 






                     such  exercise  shall  be  deemed  rescinded)  or  deliver  to  the  Holder  the                    number of shares of Common Stock that would have been issued had the                    Company  timely  complied  with  its  exercise  and  delivery  obligations                    hereunder.  For example, if the Holder purchases Common Stock having a                    total  purchase  price  of  $11,000  to  cover  a  Buy-In  with  respect  to  an                    attempted  exercise of  shares  of  Common  Stock  with  an  aggregate  sale                    price giving rise to such purchase obligation of $10,000, under clause (A)                    of the immediately preceding sentence the Company shall be required to                    pay  the  Holder  $1,000.  The  Holder  shall  provide  the  Company  written                    notice indicating the amounts payable to the Holder in respect of the Buy-                   In and, upon request of the Company, evidence of the amount of such loss.                     Nothing herein shall limit a Holder’s right to pursue any other remedies                    available to it hereunder, at law or in equity including, without limitation,                    a  decree  of  specific  performance  and/or  injunctive  relief  with  respect  to                    the  Company’s  failure  to  timely  deliver  shares  of  Common  Stock  upon                    exercise of the Warrant as required pursuant to the terms hereof.                         v.   No  Fractional  Shares  or  Scrip.   No  fractional  shares  or  scrip                    representing  fractional  shares  shall  be  issued  upon  the  exercise  of  this                    Warrant.  As to any fraction of a share which the Holder would otherwise                    be  entitled  to  purchase  upon  such  exercise,  the  Company  shall,  at  its                    election, either pay a cash adjustment in respect of such final fraction in an                    amount equal to such fraction multiplied by the Exercise Price or round up                    to the next whole share.                        vi.   Charges,  Taxes  and  Expenses.   Issuance  of  Warrant  Shares                    shall be made without charge to the Holder for any issue or transfer tax or                    other incidental expense in respect of the issuance of such Warrant Shares,                    all of which taxes and expenses shall be paid by the Company, and such                    Warrant Shares shall be issued in the name of the Holder or in such name                    or names as may be directed by the Holder; provided, however, that in the                    event that Warrant Shares are to be issued in a name other than the name                    of  the  Holder,  this  Warrant  when  surrendered  for  exercise  shall be                    accompanied by the Assignment Form attached  hereto  duly  executed by                    the  Holder  and  the  Company  may  require,  as  a  condition  thereto,  the                    payment of a sum sufficient to reimburse it for any transfer tax incidental                    thereto.   The  Company  shall  pay  all  Transfer  Agent  fees  required  for                    same-day  processing  of  any  Notice  of  Exercise  and  all  fees  to  the                    Depository  Trust  Company  (or  another  established  clearing  corporation                    performing similar functions) required for same-day electronic delivery of                    the Warrant Shares.                        vii.  Closing of Books.  The Company will not close its stockholder                    books or records in any manner which prevents the timely exercise of this                    Warrant, pursuant to the terms hereof.                                          6  \\PH - 036137/000007 - 388602 v1    





 






