Common use of SELLING STOCKHOLDERS Clause in Contracts

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrants and pre-funded warrants. For additional information regarding the issuances of those shares of common stock stock, pre-funded warrants and warrants, see “Private Placement of Shares of Common Stock and WarrantsSecurities” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsour securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock stock, pre-funded warrants and warrantswarrants and any other rights to purchase our common stock, as of ________, 20232022, assuming exercise of the any pre-funded warrants, warrants or other rights held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and WarrantsSecurities” described above above, (ii) the maximum number of shares of common stock issuable upon exercise of the pre-funded warrants and (iiiii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in the case of the pre-funded warrants and warrants determined as if the such outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each each, as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the any warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants and warrants, a selling stockholder shareholder may not exercise the pre-funded warrants and warrants to the extent such exercise would cause such selling stockholdershareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such pre-funded warrants and warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders shareholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C CELULARITY FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the preferred shares and exercise of the warrants. For additional information regarding the issuances issuance of those the preferred shares of common stock and the warrants, see “Private Placement of Preferred Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the preferred shares of common stock and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock stock, preferred shares and warrants, as of ________, 202320__, assuming conversion of the preferred shares and exercise of the warrants held by the each such selling stockholder on that date, without regard to date but taking account of any limitations on exerciseconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take in account any limitations on (i) conversion of the preferred shares set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the preferred shares and the warrants, this prospectus generally covers the resale of the sum of (i) sum of the maximum number of shares of common stock issued or issuable pursuant to the selling stockholders in Certificate of Designations, including payment of interest on the “Private Placement of Shares of Common Stock and Warrants” described above preferred shares through [DATE], and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the related warrants, in each case, determined as if the outstanding preferred shares (including interest on the preferred shares through [DATE]) and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at the floor price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding the applicable date of determination preferred shares and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the Certificate of Designations and the warrants, a certain of our selling stockholder stockholders may not convert the preferred shares or exercise the warrants to the extent such exercise would cause (but only to the extent) such selling stockholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our shares of common stock which would exceed 9.99%, 19.99% of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock of Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock [LEAD INVESTOR] (such shares of common stock, the “Registrable Securities”1) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[OTHER BUYERS]

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrantswarrants and conversion of the preferred stock. For additional information regarding the issuances of those shares of common stock stock, warrants and warrantspreferred stock, see “"Private Placement of Shares of Common Stock Shares, Warrants and Warrants” Preferred Stock" above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock stock, the warrants and the warrantspreferred stock, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock stock, warrants and warrantspreferred stock, as of ________, 20232017, assuming exercise of the warrants and conversion of the preferred stock held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and __________________ ,(ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, and (iii) the maximum number of shares of common stock issuable upon conversion of the related preferred stock, determined as if the outstanding preferred stock were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantswarrants or the conversion of the preferred stock. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrants and the preferred stock, as applicable, a selling stockholder may not exercise the warrants or convert the preferred stock, as applicable to the extent such exercise or conversion, as applicable would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants or upon conversion of the preferred stock, as applicable, which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Nemus Bioscience, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 2023200_, assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of at least ___________ shares of common stock issued or issuable to the selling stockholders in pursuant to the “Private Placement Securities Purchase Agreement. Because the conversion price of Shares the convertible debentures and the exercise price of Common Stock and Warrants” described above and (ii) the maximum warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date shares being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock YA Global Investments, L.P. (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, Selling Stockholders and those issuable to the selling stockholders, Selling Stockholders upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and the warrants, see “Private Placement of Common Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock and the warrants, as of ________, 20232005, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of the (i) sum that number of shares of common stock equal to the number of shares of common stock issued to and the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised exercised, as applicable, in full full, in each case, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder shareholder may not exercise the warrants warrants, to the extent such exercise would cause such selling stockholdershareholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Maximum Number of Number of Shares Shares to be Sold Number of Shares Owned Prior to Pursuant to this Owned After Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Shareholder Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[Footnotes]

SELLING STOCKHOLDERS. The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by the selling stockholders are those previously issued this prospectus, which consists of: ● up to the selling stockholders, [●] shares of common stock; and those ● up to [●] shares of common stock issuable to the selling stockholders, upon exercise of the pre-funded warrants. For additional information regarding the issuances issuance of those shares of common stock and warrantsthese securities, see the section titled “Private Placement of Shares of Common Stock and Pre-Funded Warrants.” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and other information regarding their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the beneficial ownership date of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersprospectus. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding pre-funded warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the such warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantspre-funded held by selling stockholders, a selling stockholder may not exercise the any such warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders as of December 31, 2023, assuming the full exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The following table also provides the number of shares in of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own assuming all the second shares of common stock that may be offered pursuant to this prospectus are sold. Because each selling stockholder may dispose of all, none or some portion of their shares of common stock, no estimate can be given as to the number of shares of common stock that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below; however, we have assumed that after termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the selling stockholders and fourth columns do further assumed that the selling stockholders will not reflect this limitationacquire beneficial ownership of any additional securities during the offering. The In addition, the selling stockholders may sell allhave sold, some transferred or none otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of their shares the Securities Act after the date on which the information in this offeringthe table is presented. See "the section titled “Plan of Distribution." ” Beneficial Ownership Prior to This Offering Number of Shares Being Beneficial Ownership After this Offering Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Shares % Offered Shares % Annex C CELULARITY TALPHERA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Talphera, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which the undersigned is a party and to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of the Registrable Securities pursuant to the Registration Statement, you will be required to be named as a selling securityholder in the prospectus included in the Registration Statement and one or more supplements thereto (as so supplemented, the “Prospectus”), and deliver the Prospectus to purchasers of the Registrable Securities (including pursuant to Rule 172 under the Securities Act). Therefore, you must complete and deliver this questionnaire (the “Questionnaire”) in order to be named as a selling securityholder in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon conversion or exercise of the warrantsconvertible securities. For additional information regarding the issuances of those shares of common stock and warrantsconvertible securities, see “Private Placement of Shares of Common Stock and Warrants” aboveSecurities”. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsconvertible securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsconvertible securities, as of ________, 20232017, assuming full conversion or exercise of the warrants convertible securities held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above __________________ and (ii) the maximum number of shares of common stock issuable upon conversion or exercise of the related warrantsconvertible securities, determined as if the outstanding warrants convertible securities were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise of the warrantsconvertible securities. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Number of shares of Maximum Number Number of shares Common Stock of shares of Common of Common Stock Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Owned After Offering Pursuant to this Offering Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY UQM TECHNOLOGIES INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity UQM Technologies Inc., a Delaware Colorado corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 2023200_, assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of at least ___________ shares of common stock issued or issuable to the selling stockholders in pursuant to the “Private Placement Securities Purchase Agreement. Because the conversion price of Shares the convertible debentures and the exercise price of Common Stock and Warrants” described above and (ii) the maximum warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date shares being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INCYA Global Investments, L.P. (1) (1) YA Global Investments, L.P. is a Cayman Island exempt limited partnership. YA Global is managed by Yorkville Advisors, LLC. Investment decisions for Yorkville Advisors are made by Mxxx Xxxxxx, its portfolio manager. Plan of Distribution Each Selling Stockholder Notice (the “Selling Stockholders”) of the common stock and Questionnaire The undersigned owner any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the __________ or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and warrants transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to purchase common stock (sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of common stockoptions or other hedging transactions, the “Registrable Securities”) whether through an options exchange or otherwise; · a combination of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed any such methods of sale; or intends · any other method permitted pursuant to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale applicable law. The Selling Stockholders may also sell shares under Rule 415 of 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440. In connection with the sale of the Registrable Securitiescommon stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in accordance the aggregate, would exceed eight percent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the terms proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). EXHIBIT B OTHER DISCLOSURES See attachment provided separately. EXHIBIT C FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Attention: Re: INTREPID TECHNOLOGY & RESOURCES, INC. Ladies and Gentlemen: We are counsel to Intrepid Technology and Resources, Inc., an Idaho corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the Buyers named therein (collectively, the “Buyers”) pursuant to which the Company issued to the Buyers shares of its Common Stock, par value $0.005 per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Buyers (the “Registration Rights Agreement”) pursuant to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at agreed, among other things, to register the address set forth below. All capitalized terms not otherwise Registrable Securities (as defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). Certain legal consequences arise from being named In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Buyers as a selling stockholder in there under. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised available for resale under the Securities Act pursuant to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Statement. Very truly yours, [Law Firm] By: cc: [LIST NAMES OF BUYERS]

