Celularity Inc (Form: 10-Q, Received: 11/10/2022 16:33:43)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-38914

Celularity Inc.

(Exact name of registrant as specified in its charter)


Delaware	83-1702591
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
170 Park Ave, Florham Park, NJ (Address of principal executive offices)	07932 (Zip Code)

(908) 768-2170

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	CELU	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	CELUW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 4, 2022, the registrant had 145,013,313 shares of Class A common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Signatures		45

On July 16, 2021, we consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated January 8, 2021, or the Merger Agreement, by and among us, our wholly-owned merger subs and Celularity LLC (formerly known as Celularity Inc.), or Legacy Celularity.

Pursuant to the terms of the Merger Agreement, we effected the business combination through the (a) merger of our wholly-owned merger sub with and into Legacy Celularity with Legacy Celularity surviving as our wholly-owned subsidiary and (b) immediately following the first merger and as part of the same overall transaction, the merger of the Legacy Celularity, as surviving corporation of the first merger, with and into a second wholly-owned merger sub, with such second wholly-owned merger sub as the surviving entity of the second merger, which ultimately resulted in Legacy Celularity becoming our wholly-owned direct subsidiary. We refer to these mergers as the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”. On the Closing Date, we changed our name from GX Acquisition Corp. to Celularity Inc.

Unless the context indicates otherwise, references in this quarterly report to the “Company,” “Celularity,” “we,” “us,” “our” and similar terms refer to Celularity Inc. (f/k/a GX Acquisition Corp.) and its consolidated subsidiaries (including Legacy Celularity). References to “GX” refer to the predecessor company prior to the consummation of the Business Combination.

The Celularity logo, Celularity IMPACT, Biovance, Interfyl, Lifebank, CentaFlex and other trademarks or service marks of Celularity Inc. appearing in this quarterly report are the property of Celularity Inc. This quarterly report on Form 10-Q also contains registered marks, trademarks and trade names of other companies. All other trademarks, registered marks and trade names appearing herein are the property of their respective holders

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained within this quarterly report on Form 10-Q, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These statements relate to our future events, including our anticipated operations, research, development and commercialization activities, clinical trials, operating results and financial condition and may include, but are not limited to, statements about:

•

the success, cost, timing and potential indications of our cellular therapy candidate development activities and clinical trials;

•

the timing of the initiation, enrollment and completion of planned clinical trials in the United States and foreign countries;

•

our ability to obtain and maintain regulatory approval of our therapeutic candidates in any of the indications for which we plan to develop them, and any related restrictions, limitations, and/or warnings in the label of any approved therapeutic;

•

our ability to obtain funding for our operations, including funding necessary to complete the clinical trials of any of our therapeutic candidates;

•

our ability to attract and retain collaborators with development, regulatory and commercialization expertise;

•

the size of the markets for our therapeutic candidates, and our ability to serve those markets;

•

our ability to successfully commercialize our therapeutic candidates;

•

our ability to develop and maintain sales and marketing capabilities, whether alone or with potential future collaborators;

•

our expenses, future revenues, capital requirements and needs for additional financing;

•

our use of cash and other resources; and

•

our expectations regarding our ability to obtain and maintain intellectual property protection for our therapeutic candidates, degenerative disease products, and our ability to operate our business without infringing on the intellectual property rights of others.

These forward-looking statements are based on information available as of the date of this quarterly report, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties that could cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Some factors that could cause actual results to differ include:

•

We have incurred net losses in every period since our inception, have no cellular therapeutic candidates approved for commercial sale and we anticipate that we will incur substantial net losses in the future.

•

We believe that our cash and cash equivalents as of September 30, 2022, will fund our current operations into the first quarter of 2023. We do not have any guaranteed financing and will need substantial additional financing to develop our therapeutics and implement our operating plans. If we fail to obtain additional financing, we may be unable to complete the development and commercialization of our therapeutic candidates and could be required to adjust our development plan to reduce expenses.

•

We could be required to make cash payments under our pre-paid advance agreement with Yorkville and may not have sufficient cash available when due, which could impact our liquidity and require us to modify our operations to meet any prepayment obligations.

•

Our placental-derived cellular therapy candidates represent a novel approach to cancer, infectious and degenerative disease treatments that creates significant challenges.

