CLASS A COMMON STOCK PURCHASE WARRANT CELULARITY INC.Celularity Inc • May 11th, 2022 • Pharmaceutical preparations • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Celularity Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
] Units Consisting of [ ] shares of Class A Common Stock and Warrants to Purchase [ ] shares of Class A Common Stock CELULARITY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2022 • Celularity Inc • Pharmaceutical preparations • New York
Celularity Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to BTIG, LLC, as representative (the “Representative”) of the several underwriters named on Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), (i) an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [ ] shares of Common Stock (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional [ ] shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) and/or Warrants (the “Option Warrants” and, together with the Firm Warrants, the “Warrants”) to purchase up to an additional [ ] shares of Common Stock (the “Option Warrant Sh
