Ocugen S4 Registration of securities issued in business combination transactions | OCGN 14 Jun 19

Exhibit 10.41

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT(this“Agreement”),is made as of the December 21st, 2016 (the“Effective Date”)by and between Ocugen, Inc., a Delaware corporation (the“Company”),and Rasappa Arumugham, an individual(“Employee”).

The Company wishes to employ Employee and Employee wishes to be employed by the Company with the employment starting date on March 22, 2017. The parties have now determined it is in its best interest to enter into this Agreement to set forth the terms and conditions of Employee’s employment with the Company. It is agreed that both the Company and the Employee will treat this “Employment Offer” confidential until the start of the employment at the Company.

AGREEMENT

NOW, THEREFORE,in consideration of the facts, mutual promises and covenants contained herein and intending to be legally bound hereby, the Company and Employee agree as follows:

1.Definitions. As used herein, the following terms shall have the meanings set forth below unless the contexts otherwise requires:

“Affiliates”means, with respect to a person, all other persons controlling, controlled by or under common control with the first person; the term “control,” and correlative terms, means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a person; and “person” means an individual, partnership, corporation, limited liability company, trust or unincorporated organization. or a government or agency or political subdivision thereof.

“Base Compensation”shall mean the annual rate of compensation set forth in Section 4.1, as such amount may be adjusted from time to time.

^“Board”shall mean the Company’s Board of Directors.

“pause”^- shall mean the occurrence of any one or more of the events set forth below in clauses (a) through (d), which, in the case of the event or events set forth below in clause (a) is not cured by Employee within the time periods set forth therein:

(a) failure or refusal by Employee to substantially perform a material portion of the duties of his employment or to comply with the written rules and policies of the Company which failure continues uncured thirty (30) days after written notice of such failure or refusal (or such longer period as is necessary to cure such event so long as Employee is diligently pursuing such cure and provided such additional period is approved by the Board) is provided to Employee setting forth in reasonable detail the nature of such failure or refusal;

(b) Employee’s repeatedly engaging in willful and serious misconduct in connection with his employment;

(d) Employee’s conviction of, or pica of no contest to, a felony or other crime the circumstances of which are substantially related to the Employee’s position.

“Change of Control”shall mean (i) the closing of the sale, transfer or other disposition of all or substantially all of the Company’s assets, (ii) the acquisition by any person or group of persons in any transaction or series of related transactions of direct or indirect beneficial ownership (within the meaning of Section 13(d) of the Securities Exchange Act of 1934), other than the Current Holders of Securities of the Company, of the power, directly or indirectly, to vote or direct the voting of securities having more than 50% of the ordinary voting power for the election of directors of the Company, (iii) the consummation of the merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold not less than fifty percent (50%) of the voting power of the capital stock of the Company or the surviving or acquiring entity immediately following such merger or consolidation), or (iv) a liquidation, dissolution or winding up of the Company; provided, however, that a transaction shall not constitute a Change of Control if the Change of Control is the result of an equity or debt financing, or if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately prior to such transaction.

“Current Holders of Securities of the Company”shall mean the current holders of issued and outstanding “Securities” of the Company, their “Affiliates” (as such terms are defined herein), and their respective employees, officers, directors, blood or legal relatives, guardians, legal representatives, and trusts for the primary benefit of any of such persons.

“Disability”shall mean Employee’s inability, for a period of six (6) consecutive months, or a cumulative period of one hundred eighty (180) business days out of a period of twelve (12) consecutive months, to perform the essential duties of Employee’s position, even after taking into account any reasonable accommodation required by law, due to a mental or physical impairment. The determination of whether Employee is suffering from a Disability shall be made either (a) by an independent physician. mutually chosen by Employee and the Company; or (b) because Employee qualifies as disabled for purposes of the Company’s long term insurance disability plan, if applicable.