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and and/or those issuable to the selling stockholders, upon conversion of the shares of Series A Preferred Stock and exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsour securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsour securities, as of ________, 2023, assuming conversion of the Series A Preferred Stock and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in upon conversion of the “Private Placement of Shares of Common Series A Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the Series A Preferred Stock and exercise of the related warrants, determined as if the outstanding Series A Preferred Stock was fully converted and the related warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Series A Preferred Stock or the exercise of the related warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not convert the Series A Preferred Stock or exercise the related warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedcalculated as specified in the Series A Preferred Stock and the related warrants. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY SMARTKEM, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity SmartKem, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock the notes and the warrants, see “Private Placement of Shares of Common Stock Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock notes and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock stock, notes and warrants, as of ________, 202320__, assuming conversion of the notes and exercise of the warrants held by the each such selling stockholder on that date, without regard to date but taking account of any limitations on exerciseconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take in account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of 250% of the sum of (i) sum of the maximum number of shares of common stock issued or issuable pursuant to the selling stockholders in Notes, including payment of interest on the “Private Placement of Shares of Common Stock and Warrants” described above notes through [DATE], and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the related warrants, in each case, determined as if the outstanding notes (including interest on the notes through [DATE]) and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at an alternative conversion price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion price and alternative conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the notes and the warrants, a selling stockholder may not convert the notes or exercise the warrants to the extent such exercise would cause (but only to the extent) such selling stockholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 4.99% or 9.99%, as applicable, of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. [___________________] Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Snail, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock Common Stock and warrants, see “Private Placement of Shares shares of Common Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares Common Stock for resale from time to time. Except for the ownership of the shares of common stock Common Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Common Stock and warrants, as of ________[●], 20232024, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock Common Stock issued to the selling stockholders in the “Private Placement of Shares shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares Common Stock offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares Common Stock in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. 2.1.2 - 1 Annex 3.1 LASER PHOTONICS CORPORATION Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, Common Stock (the “Registrable Securities”) of Celularity Inc.Laser Photonics Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Common Shares of Common Stock and Warrants” above. We are registering the offer and resale of the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder Selling Stockholders on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders Selling Stockholders in the “Private Placement of Common Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes reflects the number of shares of common stock beneficially owned by each Selling Stockholder, assuming the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder Selling Stockholders may not exercise the warrants to the extent such exercise would cause such selling stockholderSelling Stockholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders Selling Stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Stockholders Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY A-3 Annex B VYNE THERAPEUTICS INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock Common Stock (such shares of common stock, the “Registrable Securities”) of Celularity VYNE Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement Agreement, dated as of October 27, 2023 to which the Company and the undersigned are parties (the “Registration Rights Agreement”) to which this document is annexed). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants[ ], the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________[ ], 20232022, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, % of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares Shares of Common Stock Beneficially Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Closing % of Class Beneficially Owned Prior to Offering Annex C CELULARITY TENAX THERAPEUTICS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Shares of Common Stock and WarrantsStock” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsstock, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and WarrantsStock” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrantsabove, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY ENERGY FOCUS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Energy Focus, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock the notes and the warrants, see “Private Placement of Shares of Common Stock Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock notes and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock stock, notes and warrants, as of ________, 2023201_, assuming conversion of the notes and exercise of the warrants held by the each such selling stockholder on that date, without regard to date but taking account of any limitations on exerciseconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take in account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of 150% of the sum of (i) sum of the maximum number of shares of common stock issued or issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above Notes and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the related warrants, in each case, determined as if the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at a conversion price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the notes and the warrants, a selling stockholder may not convert the notes or exercise the warrants to the extent such exercise would cause (but only to the extent) such selling stockholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 9.99%, % of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock of Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock Xxxxxx Bay Master Fund Ltd (such shares of common stock1) Alto Opportunity Master Fund, the “Registrable Securities”) of Celularity Inc., a Delaware corporation SPC - Segregated Master Portfolio B (the “Company”2), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232022, assuming exercise of the warrants held by the selling stockholder Selling Stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders Selling Stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrantswarrants [and other warrants held by Selling Stockholders], a selling stockholder Selling Stockholder may not exercise the [the] [any such] warrants to the extent such exercise would cause such selling stockholderSelling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders Selling Stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY RXXX’X, INC. Selling Stockholder Notice and Questionnaire The undersigned owner holder of common stock and warrants to purchase common stock (such shares of common stock, par value $0.0001 per share (the “Registrable Securities”) of Celularity Rxxx’x, Inc., a Delaware corporation (the “Company”), issued pursuant to a certain Securities Purchase Agreement by and among the Company and the Purchasers named therein, dated as of March 10, 2022 (the “Agreement”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within five (5)Trading Days following the date of the Agreement (1) will not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholders, Selling Stockholders and those issuable to the selling stockholdersSelling Stockholders, upon exercise of the warrantsWarrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsas otherwise disclosed herein, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholders, based on its ownership of the shares of common stock and warrants, as of ___________, 2023201__, assuming exercise of the warrants held by the selling stockholder Selling Stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders . In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders Selling Stockholders as part of a private placement conducted by us and, in the “Private Placement case of Shares one of Common Stock and Warrants” described above the Selling Stockholders, shares of common stock purchased by such Selling Stockholder from an affiliate of ours and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders Selling Stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ABIO REGISTRATION RIGHTS AGREEMENT Annex C CELULARITY ARTELO BIOSCIENCES, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Artelo Biosciences, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholdersstockholders upon conversion of, upon exercise or payment of amortization or interest with respect to, the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” aboveNotes. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsNotes, the selling stockholders have not had any material relationship with us within the past three years. For purposes of this prospectus, “selling securityholders” includes the securityholders listed below and their permitted transferees, pledgees, assignees, distributees, donees or successors or others who later hold any of the selling securityholders’ interests. To the extent required, we will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling shareholders who are able to use this prospectus to resell the ordinary shares registered hereby. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsthe Notes, as of [________, 2023], assuming exercise full conversion of the warrants Notes held by the selling stockholder stockholders on that date, without regard to any limitations limitation on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersconversion. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes, this prospectus generally covers the resale of the (i) sum of the that number of shares of common stock issued equal to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise conversion of, or payment of amortization or interest with respect to, the related warrantsNotes, determined as if the outstanding warrants Notes were exercised converted, as applicable, in full (including the interest make-whole payment that would apply and any additional shares issuable upon conversion in connection with a make-whole fundamental change as if the conversion had occurred on such date), in each case as of the trading day immediately preceding the date this registration statement was initially filed with the SEC[, each as less amounts that were previously registered for resale]. Notwithstanding the foregoing, the maximum number of shares that may be resold under this prospectus is [______], which[, together with the trading day immediately preceding [___] shares of common stock previously registered for resale on [___],] is the applicable date maximum number of determination and all subject shares that we may issue to adjustment as provided settle conversions or make amortization or interest payments [until the time, if any, that our stockholders have approved [the issuance of a greater number of shares in accordance with Nasdaq listing standards][an amendment to our certificate of incorporation to increase the number of authorized shares of common stock]]. The amounts listed in the registration right agreement, without regard to any limitations on third and fourth columns reflect the exercise number of shares being offered by each selling stockholder and the warrants. The fourth column assumes number of shares remaining following the sale of all such shares, respectively. The amounts listed do not assume sales by any other selling stockholder and are subject to the maximum number of the shares offered by the selling stockholders pursuant to that may be resold under this prospectus. Under the terms of the warrantsNotes, a selling stockholder shareholder may not exercise the warrants convert or be issued shares of common stock to the extent such exercise conversion or issuance would cause such selling stockholdershareholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, 9.9% of our then outstanding common stock following such exerciseconversion or issuance, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such warrants which any Notes that have not been exercisedconverted. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders shareholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." Name of ” [Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock Table to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Included] Annex C CELULARITY RXXX’X, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), Securities understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”)amended, of the Registrable Securities, Securities in accordance with the terms of the a Registration Rights Agreement Agreement, dated May [●], 2022 (the “Registration Rights Agreement”) to which this document is annexed), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described below). Any beneficial owner of Registrable Securities wishing to include its Registrable Securities in the Registration Statement must deliver to the Company a properly completed and signed Notice and Questionnaire. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise conversion of the warrantsConvertible Note and the Subscription Shares. For additional information regarding the issuances issuance of those shares of common stock the Convertible Note, and warrantsSubscription Shares, see “Private Placement of Shares of Common Stock Convertible Note and WarrantsSubscription Shares” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock Convertible Note and the warrantsSubscription Shares issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Convertible Note and warrantsSubscription Shares, as of ________, 20232020, assuming exercise conversion of the warrants Convertible Note and the Subscription Shares held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum 100% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full Convertible Note as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as and (ii) the Subscription Shares. Because the conversion price of the trading day immediately preceding Convertible Note may be adjusted, the applicable date number of determination and all subject to adjustment as provided in shares that will actually be issued may be more or less than the registration right agreement, without regard to any limitations on the exercise number of the warrantsshares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner Percentage of common stock and warrants to purchase common stock (such shares of common stockShares Beneficially Owned After Offering Harvest Small Cap Partners, the “Registrable Securities”) of Celularity Inc.L.P. 239,788 Harvest Small Cap Partners Master, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Ltd. 560,212

