0001193125-19-099909 Sample Contracts

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, 2019

Merger Agreement • April 8th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

• Contract Type
  Merger Agreement
• Filed
  April 8th, 2019
• Company
  Histogenics Corp
• Industry
  Orthopedic, prosthetic & surgical appliances & supplies
• Jurisdiction
  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 AGREEMENT

Voting Agreement • April 8th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

• Contract Type
  Voting Agreement
• Filed
  April 8th, 2019
• Company
  Histogenics Corp
• Industry
  Orthopedic, prosthetic & surgical appliances & supplies
• Jurisdiction
  Delaware

This VOTING AGREEMENT (this “Agreement”) is entered into as of April 5, 2019, among Ocugen, Inc., a Delaware corporation (“Company”), Histogenics Corporation, a Delaware corporation (“Parent”), and the undersigned (the “Stockholder”).