OCUGEN , INC.
POWER OF ATTORNEY
Know all by these present, that I, the undersigned director and/or
officer of Ocugen, Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Shankar Musunuri, Sanjay Subramanian, Kelly Beck
and any Secretary or Assistant Secretary of the Company, and each of them,
my true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the other, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities:
(i) to execute and file for and on behalf of the undersigned any
reports on Forms 3, 4 and 5 (including any amendments thereto and any
successors to such Forms) with respect to ownership acquisition or
disposition of securities of the Company that the undersigned may be
required to file with the U.S. Securities and Exchange Commission (the "SEC")
in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules promulgated thereunder;
(ii) to execute and file for and on behalf of the undersigned any
voluntary filings under Section 16(a) of the Exchange Act;
(iii) to request electronic filing codes from the SEC by filing the
Form ID (including amendments thereto) and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to file
such reports electronically;
(iv) to prepare, file, and submit any documents or reports that may
be required under SEC Rule 144 to permit the undersigned to sell Company common
stock without registration under the Securities Act of 1933, as amended (the
"Securities Act") in reliance on Rule 144 as amended from time to time; or
(v) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorneys-in-fact may approve in such
attorney-in-fact's or attorneys-in-fact's discretion.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16(a) of the Exchange Act or the Securities Act. The Company will use all
reasonable efforts to apprise the undersigned of applicable filing requirements for
purposes of Section 16(a) of the Exchange Act or the Securities Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact. This Power of Attorney revokes and replaces any prior Power of
Attorney executed by the undersigned with respect to the ownership, acquisition or
disposition of securities of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of April, 2020.
/s/Kirsten Castillo
Kirsten Castillo