               e)    Holder’s  Exercise  Limitations.     The  Company  shall  not  effect  any        exercise of this Warrant, and a Holder shall not have the right to exercise any portion of        this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to        such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder        (together with the Holder’s Affiliates, and any other Persons acting as a group together        with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),        would  beneficially  own  in  excess  of  the  Beneficial  Ownership  Limitation  (as  defined        below).  For purposes of the foregoing sentence, the number of shares of Common Stock        beneficially owned by the Holder and its Affiliates and Attribution Parties shall include        the  number  of  shares  of  Common  Stock  issuable  upon  exercise  of  this  Warrant  with        respect  to  which  such  determination  is  being  made,  but  shall  exclude  the  number  of        shares  of Common Stock which would be issuable upon (i) exercise of  the remaining,        nonexercised  portion  of  this  Warrant  beneficially  owned  by  the  Holder  or  any  of  its        Affiliates  or  Attribution  Parties  and  (ii)  exercise  or  conversion  of  the  unexercised  or        nonconverted  portion  of  any  other  securities  of  the  Company  (including,  without        limitation, any other  Common Stock Equivalents) subject to a limitation on conversion        or exercise analogous to the limitation contained herein beneficially owned by the Holder        or  any  of  its  Affiliates  or  Attribution  Parties.  Except  as  set  forth  in  the  preceding        sentence,  for  purposes  of  this  Section  2(e),  beneficial  ownership  shall be  calculated  in        accordance  with  Section  13(d)  of  the  Exchange  Act  and  the  rules  and  regulations        promulgated thereunder, it being acknowledged by the Holder that the Company is not        representing to the Holder that such calculation is in compliance with Section 13(d) of the        Exchange Act and the Holder is solely responsible for any schedules required to be filed        in accordance therewith.   To the extent that the limitation contained in this Section 2(e)        applies,  the  determination  of  whether  this  Warrant  is  exercisable  (in  relation  to  other        securities owned by the Holder together with any Affiliates and Attribution Parties) and        of  which  portion  of  this  Warrant  is  exercisable  shall  be  in  the  sole  discretion  of  the        Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s        determination of whether this Warrant is exercisable (in relation to other securities owned        by the Holder together with any Affiliates and Attribution Parties) and of which portion        of  this  Warrant  is  exercisable,  in  each  case  subject  to  the  Beneficial  Ownership        Limitation, and the Company shall have no obligation to verify or confirm the accuracy        of  such  determination.    In  addition,  a  determination  as  to  any  group  status  as        contemplated  above  shall  be  determined  in  accordance  with  Section  13(d)  of  the        Exchange Act and the rules and regulations promulgated thereunder.  For purposes of this        Section  2(e),  in  determining  the  number  of  outstanding  shares  of  Common  Stock,  a        Holder may rely on the number of outstanding shares of Common Stock as reflected in        (A) the Company’s most recent periodic or annual report filed with the Commission, as        the case may be, (B) a more recent public announcement by the Company or (C) a more        recent written notice by the Company or the Transfer Agent setting forth the number of        shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the        Company shall within one (1) Trading Day confirm orally and in writing to the Holder        the number of shares  of Common Stock then outstanding.  In any  case, the number of        outstanding  shares  of  Common  Stock  shall  be  determined  after  giving  effect  to  the        conversion  or  exercise  of  securities  of  the  Company,  including  this  Warrant,  by  the        Holder or its Affiliates or Attribution Parties since the date as of which such number of                                          7  \\PH - 036137/000007 - 388602 v1    





 






         outstanding  shares  of  Common  Stock  was  reported.   The  “Beneficial  Ownership        Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding        immediately after giving effect to the issuance of shares of Common Stock issuable upon        exercise  of  this  Warrant.   The  Holder,  upon  notice  to  the  Company,  may  increase  or        decrease the Beneficial  Ownership  Limitation provisions  of this  Section 2(e), provided        that the Beneficial Ownership  Limitation in  no event  exceeds  9.99% of the number of        shares of the Common Stock outstanding immediately after giving effect to the issuance        of shares of Common Stock upon exercise of this Warrant held by the Holder and the        provisions of this Section 2(e) shall continue to apply.  Any increase in  the Beneficial        Ownership Limitation will not be effective until the 61st day after such notice is delivered        to the Company.  The provisions of this paragraph shall be construed and implemented in        a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct        this paragraph (or any portion hereof) which may be defective or inconsistent with the        intended  Beneficial  Ownership  Limitation  herein  contained  or  to  make  changes  or        supplements  necessary  or  desirable  to  properly  give  effect  to  such  limitation.  The        limitations contained in this paragraph shall apply to a successor holder of this Warrant.         Section 3.  Certain Adjustments.               a)    Stock  Dividends  and  Splits.  If  the  Company,  at  any  time  while  this        Warrant  is  outstanding:  (i)  pays a  stock  dividend  or  otherwise  makes  a  distribution  or        distributions  on  shares  of  its  Common  Stock  or  any  other  equity  or  equity  equivalent        securities payable in shares of Common Stock (which, for avoidance of doubt, shall not        include  any  shares  of  Common Stock  issued  by  the  Company  upon  exercise  of  this        Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of        shares,  (iii)  combines  (including  by  way  of  reverse  stock  split)  outstanding  shares  of        Common  Stock  into  a  smaller  number of  shares,  or  (iv)  issues  by  reclassification  of        shares of the Common Stock any shares of capital stock of the Company, then in each        case the Exercise Price shall be multiplied by a fraction of which the numerator shall be        the number of shares of Common Stock (excluding treasury shares, if any) outstanding        immediately  before  such  event  and  of  which  the  denominator  shall  be  the  number  of        shares of Common Stock outstanding immediately after such event, and the number of        shares issuable upon exercise of this Warrant shall be proportionately adjusted such that        the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment        made pursuant to this Section 3(a) shall become effective immediately after the record        date for the determination of stockholders entitled to receive such dividend or distribution        and  shall  become  effective  immediately  after  the  effective  date  in  the  case  of  a        subdivision, combination or re-classification.               b)    Reserved.               c)    Subsequent Rights Offerings.  In addition to any adjustments pursuant to        Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock        Equivalents or rights to purchase stock, warrants, securities or other property pro rata to        the record holders of any class of shares of Common Stock (the “Purchase Rights”), then        the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights,        the aggregate Purchase Rights which the Holder could have acquired if the Holder had                                         8  \\PH - 036137/000007 - 388602 v1    





