Common use of Obligation to Deliver Additional Common Shares Clause in Contracts

Obligation to Deliver Additional Common Shares. On the date that is two (2) Trading Days immediately after the Warrant Closing Date and/or if Section 1(c)(iv) prevents the delivery of Exchange Shares (as defined in Section 5(d)) issued in exchange of Additional Common Shares to a Buyer, and for no additional consideration, promptly but in any event within two (2) Trading Days of the delivery to Histogenics of a notice by such Buyer in the form attached hereto as Exhibit D setting forth such Buyer’s election to receive all or any portion of Exchange Shares issued in exchange of the Additional Common Shares such Buyer is entitled to pursuant to this Section 1(c)(ii) if not for Section 1(c)(iv) (a “Capacity Notice”) (the second (2nd) Trading Day after the Warrant Closing Date and each second (2nd) Trading Day immediately following the delivery to Histogenics of a Capacity Notice, an “Additional Exchange Shares Delivery Date”), subject to Section 1(c)(iv), Histogenics shall, without any additional consideration, cause the Escrow Agent to transfer from the escrow account governed by the Securities Escrow Agreement and deliver by crediting to such Buyer’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit / Withdrawal At Custodian system, the Additional Common Shares (once exchanged for the Exchange Shares as set forth herein) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof and including any securities, cash, rights or other property distributed with respect to such Additional Common Shares or in exchange for such Additional Common Shares), which such Exchange Shares issued in exchange of Additional Common Shares shall be equal to the number (if positive) obtained by subtracting (I) the number of Exchange Shares issued in exchange for the Initial Common Shares purchased by such Buyer on the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) from (II) the quotient determined by dividing (x) the aggregate Purchase Price (as defined below) paid by such Buyer on the Closing Date, by (y) eighty percent (80%) of the sum of the Weighted Average Prices (as defined in the Warrants) of the Histogenics Common Stock on each of the first three (3) Trading Days (as defined in the Warrants) immediately following the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period), divided by three (3). On the Warrant Closing Date (as defined below), each Investor Representative (as defined in the applicable Escrow Agreement), Ocugen and Histogenics shall instruct the Escrow Agent to release to Histogenics from the applicable escrow account governed by the Securities Escrow Agreement any Exchange Shares issued in exchange for Additional Common Shares to the extent that the Buyer(s) affiliated with such Investor Representative is not entitled to receive such Exchange Shares pursuant to this Section 1(c)(ii) without giving effect to the limitations under Section 1(c)(iv).

Obligation to Deliver Additional Common Shares. On Promptly but in any event by no later than (x) the date that is two tenth (210th) Trading Days Day (as defined in the Warrants) immediately after following the Warrant Closing Date and/or (y) if Section 1(c)(iv) prevents the delivery on the tenth (10th) Trading Day immediately following the Closing Date of all or any portion of the Exchange Shares (as defined in Section 5(d)) issued in exchange of Additional Common Shares to a Buyer, and for no additional consideration, promptly but in any event within two the second (22nd) Trading Days of Day immediately after the delivery to Histogenics Chanticleer of a notice by such Buyer in the form attached hereto as Exhibit D setting forth such Buyer’s election to receive all or any portion of the Exchange Shares issued in exchange of the Additional Common Shares such Buyer is entitled to pursuant to this Section 1(c)(ii) if not for and the delivery of which is no longer prevented by Section 1(c)(iv) (a “Capacity Notice”) (the second (2nd) Trading Day after the Warrant Closing Date and each second (2nd) Trading Day immediately following the delivery to Histogenics Chanticleer of a Capacity Notice, an “Additional Exchange Shares Delivery Date”), subject to Section 1(c)(iv), Histogenics Chanticleer shall, in each case, without any additional consideration, cause the Escrow Agent to transfer from the escrow account governed by the Securities Escrow Agreement and deliver by crediting to such Buyer’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit / Withdrawal At Custodian system, the Additional Common Shares (once exchanged for the Exchange Shares as set forth herein) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof and including any securities, cash, rights or other property distributed with respect to such Additional Common Shares or in exchange for such Additional Common Shares), which such Exchange Shares issued in exchange of Additional Common Shares shall be equal to the lesser of (A) the number of Exchange Shares issued in exchange for the Additional Common Shares deposited in such Buyer’s escrow account (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) and (B) the number (if positive) obtained by subtracting (I) the number of Exchange Shares issued in exchange for the Initial Common Shares purchased by such Buyer on the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) ), from (II) the quotient determined by dividing (x) the aggregate Purchase Price (as defined below) paid by such Buyer on the Closing Date, by (y) eighty the greater of (a) the Reset Floor Price (as defined in the Warrants) and (b) eighty-five percent (8085%) of the sum of the three (3) lowest Weighted Average Prices (as defined in the Warrants) of the Histogenics Chanticleer Common Stock during the period beginning on each of the first three (31st) Trading Days (as defined in the Warrants) Day immediately following the Closing Date and ending on the Warrant Closing Date, inclusive (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period), divided by three (3) (such price, the “Final Per Share Price”). On the Warrant Closing Date (as defined below)Date, each Investor Representative (as defined in the applicable Escrow Agreement), Ocugen Sonnet and Histogenics Chanticleer shall instruct the Escrow Agent to release to Histogenics Chanticleer from the applicable escrow account governed by the Securities Escrow Agreement any Exchange Shares issued in exchange for Additional Common Shares to the extent that the Buyer(s) affiliated with such Investor Representative is not entitled to receive such Exchange Shares pursuant to this Section 1(c)(ii) without giving effect to the limitations under Section 1(c)(iv).

