Material Agreement (Form 8-K)

Subscription Agreement

As previously disclosed, the Ocugen, Inc. ("Ocugen" or the "Company") and OrthoCellix, Inc., a Delaware corporation and wholly-owned subsidiary of the Company to which the Company has contributed the assets related to the Company's Neocart product candidate ("OrthoCellix"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 22, 2025, by and among the Company, OrthoCellix, Carisma Therapeutics Inc. ("Carisma") and Azalea Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into OrthoCellix (the "Merger"), with OrthoCellix continuing as a wholly owned subsidiary of Carisma and the surviving company of the Merger. Pursuant to the Merger Agreement, Carisma and OrthoCellix have agreed to use commercially reasonable efforts to enter into subscription agreements with one or more investors designated by OrthoCellix (the "Investors"), pursuant to which such anticipated Investors would agree to purchase, at or immediately following the closing of the Merger, shares of common stock, par value $0.001 per share, of Carisma("Common Stock") for aggregate gross proceeds at least equal to $25.0 million (the "Concurrent Investment"). Pursuant to the Merger Agreement, the Company agreed to enter into a subscription agreement with Carisma, pursuant to which the Company committed to purchase, as part of the anticipated Concurrent Investment, shares of common stock of Carisma (the "Carisma Common Stock") for aggregate gross proceeds equal to not less than $5.0 million.

On August 29, 2025, as part of the anticipated Concurrent Investment, the Company entered into the subscription agreement described above with Carisma (the "Subscription Agreement"), pursuant to which the Company agreed to purchase in a private placement (the "Carisma Investment") an aggregate of $5.0 million of shares of Carisma Common Stock at a price per share to be calculated by dividing (i) the Aggregate Valuation (as defined in the Merger Agreement) by (ii) the Post-Closing Parent Shares (as defined in the Merger Agreement).

Pursuant to the Subscription Agreement, if Carisma grants to any Investors in the anticipated Concurrent Investment any rights, privileges, protections or terms more favorable than those granted to the Company under the Subscription Agreement or the Registration Rights Agreement (as defined below), then the Company shall be automatically entitled to such more favorable rights, privileges, protections and terms, subject to certain specified exceptions.

The Carisma Investment is expected to be consummated as part of the anticipated Concurrent Investment at or immediately following the closing of the Merger, subject to the satisfaction of customary closing conditions.

Carisma also intends to enter into a registration rights agreement with the Investors that participate in the anticipated Concurrent Investment, including the Company (the "Registration Rights Agreement"), at the closing of the anticipated Concurrent Investment, pursuant to which, among other things, Carisma will agree to provide for the registration of the resale of certain shares of Common Stock that are held by such Investors, including shares of Carisma Common Stock purchased by the Company pursuant to the Subscription Agreement.

The foregoing summary of the material terms of the Subscription Agreement is qualified in its entirety by the terms of the Subscription Agreement, a copy of which will be filed as an exhibit in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 to be filed under the Exchange Act.