0001193125-19-173071 Sample Contracts

CONSENT AND AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • June 14th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 14th, 2019 • Histogenics Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2019, by and among Ocugen, Inc., a Delaware corporation, with headquarters located at 5 Great Valley Parkway, Suite #160, Malvern, Pennsylvania 19355 (“Ocugen”), Histogenics Corporation, a Delaware corporation, with headquarters located at One Marina Park Drive, Suite 900, Boston, MA 02210 (“Histogenics”), and the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer” and collectively, the “Buyers”).

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