exv10w15






Exhibit 10.15




	 	 	 
	INVESTMENT BANKING AGREEMENT
	 	EXECUTION COPY





September 1, 2009




Mr. Declan Daly

Chief Operating Officer

Fibrocell Science, Inc.

405 Eagleview Boulevard

Exton, PA 19341




RE: Engagement Letter



Dear Mr. Daly:



This letter agreement (this “Agreement”) confirms Fibrocell Science Inc.’s (the “Company”)
engagement of John Carris Investments LLC, a New York limited liability company (“John Carris”)
and Viriathus Holdings LLC, Viriathus Capital LLC Series only and not the LLC generally or any
other series of the LLC therein, a Delaware series limited liability company (“Viriathus”),
collectively (the “Agents”) as investment bankers, financial advisors and consultants of the
Company and sets forth the terms and conditions pursuant to which the Agents shall perform in said
capacity.





	 	1.	 	Retention: Subject to the terms and conditions of this Agreement, the Company hereby
engages the Agents to act on behalf of the Company as its exclusive investment bankers,
financial advisors and consultants commencing on the date hereof and continuing for a
period of twelve (12) months hereafter (the “Engagement” or “Exclusive Period”). This
Agreement shall automatically renew for an additional twelve (12) month period unless the
Company provides notice to cancel this Agreement within ninety (90) days of the expiration
of this Agreement. A carve-out of the exclusive right during the Exclusive Period shall be
granted by the Agents provided that they are able to participate as co-arrangers or
co-placement agents in any financing transaction proposed during the Exclusive Period.






	 	2.	 	Services: During the Engagement and subject to the terms and conditions herein, the
Agents agree to provide financial services consisting of: (i) evaluating the Company’s
requirements for funding growth and expansion of the Company’s operations; (ii) advising
the Company as to alternative modes and sources of financing; (iii) analyzing the impact
of business decisions, policies, and practices on the value of the Company’s business and
securities; (iv) increasing the public exposure of the Company through introductions to
institutions, brokers and the investment community, and (v) bringing to the attention of
the Company possible business opportunities and evaluating business opportunities
generally, whether or not the Agents or others originate such opportunities. The Agents
agree to devote such time, attention, and energy as may be necessary to perform the
services hereunder. The Company expressly acknowledges and agrees that nothing herein
shall be construed, however, to require the Agents to (i) provide a minimum number of
hours of service to the Company or to limit the right of the Agents to perform similar
services for the benefit of persons or entities other than the Company, (ii) commit to
purchase securities of the Company or secure financing on behalf of the Company by third
parties, (iii) ensure that any potential investor(s) introduced to the Company by the
Agents will execute final agreements with the Company, or (iv) guaranty the obligations of
any investor(s) introduced to the Company by the Agents under any final agreements with
such investor(s).





			
	 	 	 
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	 	3.	 	Remuneration: For undertaking the Engagement and for other good and valuable
consideration, including but not limited to, the substantial benefit the Company will derive
from the ability to announce its relationship with the Agents, the Company agrees as follows:






	 	a.	 	Retainer: Upon the execution of this Agreement, the Company shall issue to
the Agents
or their assignees stock options to purchase one-million (1,000,000) shares of common
stock at US$0.75 per share for a period of five years (the “Options”), which Option is
attached hereto as Exhibit A.
	 
	 	b.	 	Placement Fees: The Agents shall receive an aggregate cash placement fee
equal to
10% of the total purchase price of the securities sold in the first financing, to be
completed prior to September 30,2009, following the execution of this Agreement (the
“Initial Financing”), and 8% of the total purchase price of the securities sold in any
other
transaction to investors introduced by the Agents, including all amounts placed in an
escrow account or payable in the future (including future issuances resulting from anti
dilution provisions) and all amounts paid or payable upon exercise, conversion or
exchange of such securities received or receivable directly by the Company (“Aggregate
Consideration”) in any placement of the securities in connection with the Agents’
efforts
hereunder. Such consideration paid in cash shall be paid directly to the Agents out of
escrow, as and when such consideration is paid to the Company. The Company shall
also pay to the Agents in cash an amount aggregate equal to 10% (or 8% with respect to
all transactions other than the Initial Financing) of the cash proceeds received
(directly
or indirectly) from the exercise of any Investor Warrants issued in the Transaction by
the
holders of those Warrants. All amounts paid to the Agents shall be divided equally
between Viriathus and John Carris.
	 
