REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2016 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2016, between Histogenics Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
OCUGEN, INC. 30,000,000 Shares of Common Stock (par value $0.01 per share) Underwriting AgreementUnderwriting Agreement • May 25th, 2023 • Ocugen, Inc. • Biological products, (no disgnostic substances) • New York
Ocugen, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 shares of its common stock, par value $0.01 per share (the “Shares”). The 30,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Shares, which are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Cantor, as Underwriter, and the term “Underwr
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2021 • Ocugen, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2021, between Ocugen, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Ocugen, Inc. Shares of Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementOcugen, Inc. • June 10th, 2022 • Biological products, (no disgnostic substances) • New York
Ocugen, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co., Mizuho Securities USA LLC, H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and Chardan Capital Markets, LLC (each, an “Agent” and together, the “Agents”), as follows:
Ocugen, Inc. Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 12th, 2020 • Ocugen, Inc. • Biological products, (no disgnostic substances) • New York
Ocugen, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2016 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2016, between Histogenics Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT HISTOGENICS CORPORATIONHistogenics Corp • September 29th, 2016 • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, H.C. WAINWRIGHT & CO., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that Shareholder Approval is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Histogenics Corporation, a Delaware corporation (the “Company”), up to 41,333 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractHistogenics Corp • July 11th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INDEMNITY AGREEMENTIndemnity Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 201 , is made by and between Histogenics Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
—] Shares1 Histogenics Corporation Common Stock PURCHASE AGREEMENTPurchase Agreement • November 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2021 • Ocugen, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2021, between Ocugen, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
HISTOGENICS CORPORATION (a Delaware corporation) 26,155,000 Shares of Common Stock UNDERWRITING AGREEMENTHistogenics Corp • October 5th, 2018 • Orthopedic, prosthetic & surgical appliances & supplies • New York
HISTOGENICS CORPORATION EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 15th, 2018 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
Histogenics Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity Inc. (“Canaccord”), as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: HISTOGENICS CORPORATION, a Delaware corporation; RESTORE MERGER SUB, INC., a Delaware corporation; and OCUGEN, INC., a Delaware corporation Dated as of April 5, 2019Agreement and Plan of Merger and Reorganization • April 8th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 5, 2019, by and among Histogenics Corporation, a Delaware corporation (“Parent”), Restore Merger Sub, Inc. a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Ocugen, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AGREEMENTVoting Agreement • April 8th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of April 5, 2019, among Histogenics Corporation, a Delaware corporation (“Parent”), Ocugen, Inc., a Delaware corporation (the “Company”) and the undersigned (the “Stockholder”).
OCUGEN, INC. and _________, as Trustee INDENTURE Dated as of [•]Indenture • April 18th, 2024 • Ocugen, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of _____________, by and between Ocugen, Inc., a Delaware corporation, as Issuer (the “Company”), and _____________, a ___________ organized under the laws of ____________, as Trustee (the “Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 5th, 2023 • Ocugen, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 13, 2023 (the “Effective Date”) by and between Ocugen, Inc., a Delaware corporation (the “Company”), and Quan Vu, an individual (“Employee”).
CONSENT AND AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • June 14th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2017 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of October 10, 2017, by and between Stephen Kennedy (the “Employee”) and Histogenics Corporation, a Delaware corporation (the “Company”).
HISTOGENICS CORPORATION Waltham, MA 02451 January 23, 2019Histogenics Corp • May 15th, 2019 • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This letter (the “Agreement”) is to confirm the agreement between you and Histogenics Corporation (the “Company”) in connection with the termination of your employment with the Company.
Histogenics CorporationLock-Up Agreement • April 8th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
ContractHistogenics Corp • May 14th, 2015 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT TO LICENCE AGREEMENT Made and entered in to this 23rd day of March 2010 By and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITEDLicence Agreement • May 16th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS in light of a collaboration agreement entered into between the Company and **** (as hereinafter defined) the parties have agreed to amend the Licence Agreement, as more particularly set out herein.
