Material Agreement Form 8 K

Background of the uBriGene Transaction

As previously reported, on May 18, 2023, Mustang Bio, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Original Asset Purchase Agreement") with uBriGene (Boston) Biosciences, Inc., a Delaware corporation ("uBriGene"), pursuant to which the Company agreed to sell its leasehold interest in its cell processing facility located in Worcester, Massachusetts (the "Facility"), and associated assets relating to the manufacturing and production of cell and gene therapies at the Facility to uBriGene (the "Transaction"). The Company and uBriGene subsequently entered into Amendment No. 1 to the Original Asset Purchase Agreement, dated as of June 29, 2023 ("Amendment No. 1"), and Amendment No. 2 to the Original Asset Purchase Agreement, dated as of July 28, 2023 ("Amendment No. 2," and together with the Original Asset Purchase Agreement and Amendment No. 1, the "Prior Asset Purchase Agreement").

On July 28, 2023, pursuant to the Prior Asset Purchase Agreement, the Company completed the sale of all of its assets that primarily relate to the manufacturing and production of cell and gene therapies at the Facility (such operations, the "Transferred Operations" and such assets, the "Transferred Assets") to uBriGene for upfront consideration of $6 million cash (the "Base Amount"). The Transferred Assets that were transferred to uBriGene on the closing date included, but were not limited to: (i) the Company's leases of equipment and other personal property and all other property, equipment, machinery, tools, supplies, inventory, fixtures and all other personal property primarily related to the Transferred Operations, (ii) the data, information, methods, quality management systems, and intellectual property primarily used for the purposes of the Transferred Operations, (iii) the records and filings, including customer and vendor lists, production data, standard operating procedures and business records relating to, used in or arising under the Transferred Operations and (iv) all transferrable business license, permits and approvals necessary to operate the Transferred Operations. Certain Transferred Assets, including the Company's lease of the Facility and contracts that are primarily used in the Transferred Operations, did not transfer to uBriGene on the closing date.

In accordance with the Prior Asset Purchase Agreement, the Company and uBriGene submitted a voluntary joint notice to the U.S. Committee on Foreign Investment in the United State ("CFIUS"). Following CFIUS's review and subsequent investigation of the transactions related to the Prior Asset Purchase Agreement, on May 13, 2024, the Company, together with uBriGene and CFIUS, executed a National Security Agreement (the "NSA"), pursuant to which the Company and uBriGene agreed to abandon the transactions related to the Prior Asset Purchase Agreement and the agreements entered into in connection therewith. The NSA obligated uBriGene to sell, or otherwise dispose of, the equipment assets purchased within 180 days after the execution of the NSA, with uBriGene able to eliminate some of its obligations under the NSA if it is able to sell the equipment assets purchased back to the Company within 45 days after the execution of the NSA (an "Expedited Divestment").

June 2024 Repurchase of Assets

On June 27, 2024 (the "Effective Date"), the Company entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with uBriGene, pursuant to which the Company agreed, subject to the terms and conditions set forth therein, to repurchase (the "Repurchase Transaction") the assets, properties and rights previously transferred by the Company to uBriGene under the Prior Asset Purchase Agreement, excluding any inventory transferred under the Prior Purchase Agreement that has been consumed or transferred to a third party by uBriGene since the closing of the Prior Asset Purchase Agreement (collectively, the "Repurchased Assets"). For the avoidance of doubt, "Repurchased Assets" also includes all MBio Assets (as such term is defined in the NSA) that were previously sold, transferred, conveyed, assigned, delivered, or contributed by the Company or its affiliates to uBriGene or its affiliates, to the extent such MBio Assets have not been consumed or transferred to a third party by uBriGene since the closing of the Prior Asset Purchase Agreement. The Repurchased Assets do not include inventory acquired by uBriGene after the closing of the Prior Asset Purchase Agreement. The Company will assume all obligations, liabilities and commitments previously transferred by the Company to uBriGene under the Prior Asset Purchase Agreement. The Repurchase Transaction is intended to constitute an Expedited Divestment by uBriGene to the Company pursuant to the NSA with CFIUS.