0001193125-14-403509 Sample Contracts

—] Shares1 Histogenics Corporation Common Stock PURCHASE AGREEMENT
Purchase 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.

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AMENDED AND RESTATED ROYALTY AGREEMENT
Royalty Agreement • November 7th, 2014 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDED AND RESTATED ROYALTY AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of October, 2014 by and among Histogenics Corporation, a Delaware corporation with a place of business at 830 Winter St., Waltham, MA 02451 (the “Corporation”), and each of the parties specified in Schedule A attached hereto (the “Net Sales Payment Recipients”).

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