X0306 4 2016-09-29 0 0001372299 HISTOGENICS CORP HSGX 0001626777 Wilmslow Estates Ltd C/O HISTOGENICS CORPORATION 830 WINTER STREET, 3RD FLOOR WALTHAM MA 02451 0 0 1 0 Common Stock 2016-09-29 4 A 0 247665 2.25 A 2075331 D Series A Convertible Preferred Stock 2016-09-29 4 A 0 2242.7528 1000.00 D Common Stock 996779 0 D Common Stock Warrant (Right to Buy) 2.25 2016-09-29 4 A 0 1244444 0.00 D Common Stock 1244444 0 D The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into an aggregate of 996,779 shares of the Issuer's Common Stock, subject to certain conditions including the receipt of requisite stockholder approval pursuant to the Certificate of Designation governing the rights, preferences and privileges of the Series A Convertible Preferred Stock. The initial conversion price of $2.25 is subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Issuer's Common Stock. The Common Stock Warrant is exercisable at any time on or after the date (the "Initial Exercise Date") that the Issuer's stockholders approve the transactions contemplated by that certain securities purchase agreement dated September 15, 2016 pursuant to which the warrant was issued through the close of business on the five year anniversary of the Initial Exercise Date. /s/ Cora Binchy and Ian Ferguson for Chaumont (Directors) Limited Corporate Director 2016-10-03