Number of Shares Contract Clauses (342)

Number of Shares. The number of shares of Common Stock subject to your Award will be adjusted for Capitalization Adjustments, if any, as provided in the Plan.

Number of Shares. The total number of shares of the Series A Preferred Stock shall be 1,000,000. The number of shares of the Series A Preferred Stock may from time to time be increased or decreased (but not below the number then outstanding) by the Board of Directors, subject to the Certificate of Incorporation, Section 151(g) of the Act, and the provisions of this Certificate of Designations.

Number of Shares. Subject to any adjustments pursuant to Section 11 herein, this Warrant may be exercised, in whole or in part, for up to 330,749 shares of Series F Preferred Stock (the "Warrant Shares").

Number of Shares. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 8,000,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 8,000,000. The maximum aggregate number of Shares associated with any Award granted under the Plan in any calendar year to any one Non-Employee Director shall be 100,000 Shares." 2.E...xcept as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect. The foregoing is hereby acknowledged as being the Second Amendment to the Plan, as adopted by the Board on April 28, 2021, and approved by the Company's stockholders on June 17, 2021. MUSTANG BIO, INC. By: /s/ Manuel Litchman, M.D. Manuel Litchman, M.D. President and Chief Executive Officer EX-10.1 3 tm2120272d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO THE MUSTANG BIO, INC. 2016 EQUITY INCENTIVE PLAN This Second Amendment to the Mustang Bio, Inc. 2016 Equity Incentive Plan (the "Plan"), as amended on June 14, 2018, is hereby adopted this 17th day of June, 2021, by the Board of Directors (the "Board") of Mustang Bio, Inc. (the "Company"). WITNESETH: WHEREAS, the Company adopted the Plan for the purposes set forth therein; and WHEREAS, pursuant to Section 15.1 of the Plan, the Board has the right to amend the Plan with respect to certain matters, provided that any material increase in the number of Shares available under the Plan shall be subject to stockholder approval; and WHEREAS, Board has approved and authorized this Second Amendment to the Plan and has recommended that the stockholders of the Company approve this Second Amendment; NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars: 1.Section 5.1 of the Plan is hereby amended by increasing the share references in such section from 5,000,000 to 8,000,000, so that such section reads in its entirety as follows: "5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 8,000,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 8,000,000. The maximum aggregate number of Shares associated with any Award granted under the Plan in any calendar year to any one Non-Employee Director shall be 100,000 Shares." 2.Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect. The foregoing is hereby acknowledged as being the Second Amendment to the Plan, as adopted by the Board on April 28, 2021, and approved by the Company's stockholders on June 17, 2021. MUSTANG BIO, INC. By: /s/ Manuel Litchman, M.D. Manuel Litchman, M.D. President and Chief Executive Officer View More

Number of Shares. The RSUs subject to the Award may be adjusted from time to time for capitalization adjustments and corporate transactions as provided in Section 12 of the Plan. Notwithstanding the foregoing, no fractional Shares or rights for fractional Shares will be created pursuant to such adjustments, and the Committee will, in its discretion, determine an equivalent benefit for any fractional Shares that might be created by such adjustments. 1 4. Securities Law and Other Compliance. You may not be issued a...ny Shares under the Award unless either (a) the Shares are registered under the Securities Act; or (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. The Award also must comply with other Applicable Laws and regulations governing the Award, and you will not receive such Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. The Company will have no liability for failure to issue or deliver any Shares pursuant to this Award unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. Furthermore, the Applicable Laws of the country in which you are residing or working at the time of grant, vesting, and/or settlement of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent settlement of this Award. As a condition to the Award, the Company may require you to make any representation and warranty as may be required by Applicable Laws. For purposes of this Agreement and the Award, Applicable Laws means all applicable federal, state, local and foreign laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws and any stock exchange rules or regulations, as such laws, rules, and regulations shall be in effect from time to time. View More

Number of Shares. Subject to the terms and conditions hereinafter set forth, including on Exhibit A attached hereto, the Registered Holder is entitled, upon surrender of this Warrant, to purchase from the Company the number of shares (subject to adjustment as provided herein) of Warrant Stock first set forth above.

Number of Shares. The number of Shares to be issued to you upon settlement of your MSUs (your "MSU Shares") as referenced in your Grant Notice will be determined under the performance vesting provisions in Paragraph 3 of this Agreement equal to a percentage (the "Applicable Percentage") of the Target Number of MSU Shares set forth in your Grant Notice. The Target Number of MSUs prior to performance vesting, or the resulting number of MSU Shares determined upon performance vesting, may be adjusted from time to tim...e upon changes in capitalization of the Company pursuant to Section 18 of the Plan. View More

Number of Shares. The number of RSUs may be adjusted from time to time for capitalization adjustments, as provided in Section 4.3 of the Plan.