•

Our historical operating results indicate substantial doubt exists related to our ability to continue as a going concern.

•

Our business could be materially adversely affected by the effects of health pandemics or epidemics, including the ongoing COVID-19 pandemic and future outbreaks of the disease, in regions where we or third parties on which we rely have concentrations of clinical trial sites or other business operations.

•

Our commercial business may be impacted if regulatory authorities determine that certain of our products that are, or are derived from, human cells or tissues do not qualify for reimbursement.

•

Our business is highly dependent on the success of our lead therapeutic candidates. If we are unable to obtain regulatory approval for our lead candidates and effectively commercialize our lead therapeutic candidates for the treatment of patients in approved indications, our business would be significantly harmed.

•

We rely on CAR-T viral vectors from Sorrento Therapeutics, Inc., or Sorrento, for our CYCART-19 therapeutic candidate and termination of this license, or any future licenses, could result in the loss of significant rights, which would harm our business.

•

We rely and will continue to rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval of, or commercialize, our therapeutic candidates.

•

The U.S. Food and Drug Administration, or FDA, regulatory approval process is lengthy and time-consuming, and we may experience significant delays in the clinical development and regulatory of our therapeutic candidates.

•

We may not be able to file Investigational New Drug, or IND, applications to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA may not permit us to proceed without additional information (such as with our recent IND submission for CYCART-19) or at all, and if so, we may encounter substantial delays in our clinical trials or may not be able to conduct our trials on the timelines we expect.

•

We operate our own manufacturing and storage facility, which requires significant resources; manufacturing or other failures could adversely affect our clinical trials and the commercial viability of our therapeutic candidates and our biobanking and degenerative diseases businesses.

•

We rely on donors of healthy human full-term post-partum placentas to manufacture our therapeutic candidates, and if we do not obtain an adequate supply of such placentas from qualified donors, development of our placental-derived allogeneic cells may be adversely impacted.

•

Our clinical trials may fail to demonstrate the safety and/or efficacy of any of our therapeutic candidates, which would prevent or delay regulatory approval and commercialization.

•

If our effort to protect the proprietary nature of the intellectual property related to our technologies are inadequate, we may not be able to compete effectively in our market.

•

We are, and in the future may be, party to agreements with third parties. Disputes may arise with such third parties regarding the terms of such agreements, including terms governing payment obligations, contractual interpretation, or related intellectual property ownership or use rights, which could materially adversely impact us, including by requiring the payment of additional amounts, or requiring us to invest time and money in litigation or arbitration.

•

Our therapeutic candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential or result in significant negative consequences.

•

We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively.

•

Our relationship with customers, physicians, and third-party payors are subject to numerous laws and regulations. If we or our employees, independent contractors, consultants, commercial partners and vendors violate these laws, we could face substantial penalties.

•

We will continue to incur significant costs as a result of operating as a public company, and our management will be required to devote substantial time to various compliance initiatives.

For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022, as amended July 15, 2022, or the 2021 Form 10-K.

iii

Given these risks, you should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise their forward-looking statements whether as a result of new information, future events, or otherwise.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Celularity Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)


	September 30, 2022			December 31, 2021

Assets
Current assets:
Cash and cash equivalents	$	42,649		$	37,240
Accounts receivable, net of allowance of $1,264 and $283 as of September 30, 2022 and December 31, 2021, respectively		4,452			2,745
Notes receivable		3,920			2,488
Inventory		5,239			9,549
Prepaid expenses and other current assets		6,837			7,078
Total current assets		63,097			59,100
Property and equipment, net		77,032			90,625
Goodwill		123,304			123,304
Intangible assets, net		121,547			123,187
Right-of-use assets - operating leases		13,042			-
Restricted cash		14,832			14,836
Inventory, net of current portion		23,861			2,721
Other long-term assets		401			355
Total assets	$	437,116		$	414,128
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	9,216		$	9,317
Accrued expenses and other current liabilities		18,507			11,661
Current portion of financing obligation		-			3,051
Short-term debt ($39,255 at fair value and $40,000 unpaid principal balance at September 30, 2022)		39,255			-
Deferred revenue		2,241			2,196
Total current liabilities		69,219			26,225
Deferred revenue, net of current portion		2,120			1,871
Acquisition-related contingent consideration		158,781			232,222
Noncurrent lease liabilities - operating		27,917			-
Financing obligations		-			28,085
Warrant liabilities		14,094			25,962
Deferred income tax liabilities		10			10
Other liabilities		740			335
Total liabilities		272,881			314,710
Commitments and Contingencies (Note 10)
Stockholders’ equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at September 30, 2022 and December 31, 2021		-			-
Common Stock, $0.0001 par value, 730,000,000 shares authorized, 144,524,190 issued and outstanding as of September 30, 2022; 730,000,000 shares authorized, 124,307,884 issued and outstanding as of December 31, 2021		14			12
Additional paid-in capital		833,915			763,087
Accumulated other comprehensive income		236			-
Accumulated deficit		(669,930	)		(663,681	)
Total stockholders’ equity		164,235			99,418
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$	437,116		$	414,128