“Good Reason”shall mean the occurrence of one or more of the events set forth in clauses (a) through (e) below without the prior written consent of Employee, provided that (i) Employee delivers written notice to the Company of Employee’s intention to resign from employment due to one or more of such events, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such resignation, and (ii) such event or events are not cured by the Company within thirty (60) days following delivery of such written notice:

(a) a reduction in Employee’s annual rate of Base Compensation unless such reduction is made across all executives or employees of the Company;

(b) a termination or material reduction of a material benefit under any Company benefit plans, programs or arrangements, in which the Employee participates unless such termination or reduction is made across all executives or employees of the Company;

(d) the Company’s material failure to comply with the terms of this Agreement or any stock option or similar agreement with Employee then in effect;

(e) the requirement by the Company that Employee relocate or transfer Employee’s principal office to a location more than 50 miles from Malvern, PA Office (except that the requirement to travel in Section 2.3 shall not trigger this subsection (e)).

“Proceeding”shall have the meaning set forth in Section 8 hereof.

“Severance Period”shall mean (i) a period of six months (6) immediately following the effective date of termination of Employee’s employment hereunder if such termination is by the Company without Cause or by Employee for Good Reason, or such termination occurs within twelve (12) months after a Change of Control.

“Securities”means any and all securities as such term is defined in Section 2 of the Securities Act of 1933, as amended, including, without limitation, all common stock, preferred stock, convertible promissory notes, subordinated debt instruments, and other securities issued by the Company.

“Subsidiary”shall mean any corporation or other entity in which the Company owns directly or indirectly 50% or more of the voting securities of such corporation or other entity or 50% or more of the equity of such corporation or entity.

“Term”shall have the meaning set forth in Section 3 hereof.

2.Contingent Employment; Employment and Duties.

2.1 As of the Effective Date, Company hereby employs Employee and Employee hereby accepts appointment as the Vice President, Research and Development (“Vice President’)reporting to the Chief Executive Officer(“CEO”)of the company. Employee shall be member of the Executive Management Team. Employee shall be responsible for all duties and entitled to all authority customarily assigned to the position of Vice President, including those duties described on Exhibit A hereto, as well as those other duties and such other authority as specified by the CEO.

2.2 Employee shall render such services as are necessary and desirable to protect and advance the best interests of the Company, acting, in all instances, under the supervision of the CEO and in accordance with the policies set by the Company.

2.3 So long as Employee shall remain an employee of the Company, except as provided below, Employee’s entire working time, energy, skill and efforts shall be devoted to the performance of Employee’s duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company; provided, however, that Employee may (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; (iii) manage personal passive investments; (iv) limited role as a scientific advisor, so long as the foregoing activities, in the aggregate, do not materially interfere with the performance of Employee’s duties to the Company in accordance with this Agreement; or (iv) undertake such other endeavors as may be consented to by the CEO. Employee will be based out of and shall work from Malvern, PA office provided by the Company or other mutually agreeable office. Employee may be required to travel for up to 50% of Employee’s working time.

3.Term. Employee’s employment under this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years (the“Term”),unless sooner terminated pursuant to Section 6.

4.Compensation and Benefits.

4.1 Employee shall receive base compensation at the gross annual rate (without regard to authorized tax or other legally required deductions and withholdings) of $248,000, payable in installments in accordance with the Company’s regular payroll practices in effect from time to time. In addition, Employee shall receiveone-time sign on bonus of $25,000 paid along with the first payroll.

4.2 The Company may, in its sole discretion, pay to Employee an annual bonus based upon performance criteria set for Employee by the CEO and certain other factors, including the Company’s performance, financial stability, availability of cash, industry benchmarks and standards and market conditions. The Board intends to establish a performance—based bonus plan. Employee will be eligible to participate in the plan if and once established, with any bonuses being awarded in the discretion of CEO within the guidelines set by the Board for Executive Management Team. Any annual bonus so awarded shall be payable by February 28^th of each year for the Employee’s performance in the previous year (the“Measuring Year”).To be eligible for an annual bonus, the Employee must be employed on December 31^st of the Measuring Year.