Obligation to Deliver Additional Common Shares. On the date that is two three (23) Trading Days immediately after the Warrant Closing Date and/or if Section 1(c)(iv) prevents the delivery of Exchange Shares (as defined in Section 5(d)) issued in exchange of Additional Common Shares to a Buyer, and for no additional consideration, promptly but in any event within two five (25) Trading Days of the delivery to Histogenics Apricus of a notice by such Buyer in the form attached hereto as Exhibit D setting forth such Buyer’s 's election to receive all or any portion of Exchange Shares issued in exchange of the Additional Common Shares such Buyer is entitled to pursuant to this Section 1(c)(ii) if not for Section 1(c)(iv) (a “"Capacity Notice”") (the second third (2nd3rd) Trading Day after the Warrant Closing Date and each second fifth (2nd5th) Trading Day immediately following the delivery to Histogenics Apricus of a Capacity Notice, an “"Additional Exchange Shares Delivery Date”"), subject to Section 1(c)(iv), Histogenics Apricus shall, without any additional consideration, cause the Escrow Agent to transfer from the escrow account governed by the Securities Escrow Agreement and deliver by crediting to such Buyer’s 's or its designee’s 's balance account with The Depository Trust Company (“"DTC”") through its Deposit / Withdrawal At Custodian system, the Additional Common Shares (once exchanged for the Exchange Shares as set forth herein) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof and including any securities, cash, rights or other property distributed with respect to such Additional Common Shares or in exchange for such Additional Common Shares), which such Exchange Shares issued in exchange of Additional Common Shares shall be equal to the number (if positive) obtained by subtracting (I) the number of Exchange Shares issued in exchange for the Initial Common Shares purchased by such Buyer on the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) from (II) the quotient determined by dividing (x) the aggregate Purchase Price (as defined below) paid by such Buyer on the Closing Date, by (y) eighty percent (80%) of the sum of the Weighted Average Prices (as defined in the Warrants) of the Histogenics Apricus Common Stock on each of the first three (3) Trading Days (as defined in the Warrants) immediately following the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period), divided by three (3). On the Warrant Closing Date (as defined below), each Investor Representative (as defined in the applicable Escrow Agreement), Ocugen Seelos and Histogenics Apricus shall instruct the Escrow Agent to release to Histogenics Apricus from the applicable escrow account governed by the Securities Escrow Agreement any Exchange Shares issued in exchange for Additional Common Shares to the extent that the Buyer(s) affiliated with such Investor Representative is not entitled to receive such Exchange Shares pursuant to this Section 1(c)(ii) without giving effect to the limitations under Section 1(c)(iv).