The accompanying notes are an integral part of these condensed consolidated financial statements.

Celularity Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net revenues
Product sales and rentals	$	1,041		$	849		$	2,920		$	2,734
Services		1,405			1,343			4,061			4,204
License, royalty and other		1,689			8,430			6,865			9,541
Total revenues		4,135			10,622			13,846			16,479
Operating expenses
Cost of revenues (excluding amortization of acquired intangible assets)
Product sales and rentals		812			638			1,711			2,025
Services		899			923			3,112			2,218
Licenses, royalties and other		5,502			750			9,595			750
Research and development		20,351			23,765			67,373			63,666
Selling, general and administrative		14,907			21,644			46,941			58,133
Change in fair value of contingent consideration liability		(33,243	)		(48,549	)		(73,441	)		(17,845	)
Amortization of acquired intangible assets		553			553			1,640			1,640
Total operating expenses		9,781			(276	)		56,931			110,587
(Loss) income from operations		(5,646	)		10,898			(43,085	)		(94,108	)
Other income (expense):
Interest income		108			55			155			324
Interest expense		-			(843	)		-			(2,412	)
Change in fair value of warrant liabilities		9,333			39,937			31,613			2,258
Change in fair value of debt		(291	)		-			(291	)		-
Other income (expense), net		1,278			(109	)		1,366			(2,140	)
Total other income (expense)		10,428			39,040			32,843			(1,970	)
Income (loss) before income taxes		4,782			49,938			(10,242	)		(96,078	)
Income tax benefit		(17	)		-			-			-
Net income (loss)	$	4,799		$	49,938		$	(10,242	)	$	(96,078	)
Change in fair value of debt due to change in credit risk, net of tax		236			-			236			-
Other comprehensive income		236			-			236			-
Comprehensive income (loss)	$	5,035		$	49,938		$	(10,006	)	$	(96,078	)
Share information:
Net income (loss) per share - basic	$	0.03		$	0.47		$	(0.07	)	$	(2.00	)
Weighted average shares outstanding - basic		142,676,953			106,369,910			137,787,645			48,071,685
Net income (loss) per share - diluted	$	0.03		$	0.40		$	(0.07	)	$	(2.00	)
Weighted average shares outstanding - diluted		150,546,268			123,582,822			137,787,645			48,071,685

The accompanying notes are an integral part of these condensed consolidated financial statements.

Celularity Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited)

(in thousands, except share amounts)