4.3 On the Effective Date, Employee shall be granted an option to purchase Forty eight thousand (48,000) shares of common stock basis and otherwise pursuant to the terms of the Company’s 2014 Equity Stock Option Incentive Plan (the“Plan”).The award shall be subject to an award agreement and shall vest in three equal installments over the 3 year period on the anniversary date of the Effective Date. Notwithstanding anything to the contrary herein, in the event of a Change of Control, the entire award shall automatically vest. Employee may be eligible to participate in future stock option awards at the sole discretion of the Board.

5.Fringe Benefits. Employee shall be entitled to the benefits set forth below for so long as Employee’s employment with the Company continues:

5.1 The Company will reimburse Employee for all reasonable and necessary expenses incurred by Employee on behalf or for the benefit of the Company upon receipt of documentation therefor in accordance with the Company’s regular reimbursement procedures and practices in effect from time to time. The Company from time to time may require prior approval for individual expense items in excess ofpre-established aggregate amounts for a fixed period or in excess ofpre-established amounts for any type of expenditure during any fixed period.

5.2 Upon Employee’s achieving the eligibility requirements therefor, if any, Employee will be eligible to participate in all applicable and established Company benefit plans, programs and arrangements that may exist from time to time (including, without limitation, pension, profit sharing, 401(k) plans, and medical and life insurance programs) on the same terms as apply generally to other similarly situated employees of the Company from time to time.

5.3 Employee shall be entitled to the vacation, sick and other personal time off (PTO), in accordance with the Company’s employee handbook or policy for the same. Employee shall be entitled to take 4 weeks of paid vacation each calendar year, which vacation shall be prorated for any partial calendar year and shall accrue in equal installments throughout the calendar year. Any unused vacation at the end of each calendar year may be carried over by Employee to any subsequent calendar year, provided that such unused vacation carryover shall not exceed two weeks.

6.Termination; Payments to Employee.

6.1 If Employee dies or suffers a Disability during the Term of Employment, the Term and Employee’s employment with the Company shall terminate as of the date of death or Disability.

6.2 Subject to Section 6.4 below, either Employee or the Company may terminate this Agreement and Employee’s employment hereunder immediately upon written notice to the other party.

6.3 If Employee’s employment terminates for any reason, Employee (or his estate in the event of Employee’s death) shall be entitled to receive a lump sum cash payment equal to the sum of the following: (i) payment of accrued but unpaid Base Compensation up to the date of termination, and any earned but unused paid vacation through the date of termination, if any, (ii) any annual bonus, earned but unpaid for the previous calendar year, if applicable, and (iii) unreimbursed business expenses covered by Section 5.1 hereof.

6.4 In addition to the amounts to be paid to Employee in accordance with the provisions of Section 6.3 above, if Employee’s employment is terminated (i) by the Company without Cause or (ii) by Employee for Good Reason, then subject to Section 6.5, Employee shall be entitled to receive the following (collectively, (A) and (B) the“Severance Payment”):(A) for the duration of the Severance Period, Employee’s then current Base Compensation minus any applicable taxes, and other withholdings, payable in accordance with the Company’s standard payroll practices; and (B) from the commencement of the Severance Period until the earlier of the expiration of the Severance Period or such date as Employee, may be eligible for health insurance coverage under another employer’s or a spouse’s employer’s health plan, the Company will pay the Employee’s COBRA premium for any applicable health or dental insurance, if he is eligible to elect COBRA continuation coverage.