LEASE AGREEMENT by and between INTERCONTINENTAL FUND III 830 WINTER STREET LLC, as Landlord and HISTOGENICS CORPORATION, as Tenant With respect to the property known as 830 Winter Street, Waltham, Massachusetts 02451 Dated as of June 9, 2006Lease Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
OCUGEN, INC. RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 19th, 2021 • Ocugen, Inc. • Biological products, (no disgnostic substances)
Ocugen, Inc (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) an award of the number of Restricted Stock Units set forth below (the “Restricted Stock Units”). The Restricted Stock Units are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
CONFIDENTIAL TREATMENT REQUESTED Paid-up License AgreementConfidential Treatment Requested • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT made and entered into as of March 6, 2013 by and between KOKEN Co., Ltd. (hereinafter referred to as “KOKEN”) and HISTOGENICS CORPORATION (hereinafter referred to as “HISTOGENICS”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 14th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made as of the 1st day of January, 2018 (the Effective Date”), by and between Ocugen, Inc., a Delaware corporation (the “Company”), and Shankar Musunuri, an individual (“Employee”).
September , 2016Histogenics Corp • September 29th, 2016 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
The undersigned understands that Histogenics Corporation, a Delaware corporation (the “Company”), and certain investors set forth on the signature pages thereto (the “Investors”), are entering into a Securities Purchase Agreement dated as of the date hereof (the “Securities Purchase Agreement”), pursuant to which the Investors shall purchase and the Company shall sell shares of Common Stock of the Company (the “Initial Common Shares”), warrants to purchase shares of the Common Stock of the Company and shares of Series A Preferred Stock of the Company (collectively, the “Transaction”). All capitalized terms used in this letter agreement but not defined in this letter agreement shall have the meanings given such terms in the Securities Purchase Agreement.
CONFIDENTIAL TREATMENT REQUESTED SEVENTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 16th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
Angiotech Pharmaceuticals (US), Inc., a corporation organized and existing under the laws of the State of Washington, with principal offices at North Bend, WA (“Angiotech US”);
HISTOGENICS CORPORATION SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made as of the 18th day of December 2013 (the “Effective Time”) by and among (i) Histogenics Corporation, a Delaware corporation (the “Company”); (ii) the Key Holders; (iii) the Investors listed on Schedule A (“Investors”); and (iv) any Additional Stockholder (as defined below), who upon acquiring one percent (1%) or more of the Company’s then outstanding Common Stock on a fully diluted basis shall execute and deliver a counterpart signature page to this Agreement, (together with the Key Holders, the Investors and the Additional Stockholders, the “Stockholders”).
EXCLUSIVE AGREEMENTExclusive Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
Effective as of April 15, 2001 (“Effective Date”), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“STANFORD”), and Histogenics Corporation, a Massachusetts corporation having a principal place of business at 116 Pleasant Street, Suite 19, Easthampton, Massachusetts, 01027 (“LICENSEE”), agree as follows:
CONFIDENTIAL TREATMENT REQUESTED AMENDMENT TO LICENSE AGREEMENT (1st Amendment)License Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
Angiotech Pharmaceuticals (US), Inc., a corporation organized and existing under the laws of Washington, with principal offices at North Bend, WA (“Angiotech US”);
EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Employment Agreement (this “Agreement”) is entered into as of April 26, 2014, by and between Adam Gridley (the “Employee”) and Histogenics Corporation, a Delaware corporation (the “Company”).
CONFIDENTIAL TREATMENT REQUESTED LICENCE AGREEMENT Between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITEDLicence Agreement • October 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies
****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 13, 2019, by and among Histogenics Corporation, a Delaware corporation, with headquarters located at One Marina Park Drive, Suite 900, Boston, MA 02210, to be renamed “Ocugen, Inc.” pursuant to the Merger Agreement (as defined below) (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
