Celularity Inc Sample Contracts
COMMON STOCK PURCHASE WARRANT Celularity Inc.Security Agreement • January 3rd, 2025 • Celularity Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 27, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 27, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Celularity Inc., a Delaware corporation (the “Company”), up to 1,263,157 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2023 • Celularity Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2025 • Celularity Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 27, 2024, between Celularity Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between CELULARITY INC. and THINKEQUITY LLC as Representative of the Several Underwriters CELULARITY INC.Underwriting Agreement • February 13th, 2025 • Celularity Inc • Pharmaceutical preparations • New York
The undersigned, Celularity Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • May 24th, 2019 • GX Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 20, 2019, is by and between GX Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 24th, 2019 • GX Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 20, 2019, by and between GX Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between GX ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: May 20, 2019Underwriting Agreement • May 24th, 2019 • GX Acquisition Corp. • Blank checks • New York
The undersigned, GX Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
GX Acquisition Corp.Securities Subscription Agreement • November 5th, 2018 • GX Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 24, 2018 by and between GX Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and GX Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2019 • GX Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2019, is made and entered into by and among GX Acquisition Corp., a Delaware corporation (the “Company”), GX Sponsor LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CLASS A COMMON STOCK PURCHASE WARRANT CELULARITY INC.Warrant Agreement • May 11th, 2022 • Celularity Inc • Pharmaceutical preparations • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Celularity Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CELULARITY INC.Pre-Funded Common Stock Purchase Warrant • February 13th, 2025 • Celularity Inc • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Celularity Inc., a Delaware corporation (the “Company”), up to ________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
May 20, 2019 GX Acquisition Corp.Underwriting Agreement • May 24th, 2019 • GX Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among GX Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration st
COMMON STOCK PURCHASE WARRANT CELULARITY INC.Common Stock Purchase Warrant • July 28th, 2023 • Celularity Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January [__], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January [___], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Celularity Inc., a Delaware corporation (the “Company”), up to [______] shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 13th, 2019 • GX Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2019, by and between GX Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 13th, 2019 • GX Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between GX Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2024 • Celularity Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2024, between Celularity Inc., a Delaware corporation (the “Company”), and Dragasac Limited, a company incorporated in the Isle of Man (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2022 • Celularity Inc • Pharmaceutical preparations • New York
CELULARITY INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 2021 and is between Celularity Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
Celularity Inc.Placement Agent Agreement • July 28th, 2023 • Celularity Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2025 • Celularity Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2024, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2024 • Celularity Inc • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of March 13, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CELULARITY INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • February 13th, 2025 • Celularity Inc • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Celularity Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Convertible Promissory NoteConvertible Note • March 15th, 2024 • Celularity Inc • Pharmaceutical preparations
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated March 13, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2024 • Celularity Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 25, 2024, and is by and between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 24th, 2019 • GX Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 20, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between GX Acquisition Corp., a Delaware corporation (the “Company”) and GX Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 23rd, 2021 • GX Acquisition Corp. • Pharmaceutical preparations • New Jersey
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Bradley Glover (“Executive”) and Celularity, Inc. (the “Company”), and effective as of, and contingent upon, the closing of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization dated as of January 7, 2021, by and among the Company, GX Acquisition Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GX (the “Transactions,” and such date, the “Effective Date”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2021 • GX Acquisition Corp. • Blank checks • New Jersey
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Xiaokui Zhang, PhD (“Executive”) and Celularity Inc. (the “Company”), and effective as of, and contingent upon, the closing of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization dated as of January 7, 2021, by and among the Company, GX Acquisition Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GX (the “Transactions,” and such date, the “Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2025 • Celularity Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July __, 2025, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
] Units Consisting of [ ] shares of Class A Common Stock and Warrants to Purchase [ ] shares of Class A Common Stock CELULARITY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2022 • Celularity Inc • Pharmaceutical preparations • New York
Celularity Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to BTIG, LLC, as representative (the “Representative”) of the several underwriters named on Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), (i) an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [ ] shares of Common Stock (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional [ ] shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) and/or Warrants (the “Option Warrants” and, together with the Firm Warrants, the “Warrants”) to purchase up to an additional [ ] shares of Common Stock (the “Option Warrant Sh
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2025 • Celularity Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June __, 2025, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LOAN AGREEMENTLoan Agreement • August 25th, 2023 • Celularity Inc • Pharmaceutical preparations • New York
This Loan Agreement, dated as of August 21, 2023 (“Agreement”), is among Celularity Inc., a Delaware corporation (the “Borrower”), and the lenders party hereto (collectively, the “Lenders” and each, a “Lender” and, together with the Borrower, the “Parties” and each, a “Party”).
COMMON STOCK PURCHASE WARRANT CELULARITY, INC.Common Stock Purchase Warrant • December 19th, 2025 • Celularity Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Helena Special Opportunities LLC a Cayman Islands limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on [____] (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Celularity, Inc., a Delaware corporation (the “Company”), up to Fifty Thousand (50,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 17th, 2024 • Celularity Inc • Pharmaceutical preparations
This Agreement is made pursuant to the Second Amended and Restated Loan Agreement, dated as of the date hereof, between the Company and Holder (the “Loan Agreement”).
ASSET PURCHASE AND EXCLUSIVE LICENSE AGREEMENTAsset Purchase and Exclusive License Agreement • March 10th, 2026 • Celularity Inc • Pharmaceutical preparations • New York
This Asset Purchase and Exclusive License Agreement (this “Agreement”) is made effective as of March 6, 2026 (the “Effective Date”) by and between Celularity Inc., a Delaware corporation with a principal place of business at 170 Park Ave., Florham Park, New Jersey 07932 (“Licensor”), and NexGel, Inc., a Delaware corporation with a place of business at 2150 Cabot Blvd. West, Suite B, Langhorne, Pennsylvania 19047 (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties”.
ContractLease Agreement • July 30th, 2024 • Celularity Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into as of 9/14/2023 (the “Amendment Effective Date”) by and between LIPT 170 PARK AVENUE, LLC (“Landlord”), a Delaware limited liability company, and CELULARITY INC., a Delaware corporation (“Tenant”).