Obligation to Deliver Additional Common Shares. On Promptly but in any event by no later than (x) the earlier to occur of (i) the tenth (10th) Trading Day (as defined in the Warrants) immediately following the Closing Date and (ii) with respect to any Buyer, the first (1st) Trading Day following the delivery to Rexahn of a written notice by such Buyer (an “Early Delivery Notice”) at any time from the fifth (5th) Trading Day immediately following the Closing Date indicating that such Buyer elects to determine the Final Per Share Price using the five (5) lowest Weighted Average Prices (as defined in the Warrants) of the Rexahn Common Stock during the period beginning on the first (1st) Trading Day immediately following the Closing Date and ending on the date that is two such Buyer delivers such Early Delivery Notice to Rexahn, inclusive (2as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period) Trading Days immediately after (such earlier date, the Warrant Closing Date “First Additional Exchange Shares Delivery Date”) and/or (y) if Section 1(c)(iv) prevents the delivery on the First Additional Exchange Shares Delivery Date of all or any portion of the Exchange Shares (as defined in Section 5(d)) issued in exchange of Additional Common Shares to a Buyer, and for no additional consideration, promptly but in any event within two the second (22nd) Trading Days of Day immediately after the delivery to Histogenics the Escrow Agent (with a copy to Rexahn) of a notice by such Buyer in the form attached hereto as Exhibit D setting forth such Buyer’s election to receive all or any portion of the Exchange Shares issued in exchange of the Additional Common Shares such Buyer is entitled to pursuant to this Section 1(c)(ii) if not for and the delivery of which is no longer prevented by Section 1(c)(iv) (a “Capacity Notice”) (the second (2nd) Trading Day after the Warrant Closing First Additional Exchange Shares Delivery Date and each second (2nd) Trading Day immediately following the delivery to Histogenics the Escrow Agent of a Capacity Notice, an “Additional Exchange Shares Delivery Date”), subject to Section 1(c)(iv), Histogenics shallRexahn acknowledges that, in each case, without any additional consideration, cause the Escrow Agent to shall transfer from the escrow account governed by the Securities Escrow Agreement and deliver by crediting to such Buyer’s or its designee’s balance account with via The Depository Trust Company (“DTC”) through its Deposit free delivery / Withdrawal At Custodian free receive system, the Additional Common Shares (once exchanged for the Exchange Shares as set forth herein) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof and including any securities, cash, rights or other property distributed with respect to such Additional Common Shares or in exchange for such Additional Common Shares), which such Exchange Shares issued in exchange of Additional Common Shares shall be equal to the lesser of (A) the number of Exchange Shares issued in exchange for the Additional Common Shares deposited in such Buyer’s escrow account (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) and (B) the number (if positive) obtained by subtracting (I) the number of Exchange Shares issued in exchange for the Initial Common Shares purchased by such Buyer on the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) ), from (II) the quotient determined by dividing (x) the aggregate Purchase Price (as defined below) paid by such Buyer on the Closing Date, by (y) eighty with respect to each applicable Buyer, the greater of (a) the Reset Floor Price (as defined in the Warrants) and (b) eighty-five percent (8085%) of the sum of the five (5) lowest Weighted Average Prices (as defined in the Warrants) of the Histogenics Rexahn Common Stock during the period beginning on each of the first three (31st) Trading Days (as defined in the Warrants) Day immediately following the Closing Date and ending on the First Additional Exchange Shares Delivery Date, inclusive (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period), divided by three five (35) (the greater of the price set forth in the immediately preceding clauses (a) and (b). On , the Warrant “Per Share Price” and the lower of (i) the Per Share Price and (ii) the quotient obtained by dividing (x) the Purchase Price paid by such Buyer on the Closing Date, by (y) the amount of Initial Common Shares purchased by such Buyer on the Closing Date (as defined belowadjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events related to the Common Stock occurring after the Closing Date), the “Final Per Share Price”). Rexahn shall notify the Escrow Agent in writing of the occurrence of a First Additional Exchange Shares Delivery Date applicable to each Buyer and shall deliver a copy of such notice to such Buyer. On the First Additional Exchange Shares Delivery Date applicable to each Buyer, the Investor Representative (as defined in the applicable Securities Escrow Agreement), Ocugen ) related to such Buyer and Histogenics Rexahn shall instruct the Escrow Agent to release to Histogenics Rexahn from the applicable escrow account governed by the Securities Escrow Agreement any Exchange Shares issued in exchange for Additional Common Shares to the extent that the Buyer(s) affiliated with such Investor Representative is not entitled to receive such Exchange Shares pursuant to this Section 1(c)(ii) without giving effect to the limitations under Section 1(c)(iv). Upon request of an Investor Representative, upon delivery of any Capacity Notice to the Escrow Agent, Rexahn hereby agrees to give instructions and to take any additional actions reasonably requested by such Investor Representative, to cause the Escrow Agent to promptly deliver (but in no event later than two (2) Trading Days after such request) the Additional Common Shares to which the applicable Buyer(s) are entitled pursuant to such Capacity Notice.