 






         held the number of shares of Common Stock acquirable upon complete exercise of this        Warrant  (without  regard  to  any  limitations  on  exercise  hereof,  including  without        limitation, the Beneficial Ownership Limitation) immediately before the date on which a        record  is  taken  for  the  grant,  issuance  or  sale  of  such Purchase  Rights,  or,  if  no  such        record is taken, the date as of which the record holders of shares of Common Stock are to        be determined for the grant, issue or sale of such Purchase Rights (provided, however,        that to the extent that the Holder’s right to participate in any such Purchase Right would        result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall        not  be  entitled  to  participate  in  such  Purchase  Right  to  such  extent  (or  beneficial        ownership of such shares of Common Stock as a result of such Purchase Right to such        extent) and such Purchase Right to such extent shall be held in abeyance for the Holder        until such time, if ever, as its right thereto would not result in the Holder exceeding the        Beneficial Ownership Limitation).                d)    Pro Rata Distributions.  During such time as this Warrant is outstanding, if        the Company shall declare or make any dividend (other than cash) or other distribution of        its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of        return of capital or otherwise (including, without limitation, any distribution of stock or        other  securities,  property  or  options  by  way  of  a  dividend,  spin  off,  reclassification,        corporate  rearrangement,  scheme  of  arrangement  or  other  similar  transaction)  (a        “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the        Holder  shall  be  entitled  to  participate  in  such  Distribution  to  the  same  extent  that  the        Holder would have participated therein if the Holder had held the number of shares of        Common Stock acquirable upon complete exercise of this Warrant (without regard to any        limitations  on  exercise  hereof,  including  without  limitation,  the  Beneficial  Ownership        Limitation) immediately before the date of which a record is taken for such Distribution,        or,  if  no  such  record  is  taken,  the  date  as  of  which  the  record  holders  of  shares  of        Common Stock are to be determined for the participation in such Distribution (provided,        however, that to the extent that the Holder's right to participate in any such Distribution        would  result  in  the  Holder  exceeding  the  Beneficial  Ownership  Limitation,  then  the        Holder shall not be entitled to participate in such Distribution to such extent (or in the        beneficial ownership of any shares of Common Stock as a result of such Distribution to        such extent) and the portion of such Distribution shall be held in abeyance for the benefit        of the Holder until such time, if ever, as its right thereto would not result in the Holder        exceeding the Beneficial Ownership Limitation).                 e)    Fundamental  Transaction.  If,  at  any  time  while  this  Warrant  is        outstanding, (i) the Company, directly or indirectly, in one or more related transactions        effects any merger or consolidation of the Company with or into another Person, (ii) the        Company,  directly  or  indirectly,  effects  any  sale,  lease,  license,  assignment,  transfer,        conveyance or other disposition of all or substantially all of its assets in one or a series of        related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange        offer  (whether  by  the  Company  or  another  Person)  is  completed  pursuant  to  which        holders of Common Stock are permitted to sell, tender or exchange their shares for other        securities, cash or property and has been accepted by the holders of 50% or more of the        outstanding  Common  Stock,  (iv)  the  Company,  directly  or  indirectly,  in  one  or  more        related transactions effects any reclassification, reorganization or recapitalization of the                                         9  \\PH - 036137/000007 - 388602 v1    





 