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 2023200 , assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stockStanford Venture Capital Holdings, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock ADSs being offered by the selling stockholders are those previously issued to issuable (i) upon conversion of the selling stockholdersconvertible notes, (ii) as interest on the convertible notes and those issuable to the selling stockholders, (iii) upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock notes and warrants, see “Private Placement of Shares of Common Stock Convertible Notes and Warrants” above. We are registering the shares of common stock ADSs in order to permit the selling stockholders to offer the shares ADSs for resale from time to time. Except for the ownership of the shares of common stock notes and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the ordinary shares of common stock underlying the ADSs by each of the selling stockholders. The second column lists the number of ordinary shares of common stock beneficially owned (directly or indirectly through ADSs) by each selling stockholder, based on its ownership of the shares of common stock notes and the warrants, as of ________, 20232007, assuming conversion of all the notes and exercise of the all warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of at least 130% of the sum of (i) sum the maximum number of ADSs issuable upon conversion of the number notes (assuming that the notes are convertible at their initial Conversion Price and without taking into account any limitations on the conversion of shares of common stock issued to the selling stockholders notes set forth in the “Private Placement of Shares of Common Stock and Warrants” described above and such notes), (ii) the maximum number of shares of common stock ADSs issuable upon exercise of the related warrants (without taking into account any limitations on the exercise of the warrants set forth in the warrants) and (iii) as interest on the convertible notes, determined as if the outstanding warrants were exercised in full each case as of the trading day Trading Day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of ADSs that will actually be issued may be more or less than the number of ADSs being offered by this prospectus. The fourth column assumes the sale of all of the shares ADSs offered by the selling stockholders pursuant to this prospectus. Under the terms of the notes and the warrants, a selling stockholder may not convert the notes, or exercise the warrants warrants, to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of ordinary shares of common stock (directly or indirectly through ADSs) which would exceed 9.99%, 4.99% of our then outstanding common stock ordinary shares following such conversion or exercise, excluding for purposes of such determination ordinary shares issuable upon conversion of common stock issuable the notes which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares ADSs in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock ADSs Owned Prior to Offering Maximum Number of shares of Common Stock ADSs to be Sold Pursuant to this Prospectus Number of shares of Common Stock ADSs Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock Castlerigg Master Investments (such shares of common stock, the “Registrable Securities”1) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Shareholders are those previously issued or issuable to the selling stockholdersSelling Shareholders upon the conversion in full of Series E convertible preferred stock, and those issuable to the selling stockholdersSelling Shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrantsthese securities, see “Private Placement of Shares of Common Series E Convertible Preferred Stock and Warrants” above. We are registering the shares of common stock securities in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the these shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232019, assuming exercise of the warrants held by the selling stockholder Selling Stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with between the selling stockholdersCompany and the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued or issuable to the selling stockholders Selling Stockholders upon the conversion in full of the Series E Convertible Preferred Stock assuming a Conversion Price (as defined in the Certificate of Designation) equal to $ 1 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation) in the “Private Placement of Shares of Common Series E Convertible Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrantswarrants assuming Reset Exercise Price (as defined in the Warrants) equal to $ 2 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation), determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common preferred stock and the warrantswarrants and for the selling stockholders whose other relationships are provided in “Certain Relationships and Related Party Transactions”1, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement Registration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, [19.99]% of the number of shares of our then outstanding common stock outstanding following such exercise, excluding exercise (for purposes of such determination the denominator, immediately after giving effect to the issuance of shares of common stock issuable to be issued upon the applicable exercise of such warrants which have not been exercisedwarrant). The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” 1 Note: To add based on questionnaire, given existing share ownership and board representation of certain selling stockholders. Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY HARPOON THERAPEUTICS INC. Selling Stockholder Notice and Questionnaire SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock and warrants to purchase exercisable into common stock (such shares of such, common stock, the “Registrable Securities”) of Celularity Harpoon Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Shares of Common Stock and WarrantsSecurities” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsour securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsany other rights to purchase our common stock, as of ________, 20232024, assuming exercise of the warrants other rights held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and WarrantsSecurities” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsabove. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders shareholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” 6 Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Percentage of Common Stock Owned After Offering Annex C CELULARITY INC. APPLIED DIGITAL CORPORATION Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc.Applied Digital Corporation, a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock the notes and the warrants, see “Private Placement of Shares of Common Stock and WarrantsNotes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock notes and the warrantswarrants issued pursuant to and in connection with the Securities Purchase Agreement, and our engagement of MDB Capital Group LLC as a placement agent for the private placement and our engagement of an affiliate of MDB Capital Group LLC as a consultant in respect of our patents and intellectual property the selling stockholders have not had any material relationship with us within the past three years. [Adjust as necessary, according to the facts.] The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock stock, notes and warrants, as of ________, 202320 , assuming conversion of the notes and exercise of the warrants held by the each such selling stockholder on that date, without regard to date but taking account of any limitations on exerciseconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of [133%] of the sum of (i) sum of the maximum number of shares of common stock issued to issuable upon conversion of the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above notes and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in each case, determined as if the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsnotes, a selling stockholder may not exercise convert the warrants notes to the extent such exercise would cause (but only to the extent) such selling stockholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our common stock which would exceed 9.994.9%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and and/or those issuable to the selling stockholders, upon exercise of the certain warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and WarrantsTransactions” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsour securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsour securities, as of ________, 20232024, assuming conversion of the Series A Preferred Stock and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon the exercise of the related warrants, determined as if the outstanding warrants assuming such warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the related warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not convert the Series A Preferred Stock or exercise the its warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedcalculated as specified in the Series A Preferred Stock and the warrants. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY SMARTKEM, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity SmartKem, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. [Complete description of the transaction and use of proceeds to be inserted by the Company] The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 2023200_, assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum ____ of the Conversion Shares issued and issuable pursuant to the convertible debentures, and (ii) _____ of the warrant shares issued and issuable pursuant to the warrants. Because the conversion price of the convertible debentures and the exercise price of the warrants may be adjusted, the number of shares of common stock that will actually be issued to may be more or less than the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INCCornell Capital Partners, L.P. (1) (1) Cornell Capital Partners, L.P. is a Cayman Island limited partnership. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stockCornell is managed by Yorkville Advisors, the “Registrable Securities”) of Celularity Inc.LLC. Investment decisions for Yorkville Advisors are made by Xxxx Xxxxxx, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusits portfolio manager.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, stockholders and those issuable to the selling stockholders, stockholders upon the exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Common Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. [NOTE: this sentence need not be included with respect to any transferee for which the statement is not accurate.] The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock and warrants, the warrants as of __________ ___, 20232007, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a the registration rights agreement with the selling stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of the (i) sum aggregate number of shares of common stock equal to the number of shares of common stock issued to and the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised exercised, as applicable, in full full, in each case, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants warrants, to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrantsAIOs. For additional information regarding the issuances of those shares of common stock and warrantsAIOs, see “Private Placement of Shares of Common Stock and WarrantsAIOs” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsAIOs, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderstockholders, based on its ownership of the shares of common stock and warrantsAIOs, as of ________, 20232022, based on information provided to us by the selling stockholders, assuming exercise of the warrants AIOs held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrantsAIOs, determined as if the outstanding warrants AIOs were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsAIOs. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsAIOs held by selling stockholders, a selling stockholder may not exercise the warrants any AIOs to the extent such exercise would cause such selling stockholderstockholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants AIOs which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY SCOPUS BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Scopus Biopharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock warrants issued pursuant to the Subscription Agreement and the warrants[DESCRIBE LENDER AND OTHER RELATIONSHIPS], the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ___________, 2023202_, assuming exercise of the all warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum at least 150% of the maximum number of shares of common stock issued to and issuable upon exercise of the selling stockholders in warrants as of the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) Trading Day immediately preceding the maximum date the registration statement is initially filed with the SEC. Because the number of shares of common stock issuable upon exercise of the related warrantswarrants may be adjusted, determined as if the outstanding warrants were exercised in full as number of shares that will actually be issued may be more or less than the trading day immediately preceding the date number of shares being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering [TCW] (1) 0 [Other Subscribers] (1) Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner I-1 PLAN OF DISTRIBUTION We are registering the shares of common stock and issuable upon exercise of the warrants to purchase permit the resale of these shares of common stock (such by the holders of the warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the “Registrable Securities”) selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Celularity Inc.common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, • on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; • in the over-the-counter market; • in transactions otherwise than on these exchanges or systems or in the over-the- counter market; • through the writing of options, whether such options are listed on an options exchange or otherwise; • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a Delaware corporation (portion of the “Company”), understands that block as principal to facilitate the Company has filed or intends to file transaction; • purchases by a broker-dealer as principal and resale by the broker-dealer for its account; • an exchange distribution in accordance with the Securities rules of the applicable exchange; • privately negotiated transactions; • short sales; • sales pursuant to Rule 144; • broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share; • a combination of any such methods of sale; and Exchange Commission • any other method permitted pursuant to applicable law. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the “Commission”) types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. The selling stockholders may pledge or grant a registration statement (security interest in some or all of the “Registration Statement”) for warrants or shares of common stock owned by them and, if they default in the registration performance of their secured obligations, the pledgees or secured parties may offer and resale sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 415 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended (amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act”), and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Registrable SecuritiesSecurities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the terms registration rights agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution. Once sold under the registration statement, of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy prospectus forms a part, the shares of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto common stock will be freely tradable in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners hands of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectuspersons other than our affiliates.