6.5 Employee shall not be entitled to receive the Severance Payment unless and until Employee executes, and does not revoke as permitted by law, a release in a form reasonably acceptable to the Company that unconditionally releases, waives, and fully and forever discharges the Company and its past and current shareholders, directors, officers, employees, and agents from and against any and all claims, liabilities, obligations, covenants, rights, demands and damages of any nature whatsoever, whether known or unknown, anticipated or unanticipated, including without limitation, any claims relating to or arising out of Employee’s employment with the Company, claims arising under the Age Discrimination and Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, or the Civil Rights Act of 1991, or claims arising under the applicable state fair employment laws, but excluding any rights of Employee under any remaining stock option agreements (if any) or other agreements relating to equity in the Company and Employee’s right to indemnification from the Company in respect of his services as a director, officer or employee of the Company or any of its Affiliates. The release shall also contain customarynon-disparagement covenants by Employee. Employee’s right to receive the Severance Payment is conditioned upon Employee’s performance of the obligations and covenants contained in this Employment Agreement and the Exhibits to this Agreement. In the event of any material breach of any such obligations during or after payment of the Severance Payment, the Company may cease to make any remaining payments.

7.Noncompetition; Nonsolicitation; Confidential Information, etc.

7.1 As a condition to Employee’s employment and in consideration of the compensation and benefits described herein, Employee agrees to execute thenon-competition agreement attached hereto as Exhibit B, effective as of the Effective Date.

7.2 Employee acknowledges and agrees that Employee is bound to the EmployeeNon-Disclosure and Business Ideas Agreement dated as of December 16, 2016, as attached hereto as Exhibit C, as amended, which shall continue in full force and effect.

8.Indemnification. Subject to the Company’s Articles of Incorporation and Bylaws, the Company shall indemnify Employee to the fullest extent permitted by law against all costs, expenses, liabilities and losses (including, without limitation, attorneys’ fees, judgments, fines, penalties, and amounts paid in settlement) reasonably incurred by Employee in connection with any “Proceeding” (as defined herein). For the purposes of this Section 8, a“Proceeding”shall mean any action, suit or proceeding, whether civil, criminal, administrative or investigative, in which Employee is made, or is threatened to be made, a party to, or a witness in, such action, suit or proceeding by reason of the fact that he is or was an officer, director or employee of the Company or is or was serving as an officer, director, member, employee, trustee or agent of any other entity at the request of the Company.

9.Miscellaneous.

9.1Binding Nature of Agreement. This Agreement shall be binding upon the Company and shall inure to the benefit of the Company, its Subsidiaries, successors and assigns, including any transferee of the business operation, as a going concern, in which Employee is employed and shall be binding upon Employee, Employee’s heirs and personal representatives. None of the rights or obligations of Employee hereunder may be assigned or delegated, except that in the event of Employee’s death or Disability, any rights of Employee hereunder shall be transferred to Employee’s estate or personal representative, as the case may he. The Company may assign its rights and obligations under this Agreement in whole or in part to any one or more Subsidiaries or successors. Any entity into which the Company is merged or with which the Company is consolidated or which acquires the business of the Company or the business unit in which Employee is to be principally employed shall be deemed to be a successor of the Company for purposes hereof.

9.2Entire Agreement. This Agreement, including its Exhibits, contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. Notwithstanding the foregoing, nothing herein shall limit the application of any generally applicable Company policy, practice, plan or the terms of any manual or handbook applicable to the Company’s employees generally.

9.3Notices. All notices, requests, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, or mailed first-class, postage prepaid, by registered or certified mail (notices sent by mail shall be deemed to have been given on the third day after the date sent), or by nationally recognized overnight carrier(notices sent by overnight shall be deemed to have been given on the day after the date sent) or by confirmed facsimile or electronic mail transmission with a hard copy deposited in first class mail the same day or the following day, as follows (or to such other address as either party shall designate by notice in writing to the other):

If to Company:

Ocugen Inc.

One Great Valley, Suite # 8

Malvern, PA 19355

Attention: Shankar Musunuri

If to Employee:

Rasappa Arumugham

9.4Governing Law; Forum. This Agreement shall be governed by the laws of Delaware.

9.5Headings. The article and section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

9.6Amendment. This Agreement may be amended, modified, superseded, canceled, renewed, or extended and the terms or covenants of this Agreement may be waived, only by a written instrument executed by both of the parties, or in the case of a waiver, by the party waiving compliance.