         Common Stock or any compulsory share exchange pursuant to which the Common Stock        is effectively converted into or exchanged for other securities, cash or property, or (v) the        Company, directly or indirectly, in one or more related transactions consummates a stock        or share purchase agreement or other business combination (including, without limitation,        a  reorganization,  recapitalization,  spin-off  or  scheme  of  arrangement)  with  another        Person or group of Persons whereby such other Person or group acquires more than 50%        of the outstanding shares of Common Stock (not including any shares of Common Stock        held by the other Person or other Persons making or party to, or associated or affiliated        with  the  other  Persons  making  or  party  to,  such  stock  or  share  purchase  agreement  or        other  business  combination)  (each  a  “Fundamental  Transaction”),  then,  upon  any        subsequent exercise of this Warrant, the Holder shall have the right to receive, for each        Warrant Share that would have been issuable upon such exercise immediately prior to the        occurrence of such Fundamental Transaction, at the option of the Holder (without regard        to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of        Common Stock of the successor or acquiring corporation or of the Company, if it is the        surviving corporation,  and any additional consideration (the “Alternate Consideration”)        receivable  as  a  result  of  such  Fundamental  Transaction  by  a  holder  of  the  number  of        shares of Common Stock for which this Warrant is exercisable immediately prior to such        Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise        of this Warrant).  For purposes of any such exercise, the determination of the Exercise        Price shall be appropriately adjusted to apply to such Alternate Consideration based on        the amount of Alternate Consideration issuable in respect of one share of Common Stock        in  such Fundamental  Transaction, and the Company  shall apportion  the Exercise Price        among the Alternate Consideration in a reasonable manner reflecting the relative value of        any different components of the Alternate Consideration.  If holders of Common Stock        are given any choice as to the securities, cash or property to be received in a Fundamental        Transaction,  then  the  Holder  shall  be  given  the  same  choice  as  to  the  Alternate        Consideration it receives upon any exercise of this Warrant following such Fundamental        Transaction.  Notwithstanding  anything  to  the  contrary,  in  the  event  of  a  Fundamental        Transaction (other than a Fundamental Transaction that was not approved by, or required        to  be  approved  by,  the  board  of  directors  of  the  Company,  in  which  case  the  right  to        receive cash equal to the Black Scholes Value of the remaining unexercised portion of        this Warrant described below shall not apply), the Company or any Successor Entity (as        defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or        within 30 days after, the consummation of the Fundamental Transaction (or, if later, the        date of the public announcement of the applicable Fundamental Transaction), purchase        this  Warrant  from  the Holder by paying to the  Holder an amount of  cash  equal  to  the        Black Scholes Value of the remaining unexercised portion of this Warrant on the date of        the consummation of such Fundamental Transaction.  Notwithstanding anything herein to        the  contrary,  the  Holder  may  not  require  the  Company  or  any  Successor  Entity  to        repurchase  the  Warrants  for  the  Black  Scholes  Value  solely  in  connection  with  a        Fundamental  Transaction  that  solely  is  (i)  not  approved  by  the  Company’s  board  of        directors and (ii) not within the Company’s control.  “Black Scholes Value” means the        value  of  this  Warrant  based  on  the  Black  and  Scholes  Option  Pricing  Model  obtained        from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of        consummation  of  the  applicable  Fundamental  Transaction  for  pricing  purposes  and                                          10  \\PH - 036137/000007 - 388602 v1    





 






         reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period        equal  to  the  time  between  the  date  of  the  public  announcement  of  the  applicable        Fundamental Transaction and the Termination Date, (B) an expected volatility equal to        the  greater  of  100%  and  the  100  day  volatility  obtained  from  the  HVT  function  on        Bloomberg as of the Trading Day immediately following the public announcement of the        applicable  Fundamental  Transaction,  (C)  the  underlying  price  per  share  used  in  such        calculation shall be the sum of the price per share being offered in cash, if any, plus the        value  of  any  non-cash  consideration,  if  any,  being  offered  in  such  Fundamental        Transaction and (D) a remaining option time equal to the time between the date of the        public  announcement  of  the  applicable  Fundamental  Transaction  and  the  Termination        Date.   The  payment  of  the  Black  Scholes  Value  will  be  made  by  wire  transfer  of        immediately available funds (or by delivery of such other consideration, as applicable)        within five Business Days of the Holder’s election (or, if later, on the effective date of the        Fundamental  Transaction).  The  Company  shall  cause  any  successor  entity  in  a        Fundamental Transaction  in  which  the  Company  is  not  the  survivor  (the  “Successor        Entity”) to assume in writing all of the obligations of the Company under this Warrant        and the other Transaction Documents in accordance with the provisions of this Section        3(e) pursuant to written agreements in form and substance reasonably satisfactory to the        Holder  and  approved  by  the  Holder  (without  unreasonable  delay)  prior  to  such        Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in        exchange  for  this  Warrant  a  security  of  the  Successor  Entity  evidenced  by  a  written        instrument  substantially  similar  in  form  and  substance  to  this  Warrant  which  is        exercisable  for  a  corresponding  number  of  shares  of  capital  stock  of  such  Successor        Entity  (or  its  parent entity)  equivalent  to  the  shares  of  Common  Stock  acquirable  and        receivable  upon  exercise  of  this  Warrant  (without  regard  to  any  limitations  on  the        exercise  of  this  Warrant)  prior  to  such  Fundamental  Transaction,  and  with  an  exercise        price  which  applies  the exercise  price  hereunder  to  such  shares  of  capital  stock  (but        taking into account the relative value of the shares of Common Stock pursuant to such        Fundamental Transaction and the value of such shares of capital stock, such number of        shares  of  capital  stock  and  such  exercise  price  being  for  the  purpose  of  protecting  the        economic  value  of  this  Warrant  immediately  prior  to  the  consummation  of  such        Fundamental Transaction), and which is reasonably satisfactory in form and substance to        the  Holder.  Upon  the  occurrence  of  any  such  Fundamental  Transaction,  the  Successor        Entity shall succeed to,  and be substituted for (so that from  and after the date of such        Fundamental  Transaction,  the  provisions  of  this  Warrant  and  the  other  Transaction        Documents referring to the “Company” shall refer instead to the Successor Entity), and        may  exercise  every  right  and  power  of  the  Company  and  shall  assume  all  of  the        obligations  of  the  Company  under  this  Warrant  and  the  other  Transaction  Documents        with the same effect as if such Successor Entity had been named as the Company herein.                f)    Calculations.  All  calculations  under  this  Section  3  shall  be  made  to  the        nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this        Section 3, the number of shares of Common Stock deemed to be issued and outstanding        as of a given date shall be the sum of the number of shares of Common Stock (excluding        treasury shares, if any) issued and outstanding.               g)    Notice to Holder.                                           11  \\PH - 036137/000007 - 388602 v1    





