X0206 3 2022-03-18 0 0001372299 Ocugen, Inc. OCGN 0001918616 Crespo Jessica C/O OCUGEN, INC. 263 GREAT VALLEY PARKWAY MALVERN PA 19355 0 1 0 0 CAO/SVP, Finance Common Stock 17500 D Option (Right to Buy) 1.91 2029-10-23 Common Stock 27500 D Option (Right to Buy) 0.405 2029-12-20 Common Stock 20000 D Option (Right to Buy) 0.34 2030-05-05 Common Stock 30000 D Option (Right to Buy) 1.83 2031-01-01 Common Stock 246000 D Option (Right to Buy) 11.21 2031-04-28 Common Stock 3440 D Option (Right to Buy) 4.72 2032-01-03 Common Stock 63292 D Consists of 17,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Ocugen Inc.'s (the "Company's") common stock. The restricted stock units vest annually in equal installments over three years commencing on January 3, 2023, subject to continued employment with the Company on the applicable vesting dates. The restricted stock units will be settled on each applicable vesting date in shares of the Company's common stock. The option vests annually in equal installments over three years commencing on October 23, 2020, subject to continued service with the Company on the applicable vesting dates. The Reporting Person previously exercised and sold 2,500 of the shares underlying the original option grant. The option vests annually in equal installments over three years commencing on December 20, 2020, subject to continued service with the Company on the applicable vesting dates. The option vests annually in equal installments over three years commencing on May 5, 2021, subject to continued service with the Company on the applicable vesting dates. The option vests annually in equal installments over three years commencing on January 1, 2022, subject to continued service with the Company on the applicable vesting dates. On April 28, 2021, the Reporting Person was granted a performance-based option to purchase 8,600 shares of the Company's common stock based on the Company's satisfaction of five performance criteria prior to the end of the Company's 2021 and 2022 fiscal years, as applicable (the "Performance-Based Option"). With respect to each performance criteria, 10% of the Performance-Based Option vests on the date of the Compensation Committee's determination that the applicable criteria has been achieved (each, a "Determination Date") and an additional 10% vests upon the first anniversary of the applicable Determination Date, subject to the grantee's continued service with the Company on such date. On November 16, 2021, the Compensation Committee determined that one of the performance criteria had been achieved, resulting in the Performance-Based Option vesting in part as to 1,720 shares. 860 shares of the Performance-Based Option are immediately vested and exercisable, with the remaining 860 shares vesting on November 16, 2022, subject to the Reporting Person's continued service with the Company. On December 16, 2021, the Compensation Committee determined that the second performance criteria had been achieved, resulting in the Performance-Based Option vesting in part as to 1,720 shares. 860 shares of the Performance-Based Option are immediately vested and exercisable, with the remaining 860 shares vesting on December 16, 2022, subject to the Reporting Person's continued service with the Company. The option vests annually in equal installments over three years commencing on January 3, 2023, subject to continued service with the Company on the applicable vesting dates. /s/ Jessica Crespo 2022-03-22