REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2024 • Celularity Inc • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of March 13, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CELULARITY INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Convertible Promissory NoteConvertible Note • March 15th, 2024 • Celularity Inc • Pharmaceutical preparations
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated March 13, 2024 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
March 13, 2024 Via Email Resorts World Inc Pte Ltd 3, Lim Teck Kim Road, #09-02 Genting Centre, Singapore (088934) limch@rwi.genting / woonyau.hiu@rwi.gentingConsent to Yorkville Arrangements • March 15th, 2024 • Celularity Inc • Pharmaceutical preparations • Delaware
Reference is made to (a) that certain Second Amended and Restated Loan Agreement (the “RWI Loan Agreement”) dated as of January 12, 2024, between Celularity Inc. (“Celularity”) and Resorts World Inc Pte Ltd (“RWI”), and (b) that certain Standby Equity Purchase Agreement to be entered into on or about the date hereof (the “SEPA”), between Celularity and YA II PN, Ltd (“Yorkville”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the RWI Loan Agreement or the SEPA, as applicable.
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • March 15th, 2024 • Celularity Inc • Pharmaceutical preparations • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 13, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CELULARITY INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
March 13, 2024 Via Email Howard I. SmithConsent to Yorkville Arrangements • March 15th, 2024 • Celularity Inc • Pharmaceutical preparations