 






                         i.   Adjustment to Exercise Price. Whenever the Exercise Price is                    adjusted pursuant  to  any provision  of this  Section 3, the Company shall                    promptly deliver to the Holder by facsimile or email a notice setting forth                    the Exercise Price after such adjustment and any resulting adjustment to                    the  number  of  Warrant  Shares  and  setting  forth  a  brief  statement  of  the                    facts requiring such adjustment.                          ii.  Notice to Allow Exercise by Holder. If (A) the Company shall                    declare  a  dividend  (or  any  other  distribution  in  whatever  form)  on  the                    Common  Stock,  (B)  the  Company  shall  declare  a  special  nonrecurring                    cash dividend on or a redemption of the Common Stock, (C) the Company                    shall authorize the granting to all holders of the Common Stock rights or                    warrants  to  subscribe  for  or  purchase  any  shares  of  capital  stock  of  any                    class  or  of  any  rights,  (D)  the  approval  of  any  stockholders  of  the                    Company shall be required in connection with any reclassification of the                    Common Stock, any consolidation or merger to which the Company is a                    party,  any  sale  or  transfer  of  all  or  substantially  all  of  the  assets  of  the                    Company, or any compulsory share exchange whereby the Common Stock                    is  converted  into  other  securities,  cash  or  property,  or  (E)  the  Company                    shall  authorize  the  voluntary  or  involuntary  dissolution,  liquidation  or                    winding up of the affairs of the Company, then, in each case, the Company                    shall cause to be delivered by facsimile or email to the Holder at its last                    facsimile  number  or  email  address  as  it  shall  appear  upon  the  Warrant                    Register of the Company, at least 20 calendar days prior to the applicable                    record or effective date hereinafter specified, a notice stating (x) the date                    on  which  a  record  is  to  be  taken  for  the  purpose  of  such  dividend,                    distribution,  redemption,  rights  or  warrants,  or  if  a  record  is  not  to  be                    taken, the date as of which the holders of the Common Stock of record to                    be entitled to such dividend, distributions, redemption, rights or warrants                    are  to  be  determined  or  (y)  the  date  on  which  such  reclassification,                    consolidation,  merger,  sale,  transfer  or  share  exchange  is  expected  to                    become  effective  or  close,  and  the  date  as  of  which  it  is  expected  that                    holders of the Common Stock of record shall be entitled to exchange their                    shares  of  the  Common  Stock  for  securities,  cash  or  other  property                    deliverable upon such reclassification, consolidation, merger, sale, transfer                    or share exchange; provided that the failure to deliver such notice or any                    defect therein or in the delivery thereof shall not affect the validity of the                    corporate action required to be specified in such notice.  To the extent that                    any notice provided in this Warrant constitutes, or contains, material, non-                   public information regarding the Company or any of the Subsidiaries, the                    Company  shall  simultaneously  file  such  notice  with  the  Commission                    pursuant  to  a  Current  Report  on  Form  8-K.   The  Holder  shall  remain                    entitled to exercise this Warrant during the period commencing on the date                    of  such  notice  to  the  effective  date  of  the  event  triggering  such  notice                    except as may otherwise be expressly set forth herein.         Section 4.  Transfer of Warrant.                                         12  \\PH - 036137/000007 - 388602 v1    