	Series A Redeemable Convertible Preferred Stock						Series B Redeemable Convertible Preferred Stock						Series X Redeemable Convertible Preferred Stock						Common Stock					Treasury Stock						Additional Paid-in			Accumulated			Accumulated Other Comprehensive		Total Stockholders’ Equity
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount		Shares			Amount			Capital			Deficit			Income		(Deficit)
Balances at December 31, 2021		-		$	-			-		$	-			-		$	-			124,307,884		$	12		-		$	-		$	763,087		$	(663,681	)	$	-	$	99,418
Cumulative effect adjustment ASU 2016-02		-			-			-			-			-			-			-			-		-			-			-			3,996			-		3,996
Reclassification of previously exercised stock options		-			-			-			-			-			-			131,253			-		-			-			441			-			-		441
Exercise of warrants		-			-			-			-			-			-			13,281,386			2		-			-			46,483			-			-		46,485
Exercise of stock options		-			-			-			-			-			-			10,255			-		-			-			21			-			-		21
Purchase and retirement of common shares		-			-			-			-			-			-			(3,058	)		-		-			-			(11	)		-			-		(11	)
Stock-based compensation expense		-			-			-			-			-			-			-			-		-			-			2,422			-			-		2,422
Net loss		-			-			-			-			-			-			-			-		-			-			-			(62,867	)		-		(62,867	)
Balances at March 31, 2022		-		$	-			-		$	-			-		$	-			137,727,720		$	14		-		$	-		$	812,443		$	(722,552	)	$	-	$	89,905
Cumulative effect adjustment ASU 2016-02		-			-			-			-			-			-			-			-		-			-			-			(3	)		-		(3	)
Issuance of common stock to PIPE investor, net of issuance costs		-			-			-			-			-			-			4,054,055			-		-			-			7,651			-			-		7,651
Exercise of warrants		-			-			-			-			-			-			304			-		-			-			4			-			-		4
Exercise of stock options		-			-			-			-			-			-			609,529			-		-			-			313			-			-		313
Purchase and retirement of common shares		-			-			-			-			-			-			(7,441	)		-		-			-			(75	)		-			-		(75	)
Stock-based compensation expense		-			-			-			-			-			-			-			-		-			-			4,529			-			-		4,529
Net income		-			-			-			-			-			-			-			-		-			-			-			47,826			-		47,826
Balances at June 30, 2022		-		$	-			-		$	-			-		$	-			142,384,167		$	14		-		$	-		$	824,865		$	(674,729	)	$	-	$	150,150
Exercise of warrants		-			-			-			-			-			-			100			-		-			-			1			-			-		1
Exercise of stock options		-			-			-			-			-			-			322,093			-		-			-			399			-			-		399
Issuance of common stock in ATM offering, net of commissions and offering expenses		-			-			-			-			-			-			1,817,830			-		-			-			4,131			-			-		4,131
Stock-based compensation expense		-			-			-			-			-			-			-			-		-			-			4,519			-			-		4,519
Change in fair value of debt due to change in credit risk, net of tax		-			-			-			-			-			-			-			-		-			-			-			-			236		236
Net income		-			-			-			-			-			-			-			-		-			-			-			4,799			-		4,799
Balances at September 30, 2022		-		$	-			-		$	-			-		$	-			144,524,190		$	14		-		$	-		$	833,915		$	(669,930	)	$	236	$	164,235


Balances at December 31, 2020		29,484,740		$	184,247			41,205,482		$	290,866			11,953,274		$	75,000			18,529,453		$	1		(90,834	)	$	(256	)	$	32,418		$	(563,563	)	$	-	$	(531,400	)
Stock-based compensation expense		-			-			-			-			-			-			-			-		-			-			1,009			-			-		1,009
Net loss		-			-			-			-			-			-			-			-		-			-			-			(81,539	)		-		(81,539	)
Balances at March 31, 2021		29,484,740		$	184,247			41,205,482		$	290,866			11,953,274		$	75,000			18,529,453		$	1		(90,834	)	$	(256	)	$	33,427		$	(645,102	)	$	-	$	(611,930	)
Exercise of stock options		-			-			-			-			-			-			3,711			-		-			-			14			-			-		14
Stock-based compensation expense		-			-			-			-			-			-			-			-		-			-			28,188			-			-		28,188
Net loss		-			-			-			-			-			-			-			-		-			-			-			(64,477	)		-		(64,477	)
Balances at June 30, 2021		29,484,740		$	184,247			41,205,482		$	290,866			11,953,274		$	75,000			18,533,164		$	1		(90,834	)	$	(256	)	$	61,629		$	(709,579	)	$	-	$	(648,205	)
Recapitalization from GX Acquisition Corp. merger, net of redemptions and equity issuance and merger costs		(29,484,740	)		(184,247	)		(41,205,482	)		(290,866	)		(11,953,274	)		(75,000	)		94,122,404			8		90,834			256			485,332			-			-		485,596
Equity classification of Legacy Celularity warrants		-			-			-			-			-			-			-			-		-			-			96,398			-			-		96,398
Issuance of common stock to Palantir		-			-			-			-			-			-			2,000,000					-						20,000			-			-		20,000
Issuance of common stock to PIPE Investors		-			-			-			-			-			-			8,340,000			1		-			-			83,399			-			-		83,400
Exercise of stock options		-			-			-			-			-			-			468,545			-		-			-			209			-			-		209
Stock-based compensation expense		-			-			-			-			-			-			-			-		-			-			8,880			-			-		8,880
Net income		-			-			-			-			-			-			-			-		-			-			-			49,938			-		49,938
Balances at September 30, 2021		-		$	-			-		$	-			-		$	-			123,464,113		$	10		-		$	-		$	755,847		$	(659,641	)	$	-	$	96,216