Obligation to Deliver Additional Common Shares. On Promptly but in any event by no later than (x) the earlier to occur of (i) the tenth (10th) Trading Day (as defined in the Warrants) immediately following the Closing Date and (ii) with respect to any Buyer, the first (1st) Trading Day following the delivery to Rexahn of a written notice by such Buyer (an "Early Delivery Notice") at any time from the fifth (5th) Trading Day immediately following the Closing Date indicating that such Buyer elects to determine the Final Per Share Price using the five (5) lowest Weighted Average Prices (as defined in the Warrants) of the Rexahn Common Stock during the period beginning on the first (1st) Trading Day immediately following the Closing Date and ending on the date that is two such Buyer delivers such Early Delivery Notice to Rexahn, inclusive (2as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period) Trading Days immediately after (such earlier date, the Warrant Closing Date "First Additional Exchange Shares Delivery Date") and/or (y) if Section 1(c)(iv) prevents the delivery on the First Additional Exchange Shares Delivery Date of all or any portion of the Exchange Shares (as defined in Section 5(d)) issued in exchange of Additional Common Shares to a Buyer, and for no additional consideration, promptly but in any event within two the second (22nd) Trading Days of Day immediately after the delivery to Histogenics the Escrow Agent (with a copy to Rexahn) of a notice by such Buyer in the form attached hereto as Exhibit D C setting forth such Buyer’s 's election to receive all or any portion of the Exchange Shares issued in exchange of the Additional Common Shares such Buyer is entitled to pursuant to this Section 1(c)(ii) if not for and the delivery of which is no longer prevented by Section 1(c)(iv) (a “"Capacity Notice”") (the second (2nd) Trading Day after the Warrant Closing First Additional Exchange Shares Delivery Date and each second (2nd) Trading Day immediately following the delivery to Histogenics the Escrow Agent of a Capacity Notice, an “"Additional Exchange Shares Delivery Date”"), subject to Section 1(c)(iv), Histogenics shallRexahn acknowledges that, in each case, without any additional consideration, cause the Escrow Agent to shall transfer from the escrow account governed by the Securities Escrow Agreement and deliver by crediting to such Buyer’s or its designee’s balance account with via The Depository Trust Company (“"DTC”") through its Deposit free delivery / Withdrawal At Custodian free receive system, the Additional Common Shares (once exchanged for the Exchange Shares as set forth herein) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof Initial Subscription Date and including any securities, cash, rights or other property distributed with respect to such Additional Common Shares or in exchange for such Additional Common Shares), which such Exchange Shares issued in exchange of Additional Common Shares shall be equal to the lesser of (A) the number of Exchange Shares issued in exchange for the Additional Common Shares deposited in such Buyer's escrow account (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Initial Subscription Date) and (B) the number (if positive) obtained by subtracting (I) the number of Exchange Shares issued in exchange for the Initial Common Shares purchased by such Buyer on the Closing Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) Initial Subscription Date), from (II) the quotient determined by dividing (x) the aggregate Purchase Price (as defined below) paid by such Buyer on the Closing Date, by (y) eighty with respect to each applicable Buyer, the greater of (a) the Reset Floor Price (as defined in the Warrants) and (b) eighty-five percent (8085%) of the sum of the five (5) lowest Weighted Average Prices (as defined in the Warrants) of the Histogenics Rexahn Common Stock during the period beginning on each of the first three (31st) Trading Days (as defined in the Warrants) Day immediately following the Closing Date and ending on the First Additional Exchange Shares Delivery Date, inclusive (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period), divided by three five (35) (the greater of the price set forth in the immediately preceding clauses (a) and (b). On , the Warrant "Per Share Price" and the lower of (i) the Per Share Price and (ii) the quotient obtained by dividing (x) the Purchase Price paid by such Buyer on the Closing Date, by (y) the amount of Initial Common Shares purchased by such Buyer on the Closing Date (as defined belowadjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events related to the Common Stock occurring after the Closing Date), the "Final Per Share Price"). Rexahn shall notify the Escrow Agent in writing of the occurrence of a First Additional Exchange Shares Delivery Date applicable to each Buyer and shall deliver a copy of such notice to such Buyer. On the First Additional Exchange Shares Delivery Date applicable to each Buyer, the Investor Representative (as defined in the applicable Securities Escrow Agreement), Ocugen ) related to such Buyer and Histogenics Rexahn shall instruct the Escrow Agent to release to Histogenics Rexahn from the applicable escrow account governed by the Securities Escrow Agreement any Exchange Shares issued in exchange for Additional Common Shares to the extent that the Buyer(s) affiliated with such Investor Representative is not entitled to receive such Exchange Shares pursuant to this Section 1(c)(ii) without giving effect to the limitations under Section 1(c)(iv). Upon request of an Investor Representative, upon delivery of any Capacity Notice to the Escrow Agent, Rexahn hereby agrees to give instructions and to take any additional actions reasonably requested by such Investor Representative, to cause the Escrow Agent to promptly deliver (but in no event later than two (2) Trading Days after such request) the Additional Common Shares to which the applicable Buyer(s) are entitled pursuant to such Capacity Notice.