 






               a) Transferability.  Pursuant to FINRA a) Rule 5110(g)(1), neither this Warrant        nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred,        assigned,  pledged  or  hypothecated,  or  be  the  subject  of  any  hedging,  short sale,        derivative, put or call transaction that would result in the effective economic disposition        of the securities by any person for a period of 180 days immediately following the date of        effectiveness or commencement of sales of the offering pursuant to which this Warrant is        being issued, except the transfer of any security:                 i.  by operation of law or by reason of reorganization of the Company;                 ii. to any FINRA member firm participating in the offering and the officers         and  partners  thereof,  if  all  securities  so  transferred  remain  subject  to  the  lock-up         restriction in this Section 4(a) for the remainder of the time period;                iii. if  the  aggregate  amount  of  securities  of  the  Company  held  by  the         underwriter and related persons do not exceed 1% of the securities being offered;                iv.  that is beneficially owned on a pro-rata basis by all equity owners of an         investment fund, provided that no participating member manages or otherwise directs         investments by the fund, and participating members in the aggregate do not own more         than 10% of the equity in the fund; or                 v.  the exercise or conversion of any security, if all securities received remain         subject  to  the  lock-up  restriction  in  this  Section  4(a)  for  the  remainder  of  the time         period.               Subject to the foregoing restriction and subject to compliance with any applicable  securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section  4.1  of  the  Purchase  Agreement,  this  Warrant  and  all  rights  hereunder  (including,  without  limitation,  any registration rights) are transferable, in  whole or in  part,  upon surrender of this  Warrant at the principal office of the Company or its designated agent, together with a written  assignment of this Warrant substantially in the form attached hereto duly executed by the Holder  or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of  such transfer.  Upon such surrender and, if required, such payment, the Company shall execute  and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,  and in the denomination or denominations specified in such instrument of assignment, and shall  issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and  this Warrant shall promptly be cancelled.  Notwithstanding anything herein to the contrary, the  Holder  shall  not  be  required  to  physically  surrender  this  Warrant  to  the  Company  unless  the  Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant  to  the Company  within  two  (2)  Trading  Days  of  the  date  on  which  the  Holder  delivers  an  assignment  form  to  the  Company  assigning  this  Warrant  in  full.  The  Warrant,  if  properly  assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant  Shares without having a new Warrant issued.               b)    New  Warrants.  This  Warrant  may  be  divided  or  combined  with  other        Warrants upon presentation hereof at the aforesaid office of the Company, together with a                                          13  \\PH - 036137/000007 - 388602 v1    





 






         written notice specifying the names and denominations in which new Warrants are to be        issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section        4(a),  as  to  any  transfer  which  may  be  involved  in  such  division  or  combination,  the        Company  shall  execute  and  deliver  a  new  Warrant  or  Warrants  in  exchange  for  the        Warrant  or  Warrants  to  be  divided  or  combined  in  accordance  with  such  notice.  All        Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant        and  shall  be  identical  with  this  Warrant  except  as to  the  number  of  Warrant  Shares        issuable pursuant thereto.                c)    Warrant Register. The Company shall register this Warrant, upon records        to be maintained by the Company for that purpose (the “Warrant Register”), in the name        of the record Holder hereof from time to time.  The Company may deem and treat the        registered  Holder  of  this  Warrant  as  the  absolute  owner  hereof  for  the  purpose  of  any        exercise hereof or any distribution to the Holder, and for all other purposes, absent actual        notice to the contrary.               d)    Transfer  Restrictions.  If,  at  the  time  of  the  surrender  of  this  Warrant  in        connection  with  any  transfer  of  this  Warrant,  the  transfer  of  this  Warrant  shall  not  be        either  (i)  registered  pursuant  to  an  effective  registration  statement  under  the  Securities        Act  and  under  applicable  state  securities  or  blue  sky  laws  or  (ii)  eligible  for  resale        without volume or manner-of-sale restrictions or current public information requirements        pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,        that  the  Holder  or  transferee  of  this  Warrant,  as  the  case  may  be,  comply  with  the        provisions of Section 5.7 of the Purchase Agreement.               e)    Representation  by  the  Holder.   The  Holder,  by  the  acceptance  hereof,        represents and warrants that it is acquiring this Warrant and, upon any exercise hereof,        will acquire the Warrant Shares issuable upon such exercise, for its own account and not        with a view to or for distributing or reselling such Warrant Shares or any part thereof in        violation of the Securities Act or any applicable state securities law, except pursuant to        sales registered or exempted under the Securities Act.         Section 5.  Miscellaneous.               a)    No  Rights  as  Stockholder  Until  Exercise;  No  Settlement  in  Cash.   This        Warrant does not entitle the Holder to any voting rights, dividends or other rights as a        stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i),        except  as  expressly  set  forth  in  Section  3.   Without  limiting  the  rights  of  a  Holder  to        receive  Warrant  Shares  on  a  “cashless  exercise,”  and  to  receive  the  cash  payments        contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be        required to net cash settle a Warrant exercise.                 b)    Loss,  Theft,  Destruction  or  Mutilation  of  Warrant.  The  Company        covenants that upon receipt by the Company of evidence reasonably satisfactory to it of        the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to        the  Warrant  Shares,  and  in  case  of  loss,  theft  or  destruction,  of  indemnity  or  security        reasonably  satisfactory  to  it  (which,  in  the  case  of  the  Warrant,  shall  not  include  the                                          14  \\PH - 036137/000007 - 388602 v1    