9.7Waiver. The failure of either party at any time or times to require performance of any provision of this Agreement shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

9.8Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.


COMPANY:

OCUGEN, INC.

By:		/s/ Shankar Musunuri
Name: Shankar Musunuri
Its: Chairman and CEO

EMPLOYEE:

BY:		/s/ Rasappa Arumugham
Name: Rasappa Arumugham

[Signature Page to Employment Agreement]

Exhibit A

Duties

Employee shall be the Company’s Vice President of Research and Development reporting to the CEO responsible for:

•

Managing company’sday-day all R&D and additional activities assigned by the CEO

•

Setting annual goals and execution of annual goals in line with company goals, development priorities for R&D including but not limited to formulation/analytical/process development, technology transfer to CM0s/CROs for clinical supplies/release testing and oversight of all relevant external partners to ensure company goals are met with high quality standards

•

Work closely with other departments in support of regulatory, clinical and commercial milestones are met

•

Supporting Executive Management Team as needed.

•

Supporting CEO for the meetings with potential investors for all fund raising activities

•

Hiring and retaining world-class team

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EXHIBIT B

EMPLOYMENTNON-COMPETITION AGREEMENT

THIS EMPLOYMENTNON-COMPETITION AGREEMENT by and between the undersigned employee (the `Employee”) and Ocugen, Inc., a Delaware corporation (“Company”) is effective as of the commencement of the Employee’s employment pursuant to the Executive Employment Agreement dated as of January 21, 2016

RECITALS

Employee’s position in the Company is such that Employee will, at times, either personally generate, or be entrusted with, information, ideas and materials which are the Company’s property, involve trade secrets, involve customer information and customer lists, or relate to confidential matters of the Company; and

B.	The Company will expend and continue to expend substantial time, effort and money to develop its technology and products, to service its customers and future customers and to provide the Employee the opportunity and the resources to extend the goodwill of the Company.

AGREEMENT

In consideration of Employee’s commencement of employment, and as a condition thereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and the Company hereby agree as follows:

1.Non-Competition.

1.1Following Employment. Without the Company’s prior written consent, while the Employee is employed and for twelve (12) months following the end, for whatever reason, of the Employee’s employment with the Company (the“Non-Competition Period”), the Employee agrees that in the Restricted Area, Employee will not perform substantially the same or similar functions or duties which Employee provided to the Company in the Restricted Field for any person (including Employee), entity, division, business unit, or association (“Person”) that is engaged or is contemplating engaging in the Restricted Field; or (b) advise or consult with any Person primarily engaged or is contemplating engaging in the Restricted Field regarding the same or similar functions or duties for which Employee was responsible for at the Company.

1.2Restricted Field. For purposes hereof, “Restricted Field” means the business of (i) developing, designing, manufacturing, marketing and selling biopharmaceutical products that are intended for treatment of age related macular degeneration, geographic atrophy, diabetic retinopathy, or retinitis pigmentosa or (ii) the sale or development of any other products sold or developed by the Company in the twelve months prior to the end of Employee’s employment.

1.3Restricted Area. For purposes hereof, “Restricted Area” means theUnited States. Employee understands that the market for the Company’s products is worldwide and that the Company is marketing, promotion, and attempting to sell, and selling its products worldwide.

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2.No Interference. Employee further agrees that while Employee is employed and for a period twelve (12) months thereafter, Employee shall not take any directed action to cause any customer, supplier, or vendor of the Company to terminate or materially diminish its relationship with the Company.

3.Employee Disclosures and Acknowledgments.

3.1Scope of Restrictions. Employee acknowledges and represents that the scope of the restrictions contained in this EmploymentNon-Competition Agreement are appropriate, necessary and reasonable for the protection of the Company’s legitimate business interests and customer goodwill. Employee acknowledges that the restrictions imposed herein will not prevent Employee from earning a living at the end of Employee’s employment with the Company.