SELLING STOCKHOLDERS. The common stock Common Warrant Shares being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrantsCommon Warrants. For additional information regarding the issuances of those shares of common stock Common Warrant Shares and warrantsCommon Warrants, see “Private Placement of Shares shares of Common Stock and Warrants” above. We are registering the shares of common stock Common Warrant Shares in order to permit the selling stockholders to offer the shares Common Warrant Shares for resale from time to time. Except for the ownership of the shares of common stock Common Warrant Shares and the warrantsCommon Warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Warrant Shares by each of the selling stockholders. The second column lists the number of shares of common stock Common Warrant Shares beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Common Warrant Shares and warrantsWarrants, as of ________[●], 20232024, assuming exercise of the warrants Common Warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock Common Warrant Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock Common Warrant Shares issued to the selling stockholders in the “Private Placement of Shares shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Warrant Shares issuable upon exercise of the related warrants, determined as if the outstanding warrants Common Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrantsCommon Warrants. The fourth column assumes the sale of all of the shares Common Warrant Shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsCommon Warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares Common Stock in this offering. See "“Plan of Distribution." ” Annex 2.1.2 - 1 Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY 2.1.2 - 2 Annex ‎3.1 ZOOMCAR HOLDINGS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, Common Stock (the “Registrable Securities”) of Celularity Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 2023200 , assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum nineteen and ninety-nine one hundredths percent (19.99%) if such initial Registration Statement is filed prior to obtaining shareholder approval, on or before November 30, 2007 to issue shares of the Company’s Common Stock in excess of nineteen and ninety-nine one hundredths percent (19.99%) or if such initial Registration Statement is filed after obtaining shareholder approval on or before November 30, 2007 than in an amount equal to thirty three percent (33%) of the outstanding shares of the Company’s Common Stock excluding “insiders” as of the date the initial Registration Statement or any Subsequent Registration Statement, issued or to be issued upon conversion of the Convertible Debentures (“Conversion Shares”) and (ii) 100% of the number of warrant shares of common stock issued and issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding the applicable date of determination convertible debentures and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering ” Maximum Number of shares Shares Number of Common Stock Shares Owned to be Sold Pursuant to this Prospectus Number of shares Shares Owned Name of Common Stock Owned Selling Stockholder Prior to Offering Prospectus After Offering Annex C CELULARITY INCCornell Capital Partners, L.P. (1) (1) Cornell Capital Partners, L.P. is a Cayman Island exempt limited partnership. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stockCornell is managed by Yorkville Advisors, the “Registrable Securities”) of Celularity Inc.LLC. Investment decisions for Yorkville Advisors are made by Xxxx Xxxxxx, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusits portfolio manager.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232024, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ACTIVE/126986318.4 Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Investor Rights Agreement (the “Registration Investor Rights Agreement”) to which this document is annexed. A copy of the Registration Investor Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Investor Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrantsbeing registered for resale in this registration statement, see “Private Placement of Shares of Common Stock Stock” and Warrants“Business Combination of [•] and [•]” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise2022. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of The fourth column reflects the number of shares of common stock issued to the beneficially owned by each selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrantsstockholder, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes assuming the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock Registrable Securities (as such shares of common stock, term is defined in the “Registrable Securities”Registration Rights Agreement) of Celularity Disc Medicine, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) Statement for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of December 28, 2022 to which the Company and the undersigned are parties (the “Registration Rights Agreement”) to which this document is annexed). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 20232007, assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock YA Global Investments, L.P. (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by the selling stockholders are those previously issued this prospectus, which consists of: ● up to the selling stockholders, and those [●] shares of common stock; ● up to [●] shares of common stock issuable to the selling stockholders, upon exercise of the pre-funded warrants; and ● up to [●] shares of common stock issuable upon exercise of the common stock warrants. For additional information regarding the issuances issuance of those shares of common stock and warrantsthese securities, see the section titled “Private Placement of Shares of Common Stock, Pre-Funded Warrants and Common Stock and Warrants.” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and other information regarding their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the beneficial ownership date of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersprospectus. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding pre-funded warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, common stock warrants without regard to any limitations on the exercise of the such warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantspre-funded warrants and common stock warrants held by selling stockholders, a selling stockholder may not exercise the any such warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders as of March 31, 2024, assuming the full exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The following table also provides the number of shares in of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own assuming all the second shares of common stock that may be offered pursuant to this prospectus are sold. Because each selling stockholder may dispose of all, none or some portion of their shares of common stock, no estimate can be given as to the number of shares of common stock that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below; however, we have assumed that after termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the selling stockholders and fourth columns do further assumed that the selling stockholders will not reflect this limitationacquire beneficial ownership of any additional securities during the offering. The In addition, the selling stockholders may sell allhave sold, some transferred or none otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of their shares the Securities Act after the date on which the information in this offeringthe table is presented. See "the section titled “Plan of Distribution." ” Beneficial Ownership Prior to This Offering Number of Shares Being Offered Beneficial Ownership After this Offering Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Shares % Shares % Annex C CELULARITY SURROZEN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Surrozen, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which the undersigned is a party and to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of the Registrable Securities pursuant to the Registration Statement, you will be required to be named as a selling securityholder in the prospectus included in the Registration Statement and one or more supplements thereto (as so supplemented, the “Prospectus”), and deliver the Prospectus to purchasers of the Registrable Securities (including pursuant to Rule 172 under the Securities Act). Therefore, you must complete and deliver this questionnaire (the “Questionnaire”) in order to be named as a selling securityholder in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise pursuant to that certain Investment Agreement dated as of the warrantsJanuary 8, 2024. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and WarrantsStock” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock selling stockholders whose relationships are provided in “Certain Relationships and the warrantsRelated Party Transactions”1, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise2024. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement Registration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the maximum number of shares of common stock issued issuable to the selling stockholders in the “Private Placement of Shares of Common Stock and WarrantsStock” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsRegistration Rights Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon [conversion of the notes and exercise of the warrants]. For additional information regarding the issuances issuance of those shares of common stock the [notes and the warrants], see “Private Placement of Shares of Common Stock and WarrantsNotes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale [from time to time]. Except for the ownership of [the shares notes issued pursuant to and in connection with the Securities Purchase Agreement, and the warrants issued pursuant to and the agreements governing our engagement of MDB Capital Group LLC as a placement agent for the private placement of the notes and the engagement of MDB Capital Group LLC as an underwriter for a public offering of common stock by the Company, and the warrants, our engagement of an affiliate of MDB Capital Group LLC as a consultant in respect of our patents and intellectual property] the selling stockholders have not had any material relationship with us within the past three years. [Adjust as necessary, according to the facts.] The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock stock[, notes and warrants, ,] as of ________, 202320__, [assuming conversion of the notes and exercise of the warrants held by the each such selling stockholder on that date, without regard to date but taking account of any limitations on exerciseconversion and exercise set forth therein]. [Adjust as necessary, according to the facts.] The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders [and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein]. [Adjust as necessary, according to the facts.] In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of the [(i) sum of the number of shares of common stock issued to upon conversion of the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above notes and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in each case, determined as if the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as ]. Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants[Adjust as necessary, a selling stockholder may not exercise the warrants according to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. facts.] See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to the Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After the Offering Annex C CELULARITY INC[Notes (1) . Selling Stockholder Notice . .] [Adjust as necessary, according to the facts.] PLAN OF DISTRIBUTION [Adjust as necessary, according to the facts and Questionnaire The undersigned owner any underwriting arrangements.] We are registering the shares of common stock issued upon [conversion of the notes and warrants issuable on exercise of the warrants] to purchase permit the resale of these shares of common stock (such by the holders of [the notes and warrants] [from time to time] after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby [from time to time] [directly or] through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · short sales made after the date the Registration Statement is declared effective by the SEC; · broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. The selling stockholders may pledge or grant a security interest in some or all of the [notes, warrants or] shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “Registrable Securities”) underwriters” within the meaning of Celularity Inc.the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a Delaware corporation (prospectus supplement, if required, will be distributed, which will set forth the “Company”)aggregate amount of shares of common stock being offered and the terms of the offering, understands including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the Company has filed or intends shares of common stock registered pursuant to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration statement, of which this prospectus forms a part. The selling stockholders and resale under Rule 415 any other person participating in such distribution will be subject to applicable provisions of the Securities Act of 1933, as amended (amended, and the “Securities Act”)Exchange Act of 1934, as amended, and in each case together with the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Registrable SecuritiesExchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any Person to engage in market-making activities with respect to the shares of common stock. We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the terms related registration rights agreements or we may be entitled to contribution. Once sold under the registration statement, of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy prospectus forms a part, the shares of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto common stock will be freely tradable in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners hands of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectuspersons other than our affiliates.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrantsSeries A Warrants and Series B Warrants. For additional information regarding the issuances of those shares of common stock and warrantsthe Series A/B Warrants, see “Private Placement of Common Shares of Common Stock and Warrants” above. We are registering the shares of common stock underlying the Series A/B Warrants in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsSeries A/B Warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and the warrants, as of ________January 29, 20232021, assuming exercise of the warrants Series A/B Warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholderswaiver agreements, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) at least the maximum number of shares of common stock issued and issuable upon exercise of the related warrantsWarrants, determined as if the outstanding warrants Warrants were exercised exercised, as applicable, in full full, as of the trading day immediately preceding the date this registration statement was is initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders shareholders pursuant to this prospectus. Under the terms of the warrantsSeries A/B Warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. In addition, pursuant to an agreement with the Company, a selling stockholder cannot receive shares of common stock held in an escrow account for the benefit of such selling stockholder (the “Escrow Common Stock”) to the extent the receipt of such shares would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of the outstanding shares of our then outstanding common stock following such exercise. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Maximum Percentage Number of of Shares of Shares of Number of Common Number of Common Shares of Stock to be Shares of Stock Common Sold Common Owned Stock Pursuant Stock After Owned to Owned Offering if Prior to this After Greater than Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Securityholder Offering(1) Prospectus Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock1% Empery Asset Master, the “Registrable Securities”Ltd.(2) of Celularity Inc.367,875 244,560 123,315 *% Empery Tax Efficient, a Delaware corporation (the “Company”)LP(3) 105,105 69,875 35,230 *% Empery Debt Opportunity Fund, understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”LP(4) a registration statement (the “Registration Statement”4,782,307 3,179,265 1,603,042 9.99% Altium Growth Fund, LP(5) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.5,295,310 3,493,700 1,801,610 9.9% * Represents less than 1%

SELLING STOCKHOLDERS. The common stock Shares being offered by the selling stockholders are those previously issued to the selling stockholdersstockholders , and those issuable to the selling stockholdersstockholders , upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock Shares and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock Shares in order to permit the selling stockholders to offer the shares Shares for resale from time to time. Except for the ownership of the shares of common stock Shares and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Shares by each of the selling stockholders. The second column lists the number of shares of common stock Shares beneficially owned by each selling stockholderstockholders, based on its ownership of the shares of common stock Shares and warrants, as of ________[●], 20232024, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock Shares being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock Shares issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares Shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Shares following such exercise, excluding for purposes of such determination shares of common stock Shares issuable upon exercise of such the warrants which that have not been exercised. The number of shares Shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares Shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. VIEWBIX INC Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock Shares (such shares of common stock, the “Registrable Securities”) of Celularity Viewbix Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 2023200 , assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Maximum Number of Number of Shares Shares to be Sold Number of Shares Owned Prior to Pursuant to this Owned After Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock Cornell Capital Partners, L.P. (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon conversion of the Preferred Stock and exercise of the warrants. For additional information regarding the issuances of those shares of common stock stock, Preferred Stock and warrants, see “Private Placement of Shares of Common Stock, Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock stock, Preferred Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock stock, Preferred Stock and warrants, as of [________], 2023, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseconversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock, Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon conversion of the Preferred Stock or exercise of the related warrants, determined as if the outstanding Preferred Stock was fully converted and outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Each share of Preferred Stock is convertible into that number of shares of common stock determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price (each as defined in the Certificate of Designation.) A selling stockholder may not convert shares of Preferred Stock to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the Preferred Stock which has not been converted. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders stockholder may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Maximum Number of shares of Preferred Stock to be Sold Pursuant to this Prospectus Number of shares of Preferred Stock Owned After Offering Exhibit 10.5 Annex C CELULARITY RA MEDICAL SYSTEMS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common and/or preferred stock (such shares of common stock, the “Registrable Securities”) of Celularity Ra Medical Systems, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, Selling Stockholders and those issuable to the selling stockholders, Selling Stockholders upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and the warrants, see “"Private Placement of Common Shares of Common Stock and Warrants” " above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock and the warrants, as of ________, 20232007, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of at least the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) 100% of the maximum number of shares of common stock issued and issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised exercised, as applicable, in full full, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants warrants, to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY INCInvestcorp Interlachen Multi-Strategy Master Fund Enable Opportunity Partners LP Enable Growth Partners LP Txxxxx X. Maciolski Aton Balanced Fund Ltd. Aton Ventures Fund Ltd. Asset Protection Fund Ltd. Dxxxx Xxxx CJL Family Trust Jxx Xxxxxx Mxxxxxx Xxxxx HSBC Private Bank Monaco Castlerigg Master Investments Ltd. Centrum Bank AG VADUZ JX Xxxxxxxx, Zurich Sxx. Selling Stockholder Notice Oxxxxxxxx Jr + CIE Nxxxxxx X Xxxxxx Txx Xxxx and Questionnaire The undersigned owner of common stock Nxxxx Xxxx Living Trust Rxxxxx X. Xxxxxxxxxx Rxxxxxx Xxxxxxx Cxxxxxx Xxxxxxx Rxx Axxx Xxxxx Habib Bank AG Zurich Jxxx Xxxxxxx Mxxxxxx Xxxxxxx Jxxxxx Xxxx Pie Investments W.L.C.P Corp Fxxxxxxx Xxxxxxxx Mxxxxxx X. Mxxxxx Xxxxx and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Hxxxxx Jxxx Xxxxxx Bank Zeurich Cxxxxx Long Titan Investments Corp. Cxxxxx Xxxxxxxx Cxxxxxx Xxxxxxxx Dxxxx Xxxxxxx Nxxx Xxxxxxx Cxxxxxxxx Xxxxxxx Gxxxxxx Xxxxxx Rxxxxx Xxxxxxxx Lxxx Xxxxxxxx Txx Xxxxxx Miles Sxxx Ixx Xxxxxxx Nxxxx Xxxxxx Lxxx Xxxxxx 0