 






         posting  of  any  bond),  and  upon  surrender  and  cancellation  of  such  Warrant  or  stock        certificate,  if  mutilated,  the  Company  will  make  and  deliver  a  new  Warrant  or stock        certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock        certificate.               c)    Saturdays,  Sundays,  Holidays,  etc.   If  the  last  or  appointed  day  for  the        taking of any action or the expiration of any right required or granted herein shall not be a        Business Day, then, such action may be taken or such right may be exercised on the next        succeeding Business Day.               d)    Authorized Shares.                             The  Company  covenants  that,  during  the  period  the  Warrant  is              outstanding,  it  will  reserve  from  its  authorized  and  unissued  Common  Stock  a              sufficient  number  of  shares  to  provide  for  the  issuance  of  the  Warrant  Shares              upon  the  exercise  of  any  purchase  rights  under  this  Warrant.   The  Company              further covenants that its issuance of this Warrant shall constitute full authority to              its officers who are charged with the duty of issuing the necessary Warrant Shares              upon the exercise of the purchase rights under this Warrant.  The Company will              take all such reasonable action as may be necessary to assure that such Warrant              Shares may be issued as provided herein without violation of any applicable law              or  regulation,  or  of  any  requirements  of  the  Trading  Market  upon  which  the              Common Stock may be listed.  The Company covenants that all Warrant Shares              which may be issued upon the exercise of the purchase rights represented by this              Warrant  will,  upon  exercise  of  the  purchase  rights  represented  by  this  Warrant              and payment for such Warrant Shares in accordance herewith, be duly authorized,              validly  issued,  fully  paid  and  nonassessable  and  free  from  all  taxes,  liens  and              charges created by the Company in respect of the issue thereof (other than taxes in              respect of any transfer occurring contemporaneously with such issue).                       Except  and  to  the  extent  as  waived  or  consented  to  by  the  Holder,  the              Company  shall  not  by  any  action,  including,  without  limitation,  amending  its              certificate  of  incorporation  or  through  any  reorganization,  transfer  of  assets,              consolidation,  merger,  dissolution,  issue  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 in good faith assist in the carrying              out of all such terms and in the taking of all such actions as may be necessary or              appropriate  to  protect  the  rights  of  Holder  as  set  forth  in  this  Warrant  against              impairment.  Without limiting the generality of the foregoing, the Company will              (i) not  increase the par  value of any Warrant  Shares  above the amount payable              therefor upon such exercise immediately prior to such increase in par value, (ii)              take all such action as may be necessary or appropriate in order that the Company              may validly and legally issue fully paid and nonassessable Warrant Shares upon              the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain              all such authorizations, exemptions or consents from any public regulatory body              having  jurisdiction  thereof,  as  may  be,  necessary  to  enable  the  Company  to              perform its obligations under this Warrant.                                         15  \\PH - 036137/000007 - 388602 v1    





 