The accompanying notes are an integral part of these condensed consolidated financial statements.

Celularity Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited) (in thousands)


	Nine Months Ended September 30,
	2022			2021
Cash flow from operating activities:
Net loss	$	(10,242	)	$	(96,078	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		6,997			6,211
Non cash lease expense		(41	)		-
Deferred income taxes		-			(1,356	)
Provision for doubtful accounts		981			113
Change in fair value of warrant liabilities		(31,613	)		(2,258	)
Stock-based compensation expense		11,470			38,077
Change in fair value of contingent consideration		(73,441	)		(17,845	)
Change in fair value of contingent stock consideration		415			-
Change in fair value of debt		291			-
Other, net		(1,432	)		3,206
Changes in assets and liabilities:
Accounts receivable		(2,688	)		(754	)
Inventory		(16,830	)		(3,778	)
Prepaid expenses and other assets		510			(1,522	)
Sale of net operating loss and R&D tax credits		-			1,356
Accounts payable		297			1,364
Accrued expenses and other liabilities		6,546			3,846
Right-of-use assets and lease liabilities		195			-
Deferred revenue		294			(8,633	)
Net cash used in operating activities		(108,291	)		(78,051	)
Cash flow from investing activities:
Capital expenditures		(4,457	)		(3,900	)
Proceeds from promissory note		-			300
Net cash used in investing activities		(4,457	)		(3,600	)
Cash flow from financing activities:
Proceeds from short term borrowings - related party		-			5,000
Payment of short term borrowings - related party		-			(5,000	)
Cash received from GX Acquisition Corp. on recapitalization		-			5,386
Proceeds from the exercise of stock options		647			223
Proceeds from the exercise of warrants		46,490			-
Proceeds from PIPE financing		30,000			83,400
Proceeds from the sale of common stock in ATM offering		4,570			-
Proceeds from short-term debt		39,200			-
Proceeds from Palantir investment		-			20,000
Payments of ATM offering costs and commissions		(205	)		-
Payments of PIPE/SPAC related costs		(2,549	)		(9,433	)
Net cash provided by financing activities		118,153			99,576
Net increase in cash, cash equivalents and restricted cash		5,405			17,925
Cash, cash equivalents and restricted cash at beginning of period		52,076			69,513
Cash, cash equivalents and restricted cash at end of period	$	57,481		$	87,438

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	11
Supplemental non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued expenses	$	(1,014	)	$	(1,601	)
Conversion of Series A, Series B and Series X preferred stock into common stock	$	-		$	550,113
Cancellation of treasury stock	$	-		$	256
Non-cash assets acquired from the merger with GX Acquisition Corp.	$	-		$	163
Warrant liability assumed from the merger with GX Acquisition Corp.	$	-		$	59,202
Issuance of common stock as payment for PIPE/merger related costs	$	-		$	10,795
Reclassification of warrant liabilities to equity	$	-		$	96,398
ATM related costs included in accounts payable and accrued expenses	$	(234	)	$	-
PIPE related costs included in accrued expenses	$	(55	)	$	-
Reclassification of option liabilities to equity	$	441		$	-
Change in PIPE/SPAC related costs captured in accounts payable and accrued expenses	$	-		$	1,103

The accompanying notes are an integral part of these condensed consolidated financial statements.