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon exercise conversion of the warrantspreferred stock. For additional information regarding the issuances issuance of those shares of common stock and warrantsthe preferred stock, see “Private Placement of Shares of Common Stock and WarrantsPreferred Stock” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common preferred stock issued pursuant to the Securities Agreement and the warrants[______________], the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock and warrantsstock, as of ________, 202320___, assuming exercise conversion of the warrants preferred stock held by the each such selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the preferred stock, this prospectus generally covers the resale of 133% of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise conversion of the related warrantspreferred stock, determined as if the outstanding warrants preferred stock were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion prices of the trading day immediately preceding preferred stock may be adjusted, the applicable date number of determination and all subject to adjustment as provided in shares that will actually be issued may be more or less than the registration right agreement, without regard to any limitations on the exercise number of the warrantsshares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232022, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY CONNEXA SPORTS TECHNOLOGIES INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Connexa Sports Technologies Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 2023200_, assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock Cornell Capital Partners, L.P. (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock Common Stock and warrants, see “Private Placement of Shares shares of Common Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares Common Stock for resale from time to time. Except for the ownership of the shares of common stock Common Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Common Stock and warrants, as of ________[●], 20232024, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock Common Stock issued to the selling stockholders in the “Private Placement of Shares shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares Common Stock offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares Common Stock in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY 2.1.2 - 1 Annex 3.1 DIGITAL ALLY, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, Common Stock (the “Registrable Securities”) of Celularity Digital Ally, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise conversion of the warrantsnotes. For additional information regarding the issuances of those the notes and shares of common stock and warrantsstock, see “Private Placement of Shares of Common Stock and WarrantsPlacement” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the notes, warrants and preferred stock and the shares of common stock and the warrantsissuable upon conversion and/or exchange thereunder, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsnotes, as of ___________, 20232021, assuming conversion of the notes and preferred stock and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversion or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the maximum number of shares of common stock issued to issuable upon conversion of the selling stockholders preferred stock, determined as if the outstanding preferred stock were exercised in full as of the “Private Placement of Shares of Common Stock and Warrants” described above and trading day immediately preceding the date this registration statement was initially filed with the SEC and, (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC and (iii) the maximum number of shares of common stock issuable upon conversion of the notes, determined as if the outstanding notes were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion and/or exercise of the notes and/or warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsnotes, a selling stockholder may not exercise the warrants notes to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, % of our then outstanding common stock following such conversion and/or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the notes and/or preferred stock and/or exercise of such the warrants which have not been converted and/or exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY CANBIOLA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc.Can B Corp., a Delaware Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon conversion of the Series C preferred stock or exercise of the warrantsPreferred Investment Options. For additional information regarding the issuances of those shares of common stock and warrantsPreferred Investment Options, see “Private Placement of Shares of Common Series C Preferred Stock and WarrantsPreferred Investment Options” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsPreferred Investment Options, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock, shares of Series C preferred stock and warrantsPreferred Investment Options, as of [________], 20232021, assuming exercise of the warrants Preferred Investment Options held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a the registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issued or issuable to the selling stockholders upon conversion of the Series C preferred stock or exercise of the related warrantsPreferred Investment Options, in each case as described in the “Private Placement of Series C Preferred Stock and Preferred Investment Options” above, determined as if the outstanding warrants such securities were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SECfull, each as of the trading day immediately preceding the applicable date of determination determination, and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise of the warrantsthereof. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsSeries C preferred stock and the Preferred Investment Options, a selling stockholder may not convert or exercise the warrants such securities to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, % of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion or exercise of such warrants securities which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. CYTRX CORPORATION Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc.CytRx Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the pre-funded warrants. For additional information regarding the issuances of those shares of common stock and pre-funded warrants, see “Private Placement of Shares of Common Stock and Pre-Funded Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantspre-funded warrants and for the selling stockholders whose other relationships are provided in “Certain Relationships and Related Party Transactions”1, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and pre-funded warrants, as of ________, 20232024, assuming exercise of the pre-funded warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement Registration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Pre-Funded Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related pre-funded warrants, determined as if the outstanding pre-funded warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, without regard to any limitations on the exercise of the pre-funded warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the pre-funded warrants, a selling stockholder may not exercise the pre-funded warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, [19.99]% of the number of shares of our then outstanding common stock outstanding following such exercise, excluding exercise (for purposes of such determination the denominator, immediately after giving effect to the issuance of shares of common stock issuable to be issued upon the applicable exercise of such warrants which have not been exercisedpre-funded warrant). The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” 1 Note: To add based on questionnaire, given existing share ownership and board representation of certain selling stockholders. Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY ADVERUM BIOTECHNOLOGIES, INC. Selling Stockholder Notice and Questionnaire SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of shares of common stock and and/or pre-funded warrants to purchase common stock (such shares of common stockcollectively, the “Registrable Securities”) of Celularity Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrantsSelling Stockholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “"Private Placement of Shares of Common Stock and Warrants” Shares" above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsother shares of common stock previously acquired by such Selling Stockholders, the selling stockholders Selling Stockholders have not had any material relationship with us the Company within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise2016. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders Selling Stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants__________________, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsRegistration Rights Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. IMMUCELL CORPORATION Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc.ImmuCell Corporation, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon conversion of the Company’s Redeemable Convertible Preferred Stock and/or upon exercise of the warrantswarrants to purchase Common Stock. For additional information regarding the issuances of those shares of common stock the Redeemable Convertible Preferred Stock and warrants, see “Private Placement of Shares of Common Redeemable Convertible Preferred Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders stockholders, describes their relationship to the Company and provides other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Company’s Redeemable Convertible Preferred Stock, Common Stock and warrantsWarrants, as of ________, 2023, assuming conversion of the Redeemable Convertible Preferred Stock and exercise of the warrants Warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises contained therein. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the maximum number of shares of common stock issued to Common Stock issuable upon the selling stockholders conversion of Redeemable Convertible Preferred Stock, determined as of the outstanding Redeemable Convertible Preferred Stock were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, see “Private Placement of Shares of Common Redeemable Convertible Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the Redeemable Convertible Preferred Stock or the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsRedeemable Convertible Preferred Stock and Warrants, in some cases a selling stockholder may not convert the Redeemable Convertible Preferred Stock or exercise the warrants Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 19.99% (except that such increased percentage may exceed 19.99% in the event that (x) the Company obtains the approval of its stockholders as required by the applicable rules of Nasdaq for issuances of shares of Common Stock in excess of such amount or (y) the Company is not subject to rules of Nasdaq limiting issuances of shares of Common Stock in excess of such amount) of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon Conversion of such Redeemable Convertible Preferred Stock or exercise of such warrants which have not been so converted or exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY TELESIS BIO INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Telesis Bio Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Shares of Common Stock and WarrantsStock” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and issued as part of the warrantsprivate placement, or as otherwise noted in the footnotes to the table below, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise2021. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsprivate placement. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INCPROCESSA PHARMACEUTICALs, inc. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Processa Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersshareholders, and those issuable to the selling stockholdersSelling Stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232021, assuming exercise of the warrants held by the selling stockholder Selling Stockholder on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders shareholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY EYEGATE PHARMACEUTICALS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity EyeGate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowrequest. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Shareholders are those previously issued or issuable to the selling stockholdersSelling Shareholders upon the conversion in full of Series E convertible preferred stock, and those issuable to the selling stockholdersSelling Shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrantsthese securities, see “Private Placement of Shares of Common Series E and E-1 Convertible Preferred Stock and Warrants” above. We are registering the shares of common stock securities in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the these shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232019, assuming exercise of the warrants held by the selling stockholder Selling Stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with between the selling stockholdersCompany and the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued or issuable to the selling stockholders Selling Stockholders upon the conversion in full of the Series E and E-1 Convertible Preferred Stock assuming a Conversion Price (as defined in the Certificates of Designation) equal to $___1 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation) in the “Private Placement of Shares of Common Series E and E-1 Convertible Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrantswarrants assuming Reset Exercise Price (as defined in the Warrants) equal to $___2 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement) ) immediately following the Reverse Stock Split Date (as defined in the Certificate of Designation), determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock Common Stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock Common Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Common Stock and warrants, as of ________[●], 2023, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock Common Stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex B - 2 Annex C CELULARITY AVENUE THERAPEUTICS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, Common Stock (the “Registrable Securities”) of Celularity Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming full exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exercisesuch exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon the exercise of the related warrants, determined determined, in each case, as if the outstanding warrants were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, 19.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY GLOBAL CROSSING AIRLINES GROUP INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders shareholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, shareholders upon conversion of the senior secured convertible promissory notes and the exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock the senior secured convertible promissory notes and the warrants, see “Private Placement of Shares of Common Stock Senior Secured Convertible Promissory Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock senior secured convertible promissory notes and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders shareholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock beneficially held by each of the selling shareholders, based on their respective beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ____________, 20232013, assuming conversion of all amounts owed under the senior secured convertible promissory notes and exercise of the warrants held by the each such selling stockholder shareholder on that date, without regard to date but taking account of any limitations on exerciseexercise set forth therein. The third column lists the number of shares of common stock being sold in this offering. The fourth column lists the shares of common stock that will be beneficially owned by each selling shareholder following this offering. We have assumed for purposes of preparing this table that each selling shareholder will sell all of the shares of common stock being offered by this prospectus by the selling stockholdersoffered. In accordance with the terms of a registration rights agreement with the selling stockholdersshareholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock that may be issued to in connection with the selling stockholders conversion of all amounts owed under the senior secured convertible promissory notes, in each case determined as if all amounts owed under the “Private Placement of Shares of Common Stock and Warrants” described above senior secured convertible promissory notes were converted and (ii) 100% of the maximum number of shares of common stock issuable upon exercise of the related warrants, in each case, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsfull. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrantswarrant, conversion of the convertible debentures and upon exercise of the default warrant. For additional information regarding the issuances issuance of those shares of common stock warrants, convertible notes and default warrants, see “Private Placement of Shares of Common Stock Warrant, Convertible Debenture and WarrantsDefault Warrant” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock warrant, the convertible debenture and the warrantsdefault warrant issued pursuant to the Note and Warrant Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on his or its ownership of the shares of common stock warrant, the convertible debenture and warrantsthe default warrant, as of ________, 2023200 , assuming exercise of the warrants warrant, conversion of the convertible debenture and exercise of the default warrant held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full convertible debenture as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares and default warrant shares issued and issuable pursuant to the warrant and the default warrant as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the SEC. Because the exercise price of the warrantswarrant, the conversion price of the convertible debenture and the exercise price of the default warrant may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrant, the convertible debenture and the default warrant, a selling stockholder may not exercise the warrants warrant, convert the convertible debenture or exercise the default warrant to the extent such conversion or exercise would cause such selling stockholder, together with his or its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such warrants the warrant, conversion of the convertible debenture which have not been converted and upon exercise of the default warrant which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. Xxxx Xxxx Plan of Distribution Each Selling Stockholder Notice (the “Selling Stockholders”) of the common stock and Questionnaire The undersigned owner any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: · ordinary brokerage transactions and warrants transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to purchase common stock (sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; · through the writing or settlement of common stockoptions or other hedging transactions, the “Registrable Securities”) whether through an options exchange or otherwise; · a combination of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed any such methods of sale; or intends · any other method permitted pursuant to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale applicable law. The Selling Stockholders may also sell shares under Rule 415 of 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440. In connection with the sale of the Registrable Securitiescommon stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that he or it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in accordance the aggregate, would exceed eight percent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the terms proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act). EXHIBIT B OTHER DISCLOSURES None EXHIBIT C FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Attention: Re: OPEN ENERGY CORPORATION Ladies and Gentlemen: We are counsel to Open Energy Corporation, a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Note and Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”) entered into by and among the Company and the Holder named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holder shares of its Common Stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holder (the “Registration Rights Agreement”) pursuant to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at agreed, among other things, to register the address set forth below. All capitalized terms not otherwise Registrable Securities (as defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). Certain legal consequences arise from being named In connection with the Company’s obligations under the Registration Rights Agreement, on , the Company filed a Registration Statement on Form (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holder as a selling stockholder in there under. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised available for resale under the Securities Act pursuant to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Statement. Very truly yours, [Law Firm] By:

