SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2023 • Celularity Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CELULARITY INC.Common Stock Purchase Warrant • April 7th, 2023 • Celularity Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October [__], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April [___], 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Celularity Inc., a Delaware corporation (the “Company”), up to [______] shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Celularity Inc.Placement Agent Agreement • April 7th, 2023 • Celularity Inc • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO WARRANTSCommon Stock Purchase Warrant Amendment • April 7th, 2023 • Celularity Inc • Pharmaceutical preparations
This Amendment No. 1 to the Common Stock Purchase Warrant (this “Amendment”) dated this 4th day of April, 2023, by and among Celularity Inc., a Delaware corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).