	 	c.	 	Placement Warrants: On each closing date on which Aggregate Consideration is
paid or
becomes payable, the Company shall issue to the Agents warrants (the “Placement
Warrants”) in an aggregate amount equal to 10% of the aggregate consideration raised
by the Agents; provided such percentage shall be 8% with respect to all transactions
other than the Initial Financing. The exercise price of the Placement Warrants shall
equal to the lower of (i) the lower price (to any investor(s)) at which any units of
the
Company is or may be sold in such placement or upon the conversion, exercise or
exchange of such securities, or (ii) the closing bid price of the Company’s common
shares on the trading date immediately prior to the relevant closing date. The
Warrants
shall be exercisable immediately after the date of issuance, and shall expire 5 years
after
the date of issuance, unless otherwise extended by the Company. The Warrants shall
include a cashless exercise provision and will be non-redeemable and provide for
automatic exercise upon expiration. The exercise price of the Warrants shall be
subject
to full-ratchet anti-dilution protection. The Warrants shall have piggy-back
registration
rights. The Warrants shall be transferable, subject only to the securities laws, by
the
holders thereof. The Agents represent, covenant and agree that they will obtain the
Warrants for investment purposes for their own account only and will not sell, offer
to
sell, distribute or offer to distribute, the Warrants or securities of the Company
into
which the Warrants are convertible, without being registered under the Securities Act
of
1933, as amended.





			
	 	 	 
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	 	d.	 	Tail Period: The company shall and shall have caused its affiliates to pay the
Agents all
compensation described in this Section 3 with respect to all financing candidates at
any
time prior to the expiration of two (2) years after the Termination Date (the “Tail
Period”) if such candidates were identified to the Company by the Agents during the
Authorization Period and the Agents provided written notification to the Company of
the introduction and Company does not dispute in writing that the Agents identified
such candidates to the Company.
	 
	 	e.	 	Mergers and Acquisitions: The company agrees that if the Agents, directly or
indirectly,
introduces the Company, during the term of this Agreement, to any person or entity
that becomes a party to a merger, acquisition, joint venture or other similar
transaction
with the Company or any affiliate thereof, then the Company shall pay to the Agents a
fee. The fee will be paid in a combination of stock and cash that will reflect the
exact
percentage of stock and or cash used for the transaction and will be calculated as a
percentage of the Transaction Value (as defined herein) in accordance with the
following scale:





	 	 	 	 	 	 	 	 	 	 	 	 	 

	•
	 	6% on the first	 	$	7,000,000	 	 	 	 	 	 	 
	•
	 	5% on the amount from	 	$	7,000,001	 	 	to	 	$	9,000,000	 
	•
	 	4% on the amount from	 	$	9,000,001	 	 	to	 	$	11,000,000	 
	•
	 	3% on the amount from	 	$	11,000,001	 	 	to	 	$	13,000,000	 
	•
	 	2% on the amount from	 	$	13,000,001	 	 	to	 	$	15,000,000	 
	•
	 	1% on the amount above	 	 	 	 	 	 	 	$	15,000,001	 