                     Before  taking  any  action  which  would  result  in  an  adjustment  in  the              number of Warrant Shares for which this Warrant is exercisable or in the Exercise              Price, the Company shall obtain all such authorizations or exemptions thereof, or              consents thereto, as may be necessary from any public regulatory body or bodies              having jurisdiction thereof.               e)    Jurisdiction.  All  questions  concerning  the  construction,  validity,        enforcement and interpretation of this Warrant shall be determined in accordance with the        provisions of the Purchase Agreement.                 f)    Restrictions.  The Holder acknowledges that the Warrant Shares acquired        upon  the  exercise  of  this  Warrant,  if  not  registered,  and  the  Holder  does  not  utilize        cashless  exercise,  will  have  restrictions  upon  resale  imposed  by  state  and  federal        securities laws.               g)    Nonwaiver and Expenses.  No course of dealing or any delay or failure to        exercise any right hereunder on the part of Holder shall operate as a waiver of such right        or  otherwise  prejudice  the  Holder’s  rights,  powers  or  remedies.   Without  limiting  any        other provision of this Warrant or the Purchase Agreement, if the Company willfully and        knowingly  fails  to  comply  with  any  provision  of  this  Warrant,  which  results  in  any        material damages to the Holder, the Company shall pay to the Holder such amounts as        shall  be  sufficient  to  cover  any  costs  and  expenses  including,  but  not  limited  to,        reasonable  attorneys’  fees,  including  those  of  appellate  proceedings,  incurred  by  the        Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its        rights, powers or remedies hereunder.               h)    Notices.  Any notice, request or other document required or permitted to        be given or delivered to the Holder by the Company shall be delivered to the address for        the Holder in the Warrant Register.               i)    Limitation  of  Liability.   No  provision  hereof,  in  the  absence  of  any        affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and        no  enumeration  herein  of  the  rights  or  privileges  of  the  Holder,  shall  give  rise  to  any        liability of the Holder for the purchase price of any Common Stock or as a stockholder of        the Company, whether such liability is asserted by the Company or by creditors of the        Company.               j)    Remedies.  The Holder, in addition to being entitled to exercise all rights        granted by law, including recovery of damages, will be entitled to specific performance        of its rights under this Warrant.  The Company agrees that monetary damages would not        be  adequate  compensation  for  any  loss  incurred  by  reason  of  a  breach  by  it  of  the        provisions of this Warrant and hereby agrees to waive and not to assert the defense in any        action for specific performance that a remedy at law would be adequate.               k)    Successors  and  Assigns.   Subject  to  applicable  securities  laws,  this        Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and        be binding upon the successors and permitted assigns of the Company and the successors                                          16  \\PH - 036137/000007 - 388602 v1    





 






         and permitted assigns of Holder.  The provisions of this Warrant are intended to be for        the benefit of any Holder from time to time of this Warrant and shall be enforceable by        the Holder or holder of Warrant Shares.               l)    Amendment.  This Warrant may be modified or amended or the provisions        hereof waived with the written consent of the Company and the Holder.               m)    Severability.  Wherever possible, each provision of this Warrant shall be        interpreted in such manner as to be effective and valid under applicable law, but if any        provision  of  this  Warrant  shall  be  prohibited  by  or  invalid  under  applicable  law,  such        provision  shall  be  ineffective  to  the  extent  of  such  prohibition  or  invalidity,  without        invalidating the remainder of such provisions or the remaining provisions of this Warrant.               n)    Headings.  The headings used in this Warrant are for the convenience of        reference only and shall not, for any purpose, be deemed a part of this Warrant.                                  ********************                                                                       (Signature Page Follows)                                                               17  \\PH - 036137/000007 - 388602 v1    





 






                 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed  by its officer thereunto duly authorized as of the date first above indicated.                                                                        FIBROCELL SCIENCE, INC.                                                                                                      By:__________________________________________                                       Name:                                       Title:                                                                            18  \\PH - 036137/000007 - 388602 v1    





 






                                           NOTICE OF EXERCISE    TO:   FIBROCELL SCIENCE, INC.                (1) The  undersigned  hereby  elects  to  purchase  ________  Warrant Shares  of  the  Company  pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the  exercise price in full, together with all applicable transfer taxes, if any.               (2) Payment shall take the form of (check applicable box):                     [  ] in lawful money of the United States; or                     [  ] if permitted the cancellation of such number of Warrant Shares as is necessary, in                    accordance with the formula set forth in subsection 2(c), to exercise this Warrant with                    respect  to  the  maximum  number  of  Warrant  Shares  purchasable  pursuant  to  the                    cashless exercise procedure set forth in subsection 2(c).               (3) Please issue said Warrant Shares in the name of the undersigned or in such other name as  is specified below:                     _______________________________                        The Warrant Shares shall be delivered to the following DWAC Account Number:                      _______________________________                                        _______________________________                                        _______________________________                  (4)   Accredited  Investor.   The  undersigned  is  an  “accredited investor”  as  defined  in  Regulation D promulgated under the Securities Act of 1933, as amended.    [SIGNATURE OF HOLDER]          Name of Investing Entity: ________________________________________________________________________  Signature of Authorized Signatory of Investing Entity: _________________________________________________  Name of Authorized Signatory: ___________________________________________________________________  Title of Authorized Signatory: ____________________________________________________________________  Date: ________________________________________________________________________________________                                    \\PH - 036137/000007 - 388602 v1    





 






                                                                     EXHIBIT B                                        ASSIGNMENT FORM    (To assign the foregoing Warrant, execute this form and supply required information.  Do not use this  form to purchase shares.)   FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to  Name:                                                                                                                   (Please Print)   Address:                                                                                                                (Please Print)   Phone Number:                           ______________________________________   Email Address:                          ______________________________________   Dated: _______________ __, ______          Holder’s Signature:                        Holder’s Address:                                     \\PH - 036137/000007 - 388602 v1