REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2023 • Celularity Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [•], 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each of the several Holders signatory hereto.
COMMON STOCK PURCHASE WARRANT Celularity Inc.Common Stock Purchase Warrant • March 23rd, 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 a time on or after [•], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•], 2028 (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2023 • Celularity Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2023, 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 • March 23rd, 2023 • Celularity Inc • Pharmaceutical preparations • New York
This Loan Agreement, dated as of March 17, 2023 (this “Agreement”), is among Celularity Inc., a Delaware corporation (the “Borrower”), and C.V. Starr & Co. Inc. (the “Lender” and, together with the Borrower, the “Parties” and each, a “Party”).
