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 30th day of September, 2019.
/s/ Frank Leo
Name: Frank Leo