	 	f.	 	“Transaction Value” shall mean the aggregate value of all cash, securities, notes,
debentures purchase options, royalties, management, and consulting agreements;
marketing, licensing and revenue contracts; agreements not-to-compete, including
contingent and installment payments; consideration paid for assets owned by majority
owned subsidiaries of the Company or entities in any business relationship which are
used in or are potentially useful in the Company’s business; the total value of
liabilities avoided by the Company or assumed by the acquirer; the total value of all
liabilities on the Company’s balance sheet that are transferred to the acquirer of the
stock of the Company in a stock transaction and any other tangible net benefit to the
Company, its shareholders or directed beneficiaries and other property and valuable
consideration of every kind either (i) transferred to the Company and its affiliates
in connection with any transaction involving any investment , loan or any other equity
or debt financing for, or acquisition of, the Company or any affiliate thereof, or in
connection with an acquisition of equity or assets thereof or (ii) transferred by the
Company and its affiliates in any transaction involving an investment in or
acquisition of any third party, or acquisition of the equity or assets thereof, by the
Company or any affiliate thereof or (iii) transferred or otherwise contributed by all
parties to enter into any joint venture or similar joint enterprise or undertaking
with the Company or any affiliate thereof. The aggregate value of all such cash,
securities and other property and valuable consideration shall be the aggregate fair
market value thereof as determined jointly by the Agents and the Company, or by an
independent appraiser jointly selected by the Agents and the Company.





			
	 	 	 
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	INVESTMENT BANKING AGREEMENT
	 	EXECUTION COPY







	 	4.	 	Representations, Warranties and Covenants of the Company: The Company hereby represents
and warrants and covenants as follows:






	 	a.	 	(i) The Company has the full right, power and authority to enter into this
Agreement and
to perform all of its obligations hereunder, (ii) this Agreement has been duly
authorized
and executed by and constitutes a valid and binding agreement of the Company
enforceable in accordance with its terms, (iii) the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby do not
conflict with or result in a breach of (A) the Company’s partnership agreement, or (B)
any agreement to which the Company is a party or by which any of its property or
assets
is bound.
	 
	 	b.	 	In the event that the Company wishes to enter into a transaction that
requires the
approval of members, it is understood that both the management and the board of
directors will use its best efforts to obtain such approval.
	 
	 	c.	 	Upon the filing of any registration statement by the Company pursuant to the
Securities
Act of 1933, as amended, in connection with the proposed offer and sale of any of its
securities by it or any of its security holders, the Company shall also register for
resale
by the holder(s) thereof in such registration statement any units issued or issuable as
a
result of any placement made pursuant to this Agreement.






	 	5.	 	Representations, Warranties and Covenants of the Agents: The Agents hereby represent and
warrant that: (i) they are a business entity duly organized, validly existing and in good
standing under the laws of the State of New York and Delaware respectively; (ii) they have the
full right, power and authority to enter into this Agreement and to perform all of its
obligations hereunder; (iii) this Agreement has been duly authorized and executed by and
constitutes a valid and binding agreement of the Agents enforceable against them in accordance
with its terms; (iv) the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby do not conflict with or result in a breach of (A) the Agents’
company agreement, or (B) any agreement to which the Agents are a party or by which any of
their property or assets are bound; and (v) the Agents are, or are an affiliate of, a member
in good standing with FINRA which is registered as a broker-dealer under the Securities
Exchange Act of 1934, and is duly licensed as a broker-dealer under the laws of the State of
New York and each state in which they will conduct brokerage activities in connection with the
Securities.
	 
	 	6.	 	Independent Contractor: The Agents and the Company hereby acknowledge that the Agents are
independent contractors. The Agents shall not hold themselves out as, nor shall they take any
action from which others might infer that they are a partner of or joint venture with, the
Company. In addition, the Agents shall take no action, which binds, or purports to bind, the
Company.
	 
	 	7.	 	Confidentiality: The Company acknowledges that all opinions and advice, whether oral or
written, given by the Agents to the Company in connection with this Agreement are intended
solely for the benefit and use of the Company in considering the transactions to which they
relate, and the Company agrees that no person or entity other than the Company shall be
entitled to make use of or rely upon the advice of the Agents to be given hereunder, and no
such opinion or advice shall be used by the Company for any other purpose or reproduced,





			
	 	 	 
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	 	EXECUTION COPY







	 	 	 	disseminated, quoted or referred to by the Company in communications with third parties
at any time, in any manner or for any purpose, nor may the Company make any public references
to the Agents or use the Agents’ names in any annual report or any other report or release of
the Company without each of the Agents’ prior written consent, except that the Company may,
without the Agents’ further consent, disclose this Agreement (but not information provided to
the Company by the Agents) in the company’s filings with the Securities and Exchange
Commission, if such disclosure is required by law. Similarly, the Company may provide
proprietary and confidential information to the Agents in connection with this Agreement,
which Company will identify as such at the time it is disclosed to the Agents. The Agents will
keep such information confidential and not disclose it to any third party without Company’s
consent, and will use any such information provided by the Company solely for the purpose of
providing services to the Company under this Agreement. The Company does not guarantee the
accuracy of any technical or economic projection and forecasts that may be provided to the
Agents hereunder.
	 