3.2Prospective Employers. Employee agrees, during the term of any restriction contained in this EmploymentNon-Competition Agreement, to disclose this EmploymentNon-Competition Agreement to any entity which offers employment to Employee. Employee further agrees that the Company may send a copy of this EmploymentNon-Competition Agreement to, or otherwise make the provisions hereof known to, any of Employee’s potential or future employers.

4.Miscellaneous.

4.1Binding Effect. This EmploymentNon-Competition Agreement binds Employee’s heirs, executors, administrators, legal representatives and assigns and inures to the benefit of the Company and its successors and assigns. The Company may assign this EmploymentNon-Competition Agreement.

4.2Amendment or Waiver. No provision of this Employment Non-

Competition Agreement may be amended or waived other than in writing by the party against whom enforcement of such amendment or waiver is sought.

4.3Injunctive Relief. The parties agree that damages will be an inadequate

remedy for breaches of this Agreement and in addition to damages and any other available relief, a court shall be empowered to grant injunctive relief without the Company’s posting of any bond or other security. The Company shall be entitled to recover from Employee all litigation costs and attorneys’ fees incurred by the Company in any action or proceeding relating to this Agreement in which the Company prevails. The Employee shall be entitled to recover from Company all litigation costs and attorneys’ fees incurred by the Employee in any action or proceeding relating to this Agreement in which the Employee prevails.

4.4Enforceability. Employee agrees that if, at any time, despite the express agreement of the parties hereto, a court of competent jurisdiction holds that any portion of this EmploymentNon-Competition Agreement is unenforceable for any reason, the maximum restrictions that are reasonable under the circumstances, as determined by such court, will be substituted for any such restrictions held unenforceable.

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4.5No Strict Construction. The language used in this Employment Non- Competition Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any person or entity.

4.6Governing Law. This EmploymentNon-Competition Agreement shall be governed by and construed in accordance with the substantive and procedural laws of Delaware.

4.7Entire Agreement. This Agreement represents the parties’ entire understanding with respect to the subject matter contained herein and supersedes any previous agreements, oral or otherwise, between the parties.

[remainder of the this page is intentionally left blank]

B-3

This EmploymentNon-Competition Agreement is dated as of the date first written above.


Employee

.
Name: Rasappa Arumugham

Ocugen, Inc. (“Company”)

By:

		Chairman and CEO

[Signature Page toNon-Competition Agreement]

EXHIBIT C

OCUGEN, INC.

EMPLOYEE NONDISCLOSURE AND BUSINESS IDEAS AGREEMENT

(new Employees)

THIS EMPLOYEE NONDISCLOSURE AND BUSINESS IDEAS AGREEMENT(“Agreement”) by and between the undersigned employee (“Employee”) and Ocugen, inc., a Delaware corporation (“Company”) is made effective as of the commencement date of Employee’s employment with or provision of services to the Company, as applicable.

RECITALS

A.During such time that Employee is engaged by the Company in any capacity, whether as an advisor, consultant or employee, and whether Employee is engaged by the Company in only one or in more than one such capacity(ies) (the “Period_of_Engagement”), Employee will personally generate, or be entrusted with, information, ideas and materials which are the Company’s confidential and proprietary property, including, without limitation, trade secrets, confidential customer information and information related to other confidential and proprietary matters of the Company.

B. The Company has expended, and will continue to expend, substantial time, effort and money to protect such confidential and proprietary Company property and supplier and customer relationships, to service its suppliers and customers and to provide Employee the opportunity and the resources to extend the goodwill of the Company.

AGREEMENT

In consideration of and as a condition to the commencement of Employee’s employment with or provision of services to the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and the Company hereby agree as follows:

1. Confidentiality Obligations.

1.1During Engagement.During the Period of Engagement, Employee will not directly or indirectly use or disclose any Confidential Information (as defined in Section 1.6. below) or Trade Secret (as defined in Section 1.7, below) of the Company, except as authorized by and in the interest and for the benefit of the Company.