Celularity Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(in thousands, except share and per share amounts)

Nature of Business

Celularity Inc., (“Celularity” or the “Company”), formerly known as GX Acquisition Corp. (“GX”), was a blank check company incorporated in Delaware on August 24, 2018. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

On July 16, 2021 (the “Closing Date”), the Company consummated the previously announced merger pursuant to the Merger Agreement and Plan of Reorganization, dated January 8, 2021 (the “Merger Agreement”), by and among GX, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GX (“First Merger Sub”), Celularity LLC (f/k/a Alpha Second Merger Sub LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of GX (“Second Merger Sub”), and the entity formerly known as Celularity Inc., incorporated under the laws of the state of Delaware on August 29, 2016 (“Legacy Celularity”). Upon completion of the merger transaction GX changed its name to Celularity Inc. The business combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States (see Note 3).

Description of Business

Celularity is a clinical-stage biotechnology company leading the next evolution in cellular medicine by developing off-the-shelf placental-derived allogeneic T cells engineered with chimeric antigen receptor (“CAR”) T cells, natural killer (“NK”) cells and mesenchymal-like adherent stromal cells (“MLASCs”), targeting indications across cancer, infectious and degenerative diseases. Celularity is headquartered in Florham Park, NJ. Legacy Celularity acquired Anthrogenesis Corporation (“Anthrogenesis”) in August 2017 from Celgene Corporation (“Celgene”), a global biotechnology company that merged with Bristol Myers Squibb Company. Previously, Anthrogenesis operated as Celgene Cellular Therapeutics, Celgene’s cell therapy division. Celularity currently has three active clinical trials and is in the process of working with the U.S. Food and Drug Administration (“FDA”) to resolve its questions on an investigational new drug application (“IND”) it submitted in the first quarter of 2022 before commencing an additional clinical trial.

The Celularity IMPACT platform capitalizes on the benefits of placenta-derived cells to target multiple diseases, and provides seamless integration, from bio sourcing through manufacturing cryopreserved and packaged allogeneic cells at its purpose-built U.S.-based 147,215 square foot facility. Celularity’s placental-derived cells are allogeneic, meaning they are intended for use in any patient, as compared to autologous cells, which are derived from an individual patient for that patient’s use. From a single source material, the postpartum human placenta, Celularity derives four allogeneic cell types: T cells, unmodified NK cells, genetically-modified NK cells and MLASCs, which have resulted in five key cell therapeutic programs: CYCART-19, CYNK-001, CYNK-101, APPL-001 and PDA-002, focused on six initial indications. CYCART-19 is a placental-derived CAR-T cell therapy, in development for the treatment of B-cell malignancies, initially targeting the CD19 receptor. CYNK-001 is a placental-derived unmodified NK cell in development for the treatment of acute myeloid leukemia (“AML”), a blood cancer, and for glioblastoma multiforme (“GBM”), a solid tumor cancer. CYNK-101 is a placental-derived genetically modified NK cell in development, to be evaluated in combination with a monoclonal antibody to target HER2+ cancers, such as gastric cancer. APPL-001 is a placenta-derived MLASC being developed for the treatment of Crohn’s disease. PDA-002 is a placenta-derived MLASC being developed for the treatment of facioscapulohumeral muscular dystrophy ("FSHD").

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with governmental regulations and the ability to secure additional capital to fund operations. Drug candidates currently under development will require significant additional approval prior to commercialization, including extensive preclinical and clinical testing and regulatory approval. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

COVID-19

On March 10, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The virus and actions taken to mitigate its spread have had, and are expected to continue to have, a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates and conducts its business and which the Company’s partners operate and conduct their business. The Company is currently following the recommendations of local health authorities to minimize exposure risk for its team members and visitors. However, the scale and scope of this pandemic is unknown and the duration of the business disruption and related financial impact cannot be reasonably estimated at this time. While management has implemented specific business continuity plans to reduce the potential impact of COVID-19, there is no guarantee that the Company’s continuity plans will be successful.

Although the Company was able to operate continuously since the pandemic began, the Company implemented work-from-home policies as needed following local health recommendations for non-essential employees and employees whose roles are able to be performed remotely. Because certain elements of the Company’s operations (such as processing placental tissue, certain biological assays, translational research and storage of cord blood) cannot be performed remotely, the Company instituted controls and protocols including mandatory temperature checking, symptom assessment forms, incremental cleaning and sanitization of common surfaces to mitigate risks to employees.