	 	8.	 	Reimbursement: The Company agrees to promptly reimburse the Agents, upon request from time to
time, for all reasonable, out-of-pocket expenses incurred by the Agents (including fees and
disbursements of counsel and of other consultants and advisors retained by the Agents) in
connection with the matters contemplated by this Agreement. The Company’s prior approval in
writing will be required for any individual expenses above US$500.00.
	 
	 	9.	 	Indemnification: The Company agrees that it shall indemnify and hold harmless, the Agents,
their members, directors, officers, employees, agents, affiliates and controlling persons
within the meaning of Section 20 of the Securities Exchange Act of 1934 and Section 15 of the
Securities Act of 1933, each as amended (any and all of whom are referred to as an
“Indemnified Party”), from and against any and all losses, claims, damages, liabilities, or
expenses, and all actions in respect thereof (including, but not limited to, all legal or
other expenses reasonably incurred by an Indemnified Party in connection with the
investigation, preparation, defense or settlement of any claim, action or proceeding, whether
or not resulting in any liability), incurred by an Indemnified Party: (a) arising out of, or
in connection with, any actions taken or omitted to be taken by the Company, its affiliates,
employees or agents, or any untrue statement or alleged untrue statement of a material fact
contained in any of the financial or other information furnished to the Agents by or on behalf
of the Company or the omission or alleged omission of 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; or (b) with respect to, caused by, or otherwise arising out of
any transaction contemplated by the Agreement or the Agents’ performing the services
contemplated hereunder; provided, however, the Company will not be liable under clause (b)
hereof to the extent, and only to the extent, that any loss, claim, damage, liability or
expense is finally judicially determined to have resulted primarily from the Agents’ gross
negligence or bad faith in performing such services.
	 
	 	 	 	If the indemnification provided for herein is conclusively determined (by an entry of final
judgment by a court of competent jurisdiction and the expiration of the time or denial of the
right to appeal) to be unavailable or insufficient to hold any Indemnified Party harmless in
respect to any losses, claims, damages, liabilities or expenses referred to herein, then the
Company shall contribute to the amounts paid or payable by such Indemnified Party in such
proportion as is appropriate and equitable under all circumstances taking into account the
relative benefits received by the Company on the one hand and the Agents on the other, from





			
	 	 	 
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	INVESTMENT BANKING AGREEMENT
	 	EXECUTION COPY







	 	 	 	the transaction or proposed transaction under the Agreement or, if allocation on that
basis is not permitted under applicable law, in such proportion as is appropriate to reflect
not only the relative benefits received by the Company on the one hand and the Agents on the
other, but also the relative fault of the Company and the Agents; provided, however, in no
event shall the aggregate contribution of the Agents and/or any Indemnified Party be in excess
of the net compensation actually received by the Agents and/or such Indemnified Party pursuant
to this Agreement.
	 
	 	 	 	In the event any Indemnified Party shall incur any expenses covered by this Section 9, the
Company shall reimburse the Indemnified Party for such covered expenses within ten (10)
business days of the Indemnified Party’s delivery to the Company of an invoice therefore, with
receipts attached. Such obligation of the Company to so advance funds may be conditioned upon
the Company’s receipt of a written undertaking from the Indemnified Party to repay such
amounts within ten (10) business days after a final, non-appealable judicial determination
that such Indemnified Party was not entitled to indemnification hereunder.
	 
	 	 	 	The foregoing indemnification and contribution provisions are not in lieu of, but in addition
to, any rights which any Indemnified Party may have at common law hereunder or otherwise, and
shall remain in full force and effect following the expiration or termination of the Agents’
engagement and shall be binding on any successors or assigns of the Company and successors or
assigns to all or substantially all of the Company’s business or assets.
	 