1.2Trade Secrets Post-Engagement.After the end, for whatever reason, of the Period of Engagement, Employee will not directly or indirectly use or disclose any Trade Secret of the Company.

1.3Confidential Information Post-Engagement.For a period of twenty-four (24) consecutive months immediately following the end, for whatever reason, of the Period of Engagement, Employee will not directly or indirectly use or disclose any Confidential Information of the Company.

1.4General Skills and Knowledge.Nothing in this Agreement shall prevent Employee, after the end of the Period of Engagement, from using general skills and knowledge gained while employed by or providing services to the Company.

1.5Trade Secret Law.Nothing in this Agreement shall limit or supersede any common law, statutory or other protections of trade secrets where such protections provide the Company with greater rights or protections than provided for in this Agreement.

1.6Confidential Information.The term “Confidential Information” means all confidential and proprietary information of, about or related to the Company, or provided to the Company by its customers, suppliers or affiliates, that is not known generally to the public or the Company’s competitors. Confidential Information may include, hut is not limited to: (i) allknow-how and other technical information relating to the products and services of the Company, specifications, designs, processes, methods,know-how, plans, policies, procedures, employees, legal and regulatory affairs, assets, discoveries, inventions, trademarks, patents, patents pending, patent applications, copyrights, copyright applications, scientific or technical data, research or development, distribution, sales, marketing, expenses, business plans, financial statements and data, customer and supplier lists, costs of goods, source code and relationships with third parties; (ii) information which is marked or otherwise designated or treated as confidential or proprietary by the Company; and (iii) information received by the Company from others which the Company has an obligation to treat as confidential.

1.7Trade secret.The term “Trade _Secret” has that meaning set forth under applicable law.

1.8Exclusions.Notwithstanding Sections 1.6 or 1.7, above, as applicable, the terms “Confidential Information” and “Trade Secret” do not include, and the obligations set forth in this Agreement do not apply to, any information which: (i) can be demonstrated by written evidence by Employee to have been known by

Employee prior to the Period of Engagement; or (ii) is or becomes generally available to the public through no act or omission of Employee.

2.Non-Solicitation. During the Period of Engagement and for a period of twelve (12) consecutive months immediately thereafter, Employee shall not directly or indirectly encourage any other provider of services to the Company to terminate his/her employment with or provision of services to the Company or solicit such an individual for employment or services in a manner which would end or diminish that other Employee’s services to the Company. Nothing herein shall be interpreted to limit the ability of Employee to act as a reference for another provider of services to the Company.

Also during the Period of Engagement and for a period of twelve (12) consecutive months immediately thereafter Employee will not, directly or indirectly, solicit or otherwise attempt to sell to any Restricted Customer (as defined below) any goods or services that are substantially similar to those sold by the Company in the 12 months prior to the termination of the Employee’s employment. Restricted Customer means any individual or entity (i) to whom or to which (A) the Company sold its respective products or services in the twelve months prior to the termination of Employee’s employment, or (B) the Company has sent a product quotation to such potential customer for the Company’s products or services in the six months prior to the termination of Employee’s employment and the Company has continued to solicit such potential customer to close the sale related to or in connection with such product quotation; or (ii) with whom/which Employee had direct contact on behalf of the Company related to a sale or potential sale during the 12 months preceding the termination of Employee’s employment.

3. Business Idea Rights.

3.1Assignment. The Company will own, and Employee hereby assigns and agrees to assign to the Company, all rights in all Business Ideas (as defined in Section 3.4, below) which Employee originates or develops either alone or working with others during the Period of Engagement. All Business Ideas which are or form the basis for copyrightable works are hereby assigned to the Company and/or shall be assigned to the Company or shall be considered “works for hire” as that term is defined by United States copyright law.

3.2Disclosure. During the Period of Engagement, Employee will promptly disclose all Business Ideas to the Company.

3.3Execution of Documentation. Employee, at any time during or after the Period of Engagement, will promptly execute all documents which the Company may reasonably require to perfect its patent, copyright and other rights to such Business Ideas throughout the world.