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon conversion of preferred stock or the exercise of the warrants. For additional information regarding the issuances of those shares of preferred stock and warrants and common stock issued and issuable upon conversion of the preferred stock and the exercise of the warrants, see “Private Placement of Shares of Common Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsour securities, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of preferred stock, common stock stock, warrants and warrantsany other rights to purchase our common stock, as of ________, 20232022, assuming exercise of the any warrants or other rights held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises, and further assuming conversion in full of the preferred stock. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to and issuable upon conversion of the selling stockholders preferred stock and the exercise of the warrants issued in the “Private Placement of Shares of Common Preferred Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrantsabove, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard giving effect to any limitations on beneficial ownership limitation contained in the exercise of preferred stock or the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY FIRST WAVE BIOPHARMA, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity First Wave BioPharma, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantswarrants and for the selling stockholders whose other relationships are provided in “Certain Relationships and Related Party Transactions”1, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock stock, [prefunded warrants] and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement Registration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants [or prefunded warrants], determined as if the outstanding warrants [or prefunded warrants] were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, without regard to any limitations on the exercise of the warrants [or prefunded warrants]. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants [and prefunded warrants], a selling stockholder may not exercise the warrants [or prefunded warrants, as applicable,] to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, [19.99]% of the number of shares of our then outstanding common stock outstanding following such exercise, excluding exercise (for purposes of such determination the denominator, immediately after giving effect to the issuance of shares of common stock issuable to be issued upon the applicable exercise of such warrants which have not been exercisedwarrant [or prefunded warrant]). The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” 1 Note: To add based on questionnaire, given existing share ownership and board representation of certain selling stockholders. Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY HARPOON THERAPEUTICS INC. Selling Stockholder Notice and Questionnaire SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, [prefunded warrants] and warrants exercisable into common stock (collectively, the “Registrable Securities”) of Celularity Harpoon Therapeutics Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by the selling stockholders are those previously issued this prospectus, which consists of: ● up to the selling stockholders, and those [●] shares of common stock; ● up to [●] shares of common stock issuable to the selling stockholders, upon exercise of the pre-funded warrants; and ● up to [●] shares of common stock issuable upon exercise of the common warrants. For additional information regarding the issuances issuance of those shares of common stock and warrantsthese securities, see the section titled “Private Placement of Shares of Common Stock and Warrants.” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and other information regarding their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the beneficial ownership date of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersprospectus. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding pre-funded warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, common warrants without regard to any limitations on the exercise of the such warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantspre-funded warrants and common warrants held by selling stockholders, a selling stockholder may not exercise the any such warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders as of June 30, 2023, assuming the full exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The following table also provides the number of shares in of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own assuming all the second shares of common stock that may be offered pursuant to this prospectus are sold. Because each selling stockholder may dispose of all, none or some portion of their shares of common stock, no estimate can be given as to the number of shares of common stock that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below; however, we have assumed that after termination of this offering none of the shares of common stock covered by this prospectus will be beneficially owned by the selling stockholders and fourth columns do further assumed that the selling stockholders will not reflect this limitationacquire beneficial ownership of any additional securities during the offering. The In addition, the selling stockholders may sell allhave sold, some transferred or none otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of their shares the Securities Act after the date on which the information in this offeringthe table is presented. See "the section titled “Plan of Distribution." ” Beneficial Ownership Prior to This Offering Number of Shares Being Beneficial Ownership After this Offering Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Shares % Offered Shares % Annex C CELULARITY ACELRX PHARMACEUTICALS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which the undersigned is a party and to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of the Registrable Securities pursuant to the Registration Statement, you will be required to be named as a selling securityholder in the prospectus included in the Registration Statement and one or more supplements thereto (as so supplemented, the “Prospectus”), and deliver the Prospectus to purchasers of the Registrable Securities (including pursuant to Rule 172 under the Securities Act). Therefore, you must complete and deliver this questionnaire (the “Questionnaire”) in order to be named as a selling securityholder in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusProspectus. Please keep in mind that, throughout the Questionnaire, the “Company” and “we” refer to AcelRx Pharmaceuticals, Inc., and “you” and “the undersigned” refer to you or the entity on whose behalf you are completing this Questionnaire. Capitalized terms used but not defined herein have the meanings given to them in the Merger Agreement. Please complete and return one copy of this Questionnaire to [●] ([●]@xxxxxx.xxx) of Xxxxxx LLP.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, and as otherwise disclosed in the footnotes to the below table, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________March 19, 20232024, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. In accordance with the terms of a registration rights agreement with the selling stockholders, we are required to use commercially reasonable efforts to keep this registration statement continuously effective under the Securities Act until the date that all the registrable securities covered by this registration statement (i) have been sold, hereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be in compliance with the current public information requirement under Rule 144. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, [4.99/9.99]% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise conversion of the warrantsconvertible debenture. For additional information regarding the issuances issuance of those shares of common stock and warrantsconvertible notes, see “Private Placement of Shares of Common Stock and WarrantsConvertible Debenture” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock and convertible Debenture issued pursuant to the warrantsSecurities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsconvertible debenture, as of ________, 2023200_, assuming exercise conversion of the warrants all convertible debentures held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of at least ___________ shares of common stock issued or issuable to the selling stockholders in pursuant to the “Private Placement Securities Purchase Agreement. Because the conversion price of Shares of Common Stock and Warrants” described above and (ii) the maximum convertible debenture may be adjusted, the number of shares that will actually be issued may be more or less than the number of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date shares being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsconvertible debenture , a selling stockholder may not exercise convert the warrants convertible debenture to the extent such exercise conversion would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such exerciseconversion, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise conversion of such warrants the convertible debenture which have not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus."