	 	10.	 	Notices: Except as otherwise specifically agreed, all notices and other communications made
under this Agreement shall be in writing and, when delivered in person or by facsimile
transmission, shall be deemed given on the same day if delivered on a business day during
normal business hours, or on the first day of business day following delivery in person or by
facsimile outside normal business hours, or on the date indicated on the return receipt if
sent registered or certified mail, return receipt requested. All notices sent hereunder shall
be sent to the representatives of the party to be noticed at the addresses indicated
respectively below, or at such other addresses as the parties to be noticed may from time to
time by like notice hereafter specify:





	 	 	 

	If to the Company:

	 	If to the Agents:
	 
	 	 
	Mr. Declan Daly

	 	Mr. David Batista
	Chief Operating Officer

	 	Senior Managing Director
	Fibrocell Science, Inc.

	 	Viriathus Capital LLC
	405 Eagleview Boulevard

	 	2 Rector Street, 16th Floor
	Exton, PA 19341

	 	New York, NY 10006-1840
	United States of America

	 	United States of America
	Fax: +1 484 713 6001

	 	Fax: +1 212 380 1921
	ddaly@isolagen.com

	 	david.batista@viriathus.com






			
	 	 	 
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	INVESTMENT BANKING AGREEMENT
	 	EXECUTION COPY






With a further copy to:




Mr. George Carris

Chief Executive Officer

John Carris Investments LLC

44 Wall Street, 12th Floor

New York, NY 10005

Fax: +1 212 461 2115

george.carris@johncarrisinvestments.com





	 	11.	 	Entire Agreement: This Agreement contains the entire agreement between the parties. It may
not be changed except by agreement in writing signed by the party against whom enforcement of
any waiver, change, discharge, or modification is sought. Waiver of or failure to exercise
any rights provided by this Agreement in any respect shall not be deemed a waiver of any
further or future rights.
	 
	 	12.	 	Survival of Representations and Warranties: The representations, warranties, acknowledgments
and agreements of the Agents and the Company shall survive the termination of this agreement.
In the event that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in
full force and effect without said provision; provided, however, that, such severability
should be ineffective if it materially changes the economic benefit of this Agreement to any
party.
	 
	 	13.	 	Governing Law: This Agreement shall be construed according to the laws of the State of New
York and subject to the jurisdiction of the courts of said state, without application of the
principles of conflicts of laws. Each of the parties’ consents exclusively to personal
jurisdiction in New York, waives any objection as to jurisdiction or venue, and agrees not to
assert any defense based on lack of jurisdiction or venue. In any litigation, arbitration, or
other dispute resolution arising out of or relating to this Agreement, the prevailing party
shall be reimbursed by the other party (as determined by a court of competent jurisdiction)
for reasonable attorneys’ fees and/or arbitration costs.
	 
	 	14.	 	Successors: This Agreement may not be assigned by either the Company or the Agents without
the prior written consent of the other party. This Agreement shall be binding upon the
parties, their permitted successors and assigns.
	 
	 	15.	 	Execution: This Agreement may be executed in any number of counterparts each of which shall
be enforceable against the parties executing such counterparts, and all of which together
shall constitute a single document. Except as otherwise stated herein, in lieu of the
original documents, a facsimile transmission or copy of the original documents shall be as
effective and enforceable as the original.





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	INVESTMENT BANKING AGREEMENT
	 	EXECUTION COPY






Agreed to and accepted this
1st day of September, 2009.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Viriathus Holdings LLC,	 	 
	Fibrocell Science, Inc.	 	 	 	Viriathus Capital LLC Series	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Declan Daly
 

Declan Daly
	 	 
	 	By:
	 	/s/ David Batista
 

David Batista
	 	 
	 

	 	Chief Operating Officer
	 	 	 	 	 	Senior Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	John Carris Investments LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ George Carris	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	George Carris	 	 
	 

	 	 	 	 	 	 	 	Chief Executive Officer	 	 






			
	 	 	 
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