exhibit 10. 1 may 08, 2017 mr. john m. maslowski chief executive officer fibrocell science, inc. 405 eagleview boulevard exton, pa 19341 dear john : on behalf of ac lordi, we appreciate the opportunity to provide you with professional services. this engagement letter governs the relationship between the parties. each engagement we perform for you will be embodied in a separate addendum to this engagement letter. in this letter, the terms “ you ” and “ your ” refer to fibrocell science, inc. and the terms “ we, ” “ us, ” and “ our ” refer to ac lordi consulting, inc. for other definitions, see paragraph 24. 1. term. this engagement letter is effective as of the date stated above, and continues until terminated by either party upon 30 days prior written notice to the other party. the provisions of paragraphs 4, 6, 7, 10, 11, 12, 13, 14, 17 and 18 will survive any termination of this engagement letter. 1. 2. consulting services. we will provide accounting, internal audit, or business advisory services to you as described in the addendum # 10 attached and subsequent addenda entered into between us, which we refer to in this engagement letter as our “ services. ” 2. 3. addenda ; conflicts. each addendum must i ) be set forth in a written document signed by both parties, ii ) list specific services to be provided, and iii ) specify rates for service providers, to be valid. each addendum will be subject to this engagement letter. if there is a conflict between any addendum and this engagement letter, the addendum will prevail. 3. 4. ownership. upon full payment to us, you will own any work product, subject to any restrictions set forth in this engagement letter or any addendum, and work product is a work for hire made by us for you. we retain all ownership rights to the know - how and to the extent know - how is incorporated in the work product, we grant you a limited, non - transferable, paid - up, license to use the know - how in your business to the same extent you may use the work product. 4. 5. independent contractor. in performing our services under this engagement letter, we are an independent contractor. no employer - employee, partnership, joint - venture, or agency relationship