Due to a broad decline in economic activity and restrictions on physical access to certain medical facilities, the Company did experience a decrease in the net revenues of its degenerative disease business due to the pandemic in 2021. As for clinical trials, the Company did not cancel or postpone enrollment solely due to the risks of COVID-19. However, enrollment in the clinical trial evaluating CYNK-001 for AML experienced some delays in the first half of 2020 as sites assessed their safety protocols and experienced high volumes of COVID-19 patients. Enrollment has continued in the AML trial and remains ongoing. As a result, during 2020 the Company had a year-over-year increase in research and development expenses notwithstanding the enrollment delays. The Company also initiated a clinical trial evaluating CYNK-001 in patients with COVID-19, which necessitated additional research and development and project management resources. The Company believes that it would have deployed its human and capital resources to other efforts, such as its CYCART-19 clinical development program, had the COVID-19 pandemic not struck.

COVID-19 did not have a material negative impact on oncology clinical trial patient accrual rates during 2021 and 2022. During 2021, Celularity continued to utilize mandatory temperature checking and symptom assessment forms and, commencing with the third quarter of 2021, instituted additional safety protocols for unvaccinated employees. Celularity also utilized a liaison to help schedule vaccination appointments for employees.

The extent to which COVID-19 or any other health epidemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results of operations, financial condition, and prospects.

Going Concern

In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.

Since its inception, Legacy Celularity funded its operations primarily with proceeds from the sales of preferred stock as well as revenues generated through its biobanking and degenerative disease commercial operations. The Company has incurred recurring losses since its inception, including net losses of $10,242 and $100,118 for the nine months ended September 30, 2022, and the year ended December 31, 2021, respectively. In addition, as of September 30, 2022, the Company had an accumulated deficit of $669,930. The Company expects to continue to generate operating losses for the foreseeable future. As of September 30, 2022, the Company expects that its cash and cash equivalents will not be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the issuance of the condensed consolidated financial statements.

The Company believes its existing cash and cash equivalents as of September 30, 2022 will fund it into the first quarter of 2023. The Company has based this estimate on a number of assumptions regarding its development programs and commercial operations that may prove to be wrong, and could utilize its cash and cash equivalents sooner than expected. The Company is seeking additional funding through the issuance of equity, convertible or debt securities through private investments in public equity or public offerings or the exercise of existing convertible securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the terms of any financing may adversely affect the holdings or the rights of its stockholders. Alternatively, the Company may have to reduce spend by postponing certain of its development activities.

Based on its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt about its ability to continue as a going concern.

The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited condensed consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The unaudited condensed consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of consolidated financial position, results of operations and cash flows for the periods presented.

The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2021.

In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2022, and its results of operations, statement of changes in stockholder’s equity (deficit) and cash flows for the nine months ended September 30, 2022 and 2021. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and related notes as of and for the year ended December 31, 2021 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, as amended July 15, 2022, (the “2021 Form 10-K”).

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, assumptions related to the Company’s goodwill and intangible impairment assessment, the valuation of inventory, contingent consideration, short-term debt, and contingent stock consideration, determination of incremental borrowing rates, accrual of research and development expenses, and the valuations of stock options and stock warrants. The Company based its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

• Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Leases

In accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”), the Company classifies leases at the lease commencement date. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. Leases with a term greater than one year will be recognized on the condensed consolidated balance sheets as right-of-use assets (“ROU”), lease liabilities, and if applicable, long-term lease

liabilities. The Company includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU are recorded based on the present values of lease payments over the terms. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as incurred. Lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. Certain adjustments to ROUs may be required for items such as initial direct costs paid, incentives received, or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU.

The Company has elected the “package of 3” practical expedients permitted under the transition guidance, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company also adopted an accounting policy which provides that leases with an initial term of 12 months or less and no purchase option that the Company is reasonably certain of exercising will not be included within the lease right-of-use assets and lease liabilities on its condensed consolidated balance sheets.

Refer to Note 9 for further information.

Comprehensive Income (Loss)

Comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to accumulated other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of the portion of the total change in fair value of indebtedness accounted for under the fair value option that is attributable to changes in instrument-specific credit risk.