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders shareholders are those previously issued to the selling stockholdersshareholders, and those issuable to the selling stockholdersshareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “"Private Placement of Shares of Common Stock and Warrants” Shares" above. We are registering the shares of common stock in order to permit the selling stockholders shareholders to offer the shares for resale from time to time. Except for the ownership [Description of the shares of common stock relationship between any selling shareholders and the warrants, the selling stockholders have not had any material relationship with us within the past three years. Company to be provided.] The table below lists the selling stockholders shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersshareholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 20232018, assuming exercise of the warrants held by the selling stockholder shareholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersshareholders. In accordance with the terms of a registration rights agreement with the selling stockholdersshareholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders shareholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants__________________. The fourth column assumes the sale of all of the shares offered by the selling stockholders shareholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares Shares of Common Stock Beneficially Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Beneficially Owned After Offering Annex C CELULARITY EXHIBIT 4 Selling Stockholder Questionnaire [attached hereto] FORM OF SELLING SECURITYHOLDER QUESTIONNAIRE CELLULAR BIOMEDICINE GROUP, INC. Selling Stockholder Notice 19000 XXXXXXX XXXXX XXXX., XXXXX 000 XXXXXXXXX XX 00000 Ladies and Questionnaire Gentlemen: The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable SecuritiesSelling Securityholder”) of Celularity securities of Cellular Biomedicine Group, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1/S-3 (the “Registration Statement”) ). The Registration Statement registers for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), the securities the Selling Securityholder beneficially owns that are disclosed in response to Question 5(b) of this Questionnaire (the “Registrable Securities, ”). The Company will use the information that the undersigned provides in accordance with this Questionnaire to ensure the terms accuracy of the Registration Rights Agreement (Statement and the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreementrelated prospectus. Certain legal consequences arise from being named as a selling stockholder securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities securities to be registered under the Registration Statement are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder securityholder in the Registration Statement and the related prospectus.. The undersigned Selling Securityholder acknowledges that by completing, dating, executing and returning this Questionnaire to the Company, the Selling Securityholder is giving written notice to the Company of its desire to have the Registrable Securities disclosed in response to Question 5(b) of this Questionnaire included in the Registration Statement. Please answer every question. If the answer to any question is “none” or “not applicable,” please so state. Name. Type or print the full legal name of the Selling Securityholder. __________________________________________________________________

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those that may be issued in connection with the conversion and/or repayment of convertible debentures previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232024, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock that may be issued to the selling stockholders in the “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrants and other warrants held by selling stockholders, a selling stockholder may not exercise the any such warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY DIH HOLDING US, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity DIH Holding US, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Investor Rights Agreement (the “Registration Investor Rights Agreement”) to which this document is annexed. A copy of the Registration Investor Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Investor Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Common Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232016, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder shareholder may not exercise the warrants to the extent such exercise would cause such selling stockholdershareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Beneficially Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Beneficially Owned After Offering Annex C CELULARITY PURE BIOSCIENCE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock issuable upon the exercise of warrants (such shares of common stock, the “Registrable Securities”) issued pursuant to the terms of Celularity a Securities Purchase Agreement by and among PURE Bioscience, Inc., a Delaware corporation (the “Company”), ) and the purchasers signatory thereto understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrants, as of ________[·], 20232019, assuming exercise of the warrants held by the selling stockholder Selling Stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders, assuming exercise of the warrants held by the Selling Stockholders on [·], 2019, without regard to any limitations on exercises. In accordance with the terms of a registration rights agreement with the selling stockholdersRegistration Rights Agreement, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders Selling Stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this the registration statement of which this prospectus forms as part was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementRegistration Rights Agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus, assuming exercise of the warrants held by the Selling Stockholders on [·], 2019, without regard to any limitations on exercises, and that the Selling Stockholders do not acquire any additional shares. Information in the table below, with respect to beneficial ownership, has been furnished by the Selling Stockholders. Under the terms of the warrants, a selling stockholder Selling Stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholderSelling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, % of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do [second] column does not reflect this limitation. Information concerning the Selling Stockholders may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. The selling stockholders Selling Stockholders may sell all, some or none of their shares in this offering. We cannot advise you as to whether the Selling Stockholders will in fact sell any or all of such shares. In addition, the Selling Stockholders listed in the table below may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, shares in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below. See "“Plan of Distribution." ” To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement, or (4) the automatic termination of a trust, discretionary account or similar arrangement. The percentages in the table below reflect beneficial ownership immediately prior to the date of this prospectus and immediately after the resale of all shares subject to resale pursuant to this prospectus as determined in accordance with Rule 13d-3 under the Exchange Act and are based on [·] shares of our common stock outstanding as of the date of this prospectus. Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY IDEAL POWER, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Ideal Power Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon conversion of the preferred shares and exercise of the warrants. For additional information regarding the issuances issuance of those the preferred shares of common stock and the warrants, see “Private Placement of Preferred Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the preferred shares of common stock and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock stock, preferred shares and warrants, as of ________, 2023, assuming conversion of the preferred shares and exercise of the warrants held by the each such selling stockholder on that date, without regard to date but taking account of any limitations on exerciseconversion and exercise set forth therein. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders and does not take in account any limitations on (i) conversion of the preferred shares set forth therein or (ii) exercise of the warrants set forth therein. In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the preferred shares and the warrants, this prospectus generally covers the resale of the sum of (i) sum of the maximum number of shares of common stock issued or issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above preferred shares and (ii) the maximum number of shares of common stock issued or issuable upon exercise of the related warrants, in each case, determined as if the outstanding preferred shares and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at the floor price or exercise price (as the case may be) calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding the applicable date of determination preferred shares and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the preferred shares and the warrants, a selling stockholder may not convert the preferred shares or exercise the warrants to the extent such exercise would cause (but only to the extent) such selling stockholder, together with stockholder or any of its affiliates and attribution parties, to would beneficially own a number of shares of our shares of common stock which would exceed 9.99%, [4.99][9.99]% of our then the outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedthe Company. The number of shares in the second and fourth columns do not reflect this limitationcolumn reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock of Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock [LEAD INVESTOR] (such shares of common stock, the “Registrable Securities”1) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[OTHER BUYERS]

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, stockholders and those issuable to the selling stockholders, stockholders upon exercise conversion of the warrantsa convertible note. [For additional information regarding the issuances issuance of those shares of common stock and warrantsthe convertible note, see “Private Placement of Shares of Common Stock and WarrantsConvertible Note” above. .] We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their ownership of the common shares of common stock and warrantsconvertible note, as of [________, 2023, ______,] assuming exercise conversion of the warrants convertible note held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration an investor rights agreement with the selling stockholders, this prospectus generally covers the resale of at least 130% of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and issued, (ii) the maximum number of shares of common stock issuable upon exercise conversion of the related warrantswarrants and (iii) the number of shares of common stock issuable upon conversion of the convertible note, determined as if in the outstanding warrants were exercised in full case of each of clause (ii) and (iii), as of the trading day Trading Day immediately preceding the date this on which the registration statement of which this prospectus forms a part was initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding convertible note and the applicable date number of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the shares issuable upon exercise of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232021, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY PREDICTIVE ONCOLOGY INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Predictive Oncology Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232022, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantswarrants [and other warrants held by selling stockholders], a selling stockholder may not exercise the [the] [any such] warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ” Annex C CELULARITY ATERIAN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Aterian, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the Registration Rights Agreement (including certain indemnification provisions, as described therein). Holders must complete and deliver this notice and questionnaire (“Notice and Questionnaire”) in order to be named as selling stockholders in the Prospectus. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders pursuant to the terms of the convertible notes and upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock convertible notes and the warrantswarrants issued pursuant to the Note Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible notes and warrants, as of ________, 20232017, assuming conversion of all convertible notes and exercise of the all warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversion, redemption or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders, which includes the shares of common stock issuable upon conversion of the convertible notes and upon exercise of the warrants held by such selling stockholder. The fourth column lists the percentage of shares of common stock beneficially owned by such selling stockholder after the completion of the offering, based on its ownership as of ________, based on ________ shares of common stock outstanding as of ________ and assuming the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least the sum of (i) sum of the maximum number of shares of common stock issued and issuable pursuant to the selling stockholders in convertible notes as of the “Private Placement of Shares of Common Stock and Warrants” described above trading day immediately preceding the date the registration statement is initially filed with the SEC, and (ii) the maximum number of shares of common stock issued and issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding the applicable date of determination convertible notes and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrants. The fourth column assumes warrants may be adjusted, the sale number of all shares that will actually be issued may be more or less than the number of the shares being offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible notes and the warrants, a selling stockholder may not convert the convertible notes or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 9.99%, % of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the convertible notes which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares Shares of Common Stock Beneficially Owned Prior to Offering Offering(1) Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Prospectus(2) Number of shares Shares of Common Stock Beneficially Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner Offering(3) Percentage of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”Shares Beneficially Owned After Offering(3) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, warrants [and as otherwise described under “Certain Relationships with the Selling Stockholders,” the selling stockholders have not had any material relationship with us within the past three years. .] The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99[4.99%/9.99%][or, in limited circumstances, 19.99%, ] of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering OMM_US:80757331 OMM_US:80757331 Annex C CELULARITY ELEDON PHARMACEUTICALS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon [conversion of the notes and exercise of the warrants]. For additional information regarding the issuances issuance of those shares of common stock the [notes and the warrants], see “Private Placement of Shares of Common Stock and WarrantsNotes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale [from time to time]. Except for the ownership of [the shares notes issued pursuant to and in connection with the Securities Purchase Agreement, and the warrants issued pursuant to and the agreements governing our engagement of MDB Capital Group LLC as a placement agent for the private placement of the notes and the engagement of MDB Capital Group LLC as an underwriter for a public offering of common stock by the Company, and the warrants, our engagement of an affiliate of MDB Capital Group LLC as a consultant in respect of our patents and intellectual property] the selling stockholders have not had any material relationship with us within the past three years. [Adjust as necessary, according to the facts.] The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each the selling stockholderstockholders, based on its their respective ownership of the shares of common stock stock[, notes and warrants, ,] as of ________, 202320__, [assuming conversion of the notes and exercise of the warrants held by the each such selling stockholder on that date, without regard to date but taking account of any limitations on exerciseconversion and exercise set forth therein]. [Adjust as necessary, according to the facts.] The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersstockholders [and does not take into account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein]. [Adjust as necessary, according to the facts.] In accordance with the terms of a registration rights agreement with the selling stockholdersholders of the notes and the warrants, this prospectus generally covers the resale of the [(i) sum of the number of shares of common stock issued to upon conversion of the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above notes and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, in each case, determined as if the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as ]. Because the conversion price of the trading day immediately preceding the applicable date of determination notes and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants[Adjust as necessary, a selling stockholder may not exercise the warrants according to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. facts.] See "“Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock Common Stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock Common Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Common Stock and warrants, as of ________[●], 2023, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock Common Stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex B - 1 Annex C CELULARITY SHARPS TECHNOLOGY, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, Common Stock (the “Registrable Securities”) of Celularity Sharps Technology, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders shareholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, shareholders upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock and the warrants, see “Private Placement of Shares of Common Stock Senior Note and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock loan evidenced by note and the warrantswarrants issued pursuant to the Note, the selling stockholders shareholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders shareholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock beneficially held by each of the selling shareholders, based on its respective beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ____________, 20232018, assuming d exercise of the warrants held by the such selling stockholder shareholder on that date, without regard to date but taking account of any limitations on exerciseexercise set forth therein. The third column lists the number of shares of common stock being sold in this offering. The fourth column lists the shares of common stock being offered that will be beneficially owned by each selling shareholder following this prospectus by offering. We have assumed for purposes of preparing this table that the selling stockholdersshareholder will sell all of the shares of common stock being offered. In accordance with the terms of a registration rights agreement with the selling stockholdersshareholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock that may be issued to in connection with the selling stockholders conversion of all amounts owed under the senior secured convertible promissory notes, in each case determined as if all amounts owed under the “Private Placement of Shares of Common Stock and Warrants” described above senior secured convertible promissory notes were converted and (ii) 100% of the maximum number of shares of common stock issuable upon exercise of the related warrants, in each case, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsfull. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Offering Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 20232022, assuming exercise of the warrants held by the selling stockholder Selling Stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders Selling Stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder Selling Stockholders may not exercise the warrants to the extent such exercise would cause such selling stockholderSelling Stockholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders Selling Stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering EXECUTION VERSION Annex C CELULARITY INC. COMPANY Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders Holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those [previously issued issued] [issuable to] the selling stockholders pursuant to the selling stockholders, and those issuable to the selling stockholders, Purchase Agreement and/or upon exercise conversion of the warrantspreferred stock. For additional information regarding the issuances of those shares of common stock and warrantsshares, see “Private Placement of Shares of Common Stock and WarrantsPlacement” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of preferred stock and common stock and the warrantsas otherwise set forth in this prospectus, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of preferred stock, common stock and warrants, as of ________________, 20232022, assuming conversion of the preferred stock and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseconversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the maximum number of shares of common stock issued pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Purchase Agreement or issuable upon exercise conversion of the related warrantspreferred stock, determined as if the outstanding warrants shares of preferred stock were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each SEC as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise conversion of the warrantspreferred stock. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsCertificate of Designation, a selling stockholder may not exercise convert the warrants preferred stock to the extent such exercise conversion would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99[4.99%, ] [19.99%] of our then outstanding common stock following such exerciseconversion, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such warrants the preferred stock which have has not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY DUOS TECHNOLOGIES GROUP, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Duos Technologies Group, Inc., a Delaware Florida corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders Selling Stockholders are those previously issued to the selling stockholdersSelling Stockholders, and those issuable to the selling stockholdersSelling Stockholders, upon exercise conversion of the warrantsconvertible notes. For additional information regarding the issuances of those shares of common stock and warrantsconvertible notes, see “Private Placement of Shares of Common Stock and WarrantsConvertible Notes” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock these convertible notes and the warrantsas set forth below, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. : [•] The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrantsconvertible notes, as of ________, 20232018, assuming exercise conversion of the warrants convertible notes held by the selling stockholder Selling Stockholders on that date, without regard to any limitations on exerciseconversions. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement with the selling stockholdersSelling Stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock issued to the selling stockholders Selling Stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above __________________ and (ii) the maximum number of shares of common stock issuable upon exercise conversion of the related warrantsconvertible notes, determined as if the outstanding warrants convertible notes were exercised converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise conversion of the warrantsconvertible notes. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrantsconvertible notes, a selling stockholder Selling Stockholder may not exercise convert the warrants convertible notes to the extent such exercise conversion would cause such selling stockholderSelling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, [4.99]% of our then outstanding common stock following such exerciseconvert, excluding for purposes of such determination shares of common stock issuable upon exercise conversion of such warrants the convertible notes which have not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders Selling Stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. ANNEX B Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Questionnaire

