EXECUTION VERSION
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES 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 SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (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 OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
Date of Issuance: January 9, 2020
Amended and Restated Date: January 16, 2024
Amended and Restated Warrant to Purchase CLASS A COMMON Stock of Celularity Inc.
For value received, Celularity Inc., a Delaware corporation (the “Company”), hereby grants to Dragasac Limited, a company incorporated in the Isle of Man (“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. This Amended and Restated Warrant, supersedes, amends and restates, in its entirety, the Warrant to Purchase Series B Preferred Stock of Celularity Inc. (now known as Celularity LLC and a wholly-owned subsidiary of the Company (“Legacy Celularity”)), and originally issued by Legacy Celularity to the Holder on January 9, 2020 and amended on March 16, 2020 and on January 8, 2021, which was assumed by the Company effective July 16, 2021 upon the closing of the Merger Agreement (as defined below) and became exercisable for shares of the Company’s Class A Common Stock pursuant to that certain Agreement and Plan of Merger and Reorganization dated January 8, 2021 by and among the Company, Legacy Celularity and other parties thereto (the “Merger Agreement”).
“Business Day” 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.
“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.
“Trading Day” means a day on which the principal Trading Market is open for trading.
“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,
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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 Warrants then outstanding and reasonably acceptable to the Company.
“Warrant” as used herein shall include this amended and restated 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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[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 Amended and Restated Date indicated above.
COMPANY:
CELULARITY INC.
By: /s/ Robert J. Hariri
Name: Robert J. Hariri
Title: CEO
HOLDER:
DRAGASAC LIMITED
By: /s/ WONG Yee Fun
Name: WONG Yee Fun
Title: Director
[Signature Page to A&R Warrant – Dragasac Limited]
EXHIBIT A
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 Amended and Restated Warrant to Purchase Class A Common Stock, dated January 16, 2024 (the “Warrant”), hereby elects to purchase 6,529,818 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 |
[ ] | wire transfer of immediately available funds to the Company’s bank account |
[ ] | cashless exercise pursuant to Section 4.2 of the Warrant |
_____________________
Date:
_______________________________________
(Print Name)
________________________________________
_______________________________________
Signature