Exhibit 10.11
EXECUTION VERSION
THE SECURJTIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURJTIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURJTIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURJTIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHER WISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
Date of lssuance: June 20, 2023
FORM OF
WARRANT TO PURCHASE CLASS A COMMON STOCK OF CELULARITY INC.
For value received, Celularity Inc., a Delaware corporation (the "Company"), hereby grants to
C.V. Starr & Co., Inc. ("Holder") this warrant to purchase that number of shares of the Company's Class A Common Stock (defined below) as set forth in Section 2.2 hereof, as may be adjusted from time to time pursuant to Section 12 hereof.
"Business Days" shall mean any day other than a Saturday, a Sunday or any other day on which the Federal Reserve Bank of New York is required by Law to be closed.
"Change of Controf' shall mean a transaction or a series of related transactions involving
(i) a consolidation or merger of the Company which results in the stockholders of the Company immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity, (ii) the sale, transfer or lease of aJI or substantially all of the Company's assets taken as a whole together with any assets of the Company's subsidiaries, whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions,
(iii) the grant of an exclusive license to all or substantially all of the Company's intellectual property that is used to generate all or substantially all of the Company's revenues, or (iv) any sale of all or substantially all of the Company's equity or any other transaction which results in the stockholders of the Company immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving entity but not including any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company is cancelled or converted (or a combination thereof).
"Class A Common Stock" shall mean the Class A Common Stock, par value $0.0001 per share, of the Company.
"Date of Issuance" means the date of issuance first written above.
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"Trading Market"" means any of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).
"VWAP'' means, for any date, the price determined by the first of the following clauses that applies: (i) if the Class A Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Class A Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Class A Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (ii) if the Class A Common Stock is not then listed or quoted on a Trading Market, but is listed or quoted on OTCQB or OTCQX, the volume weighted average price of the Class A Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable; (iii) if the Class A Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Class A Common Stock so reported; or (iv) in all other cases, the fair market value of a share of Class A Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Shares then outstanding and reasonably acceptable to the Company.
"Warrant" as used herein shall include this warrant (as the same may be amended from time to time) and any warrants delivered in substitution or exchange therefor as provided herein.
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X = Y(A-B)/A
where:
X = the number of Shares to be issued to the Holder;
Y = the number of Shares with respect to which this Warrant is being exercised;
A = the VWAP on the Trading Date immediately preceding the date of the applicable Notice of Exercise; and
B = the Exercise Price.
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application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
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to what extent. In connection with making an investment decision in connection with entering into this Warrant, Holder will be relying on its own knowledge and experience and advice obtained from Holder's legal, tax and financial advisor.
(t) Foreign Investors. Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with entering into this Warrant, including (i) the legal requirements within its jurisdiction for entering into this Warrant and the exercise of this Warrant, (ii) any foreign exchange restrictions applicable to the exercise of this Warrant, (iii) any governmental or other consents that may need to be obtained, including with respect to the payment of the Exercise Price, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of this Warrant or the shares of Class A Common Stock issuable upon exercise hereof. The Holder's acquisition of this Warrant and payment for the Class A Common Stock upon exercise of this Warrant and continued beneficial ownership of such shares will not violate any applicable securities or other laws of the Holder's jurisdiction.
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purchasable hereunder after giving effect to such adjustment and shall cause a copy of such certificate to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant.
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right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company which such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 12, and, from and after the date of such distribution, the Company shall hold and set aside (or cause to be held and set aside in a commercially reasonable manner) an amount of such property equal to Holder's pro rata portion thereof for distribution to Holder pursuant hereto.
a.m. and 5:00 p.m. recipient's local time on a Business Day; (iii) seven Business Days after deposit
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in the U.S. mail with first class or certified mail receipt requested postage prepaid and addressed to the other party; or (iv) the next Business Day after deposit with an international overnight delivery service, postage prepaid, addressed to the parties with next Business Day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. Each person making a communication hereunder by email or facsimile shall promptly confirm by telephone between 8:00 a.m. and 5:00 p.m. recipient's local time on a Business Day to the person to whom such communication was addressed each communication made by it by email or facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. All communications shall be sent to the address, email address or facsimile number of a party appearing in its signature block hereto or at such address, email address or facsimile number as such party may designate by ten (10) days advance written notice to the other parties hereto.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the Date oflssuance indicated above.
COMPANY:
CELULARITY INC.
Name: /s/ David C. Beers
Title: Chief Financial Officer
Address:
Celularity Inc. 170 Park Ave
Florham Park, New Jersey 07932
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ACKNOWLEDGED AND AGREED:
HOLDER:
C.V. STARR &CO., INC.
Name: /s/ Howard I. Smith
Title: Vice Chairman - Finance
Address:
C.V. Starr & Co., Inc.
399 Park Avenue, 17t11 Floor New York, NY 10022
Attn: Howard I. Smith
With a copy to:
Starr Insurance Holdings, Inc. 399 Park Avenue, yct Floor New York, NY 10022
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EXHIBIT A
FORM OF NOTICE OF EXERCISE
To: Celularity Inc.
170 Park Ave
Florham Park, New Jersey 07932
By checking the appropriate line, the undersigned ("Holder"), pursuant to the provisions set forth in the Warrant to Purchase Class A Common Stock of Celularity Inc., dated June 20, 2023 (the "Warrant"), hereby elects to purchase shares of Class A Common Stock (as defined in the Warrant) pursuant to the terms of the Warrant, and tenders herewith payment of the purchase price for such shares in full as follows:
[ ] check in the amount of $ payable to order of the Company enclosed herewith
[ J wire transfer of immediately available funds to the Company's bank account
[ J cashless exercise pursuant to Section 4.2 of the Warrant
Date
[Print Name]
Signature
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