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, stockholders upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock warrants issued pursuant to the Subscription Agreement and the warrants[DESCRIBE LENDER AND OTHER RELATIONSHIPS], the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ___________, 2023202_, assuming exercise of the all warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum at least 150% of the maximum number of shares of common stock issued to and issuable upon exercise of the selling stockholders in warrants as of the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) Trading Day immediately preceding the maximum date the registration statement is initially filed with the SEC. Because the number of shares of common stock issuable upon exercise of the related warrantswarrants may be adjusted, determined as if the outstanding warrants were exercised in full as number of shares that will actually be issued may be more or less than the trading day immediately preceding the date number of shares being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock [TCW] (such shares of common stock, the “Registrable Securities”1) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0 [Other Subscribers]

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock Common Stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock Common Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Common Stock and warrants, as of ________[●], 2023, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock Common Stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex B - 1 Annex C CELULARITY JUPITER WELLNESS, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, Common Stock (the “Registrable Securities”) of Celularity Jupiter Wellness, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock Common Stock and warrants, see “Private Placement of Shares shares of Common Stock and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares Common Stock for resale from time to time. Except for the ownership of the shares of common stock Common Stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock Common Stock and warrants, as of ________[●], 20232024, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exerciseexercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) sum of the number of shares of common stock Common Stock issued to the selling stockholders in the “Private Placement of Shares shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock Common Stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares Common Stock offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock Common Stock following such exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise of such the warrants which that have not been exercised. The number of shares Common Stock in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares Common Stock in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY 2.1.2 - 1 Annex 3.1 SOBR SAFE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, Common Stock (the “Registrable Securities”) of Celularity Inc.SOBR Safe, Inc a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The shares of common stock registered hereunder are being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrantsSelling Stockholders. For additional information regarding the issuances of those shares of common stock and warrantsstock, see “Private Placement of Shares of Common Stock and WarrantsStock” above. We are registering the shares of common stock in order to permit the selling stockholders Selling Stockholders to offer the shares for resale from time to time. Except (i) as disclosed under the section titled “Certain Relationships and Related Transactions and Director Independent” and (ii) for the ownership of the shares of common stock and the warrantsstock, the selling stockholders Selling Stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholdersSelling Stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholderSelling Stockholder, based on its ownership of the shares of common stock and warrantsstock, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise2021. The third column lists the shares of common stock being offered by this prospectus by the selling stockholdersSelling Stockholders. In accordance with the terms of a registration rights agreement the Registration Rights Agreement with the selling stockholdersSelling Stockholders, this prospectus Prospectus generally covers the resale of the (i) sum all of the number of shares of common stock issued to the selling stockholders in Selling Stockholders pursuant to the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders Selling Stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercisedProspectus. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders Selling Stockholders may sell all, some some, or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY B THEMAVEN, INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Questionnaire

SELLING STOCKHOLDERS. The shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders, Selling Stockholders and those issuable to the selling stockholders, Selling Stockholders upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and the warrants, see “"Private Placement of Shares of Common Stock and Warrants” " above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholdershareholder, based on its ownership of the shares of common stock and the warrants, as of ________, 20232007, assuming exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement agreements with the selling stockholdersholders of the shares of common stock and the warrants, this prospectus generally covers the resale of at least the sum of (i) sum the number of shares of common stock issued and (ii) 150% of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised exercised, as applicable, in full full, as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants warrants, to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 9.99%, 4.99% of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to issuable upon conversion of the selling stockholders, convertible debentures and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances issuance of those shares of common stock convertible notes and warrants, see “Private Placement of Shares of Common Stock Convertible Debentures and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the shares of common stock convertible Debentures and the warrantswarrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock convertible debentures and warrants, as of ________, 2023200 , assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the at least (i) sum 300% of the number of shares of common stock Conversion Shares issued and issuable pursuant to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full convertible debentures as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrantswarrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of such the warrants which have not been exercised. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock Cornell Capital Partners, L.P. (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”1), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the warrantsWarrants. For additional information regarding the issuances of those shares of common stock and warrantsWarrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrantsWarrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsWarrants, as of ________, 2023, assuming exercise of the warrants held that are currently exercisable or that will become exercisable by the selling stockholder on that datestockholders within 60 days of [ ], without regard to any limitations on exerciseexercises. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon the exercise of the related warrantsWarrants, determined as if the outstanding warrants Warrants were exercised exercised, as applicable, in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the The terms of the warrantsWarrants provide for certain limitations on the exercise of such Warrants, including that a selling stockholder may not exercise the warrants such Warrants, as applicable, to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock which would exceed 9.99%, 9.9% of our then outstanding common stock following such conversion or such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitationany such limitations. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." ” Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. SCILEX HOLDING COMPANY Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., Scilex Holding Company a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

SELLING STOCKHOLDERS. The common stock shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise conversion of the warrantsconvertible debenture. For additional information regarding the issuances issuance of those shares of common stock and warrantsthe convertible debenture, see “Private Placement of Shares of Common Stock and Warrants” Convertible Debentures above. We are registering the shares of common stock Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise noted and except for the ownership of the shares of common stock and convertible debenture issued pursuant to the warrantsSecurities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock Common Stock by each of the selling stockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrantsconvertible debentures, as of of_________________, 2023200_, assuming exercise conversion of all the warrants convertible debenture held by the selling stockholder stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of at least______________ shares of common stock issued or issuable to the selling stockholders in pursuant to the “Private Placement Securities Purchase Agreement. Because the conversion price of Shares of Common Stock and Warrants” described above and (ii) the maximum convertible debenture may be adjusted, the number of shares that will actually be issued may be more or less than the number of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date shares being offered by this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrantsprospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrantsconvertible debenture, a selling stockholder may not exercise convert the warrants convertible debenture to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution partiesaffiliates, to beneficially own a number of shares of common stock Common Stock which would exceed 9.99%, 4.99% of our then outstanding common stock shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of common stock Common Stock issuable upon exercise conversion of such warrants the convertible debentures which have not been exercisedconverted. The number of shares in the second and fourth columns do column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "“Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.