3.4Business Ideas. The term “Business Ideas” means all ideas, designs, modifications, formulations, specifications, concepts,know-how, trade secrets, discoveries, inventions, data, software, developments and copyrightable works, whether or not patentable or registrable, that are ( i) related to any business engaged in or contemplated by the Company; (ii) originated or developed during Employee’s working hours for the Company, or (iii) originated or developed in whole or in part using materials, labor, facilities, or equipment furnished by the Company.

4. Return of Property.Upon the end, for whatever reason, of the Period of Engagement or upon request by the Company at any time, Employee shall immediately return to the Company all property, documents, records, and materials belonging and/or relating to the Company and all copies of all such materials. Upon the end, for whatever reason, of the Period of Engagement or upon request by the Company at any time, Employee further agrees to destroy such records maintained by Employee on Employee’s own computer equipment and to certify in writing, at the Company’s request, that such destruction has occurred.

S. Employee Disclosures and

Acknowledgments.

5.1Confidential Information of Others. Employee certifies that Employee has not, and will not, disclose or use during the Period of Engagement any confidential information which Employee acquired as a result of any previous employment or provision of services, or under a contractual obligation of confidentiality or secrecy, before Employee became an employee of or provider of services to the Company. Employee has no prior obligations (written and oral), such as confidentiality agreements or covenants restricting future employment or consulting, that Employee has entered into which restrict Employee’s ability to perform any services as an employee of or provider of services to the Company.

5.2Scope of Restrictions. By entering into this Agreement, Employee acknowledges and agrees that the scope of the restrictions contained in this Agreement are appropriate, necessary and reasonable for the protection of the Company’s business, goodwill and property rights, including the protection of the Company’s Confidential Information and Trade Secrets. Employee further acknowledges and agrees that the restrictions imposed by this Agreement will not prevent him/her from earning a living in the event of, and after, the end, for whatever reason, of the Period of Engagement.

5.3ProspectiveEmployers. Employee agrees,

during the term of any restriction contained in this Agreement, to disclose this Agreement to any entity which offers to Employee employment or the opportunity to provide services. Employee further agrees that the Company may send a copy of this

6.Miscellaneous.

6.1Entire Agreement, Amendment or Waiver. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and all prior discussions, negotiations, agreements, correspondence, and understandings, whether oral or written, between Employee and the Company with respect to the subject matter hereof, including, without limitation, any Nondisclosure Agreement dated prior to this agreement, are here by superseded. No provision of this agreement may be amended or waived other than in writing by the party against whom enforcement of such amendment or waiver is sought.

6.2InjunctiveRelief. The parties agree that damages will be an inadequate remedy for breaches of this Agreement and in addition to damages and any available relief, a court shall be empowered to grant injunctive relief without the necessity of posting bond or other security.

6.3Governing Law. This Agreement and all questions arising in connection herewith shall be governed by and construed in accordance with the laws of Delaware.

6.4Consideration. Execution of this Agreement is a condition of Employee’s commencement of employment with the Company.

6.5Severability. The obligations imposed by, and the provisions of, this Agreement are severable and should be construed independently of each other. The invalidity of one provision shall not affect the validity of any other provision.

Agreement to, or otherwise make the provisions hereof known to, any of Employee’s potential or future employers or business engagements.

6.6Terminable-At-Will. Nothing in this Agreement shall be construed to limit the right of either party to terminate the employment at any time for any or no reason with or without notice.

IN WITNESS WHEREOF, Employee and the Company have executed this Nondisclosure and Business Ideas Agreement to be effective as of the date first above written.


COMPANY:

OCUGEN, INC.

EMPLOYEE

By:
Name: Rasappa Arumugham

,Date: , 2016

By:
		Shankar Musunuri
		Chairman & CEO

Date: , 2016

Ocugen (OCGN) S-4Registration of securities issued in business combination transactions