Share Issuance Notice delivered to the holders of senior secured notes issued on June 28, 2013, dated August 20, 2013

Re:  Notice of Intent to Issue Stock for Interest Payment (via e-mail)

Dear Lenders,

Pursuant to Section 2.9 of the Facility Agreement dated June 28, 2013, by and between Tengion, Inc. (the “Company”) and the lenders party thereto (the “Facility Agreement”), subject to certain limitations, the Company may elect to satisfy its obligation to pay any accrued and unpaid interest on the Notes by the issuance of Freely Tradeable Common Stock or Interest Warrants.  This letter serves as notice, in accordance with Section 2.9(b) of the Facility Agreement, of the Company’s intent to exercise its right to satisfy its obligation to pay interest on the Notes in the aggregate amount of $483,484.94, due on October 1, 2013, by the issuance of Freely Tradeable Common Stock (the “Interest Shares”) or Interest Warrants.  Please note that the Company will need your cooperation prior to October 1, 2013 to determine each Lender’s holdings of Common Stock, as this information will be used to determine how many, if any, Interest Warrants will be issued to each Lender.

The Interest Shares will be restricted and will be held on the books of the Company’s transfer agent, American Stock Transfer & Trust Company.  Assuming the accuracy of the continuing representations made by each Lender under Section 2.9 of the Facility Agreement, the Interest Shares will become unrestricted on December 28, 2013.  If you would like your Interest Shares DWAC’ed to a broker account on or after December 28, 2013, please provide Will Michener ***@***) at Ropes & Gray LLP with DWAC instructions.  Alternatively, if you have previously provided DWAC instructions and would like to use those instructions again, please let Mr. Michener know.  In reliance on the continuing representations made by each Lender under Section 2.9 of the Facility Agreement, Ropes & Gray LLP will provide the opinion letter necessary to transfer the Interest Shares at this time.  If these representations cease to be true, please provide written notice to the Company and Ropes & Gray LLP, as is required by Section 2.9 of the Facility Agreement.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Facility Agreement.

Please do not hesitate to contact me if you have any questions.

 

Sincerely,

 

A. Brian Davis

Chief Financial Officer and Senior Vice President, Finance