Net Income (Loss) per Share

Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted net income (loss) per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock, convertible debt, stock options, restricted stock units and warrants, which would result in the issuance of incremental shares of common stock. However, potential common shares are excluded if their effect is anti-dilutive. For diluted net income (loss) per share in periods where the Company has a net loss, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For the three months ended September 30, 2022, the Company was in a net income position and calculated the diluted net income per share by dividing the Company’s net income by the dilutive weighted average number of share outstanding during the period, determined using the treasury stock method and the average stock price during the period. A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share calculations are as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022			2021
Numerator:
Net income (loss)	$	4,799	$	49,938	$	(10,242	)	$	(96,078	)
Denominator:
Weighted average shares outstanding, basic		142,676,953		106,369,910		137,787,645			48,071,685
Weighted average dilutive stock options		7,857,031		14,107,842		-			-
Weighted average restricted stock units		12,284		-		-			-
Weighted average dilutive warrants		-		3,105,070		-			-
Weighted average shares outstanding, diluted		150,546,268		123,582,822		137,787,645			48,071,685

Net income (loss), basic	$	0.03	$	0.47	$	(0.07	)	$	(2.00	)
Net income (loss), diluted	$	0.03	$	0.40	$	(0.07	)	$	(2.00	)

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, prior to the use of the two-class method, as they would be anti-dilutive:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Stock options		16,398,802		2,967,611		27,135,949		28,498,069
Restricted stock units		2,474,613		-		2,526,949		-
Convertible debt		2,733,018		-		2,733,018		-
Warrants		33,458,460		8,499,999		33,458,460		42,686,195
		55,064,893		11,467,610		65,854,376		71,184,264

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company manages its operations through an evaluation of three distinct businesses segments: Cell Therapy, Degenerative Disease and BioBanking. These segments are presented for the three and nine months ended September 30, 2022 and 2021 in Note 15.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents or restricted cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company is subject to credit risk from trade accounts receivable related to both degenerative disease product sales and biobanking services. All trade accounts receivables are a result from product sales and services performed in the United States. As of December 31, 2021, one of the Company’s customers comprised approximately 47% of the Company’s total outstanding accounts receivable. As of September 30, 2022, one of the Company’s customers (Customer A) comprised approximately 42% of the total outstanding gross accounts receivable and another customer (Customer B) comprised 27% of the total outstanding gross accounts receivable. The same two customers also provided approximately 36% of the Company’s revenues earned during the nine months ended September 30, 2022. No single customer provided 10% or more of the revenue earned during the nine months ended September 30, 2021.

In November 2017, the FDA provided guidance that established an updated framework for regulation of Human Cell & Tissue Products (“HCT/P”). The Company’s Interfyl products meet the criteria for minimal manipulation and homologous use as outlined within the applicable guidance and has an official designation from the FDA as an HCT/P product. As a result, the Company did not stop selling its Interfyl products when the FDA ended its enforcement discretion on May 31, 2021. However, the Center for Medicare and Medicaid Services (“CMS”) began rejecting claims for Interfyl submitted by Customer A. The Company believes that CMS is not distinguishing the Interfyl products from its competitors’ products. While the Company and Customer A continue to work with CMS to resolve the rejected claims, a reserve of $1,100 was recorded on Customer A’s accounts receivable balance as of September 30, 2022.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Recently Adopted Accounting Pronouncements

On January 1, 2022, the Company adopted ASU 2016-02, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to the prior guidance for operating leases.

The Company adopted ASU 2016-02 utilizing the modified retrospective transition method in the first quarter of fiscal 2022 and did not restate comparative periods. The Company has elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward the historical lease classification. Refer to Note 9 for further information on the impact of the adoption of ASU 2016-02 on the Company’s condensed consolidated financial statements.

The Company recorded ROU assets and lease liabilities of $13,001 and $27,723, respectively, on the condensed consolidated balance sheets. Incremental borrowing rates as of January 1, 2022, the date the new standard was adopted, were used to calculate the present value of the Company’s lease portfolio as of that date. Leases previously identified as build-to-suit leases were derecognized pursuant to the transition guidance provided for build-to-suit leases in Accounting Standards Codification ("ASC") 2016-02. The impact of the derecognition of the build-to-suit lease was a net reduction of $3,993 to accumulated deficit calculated as of January 1, 2022. The standard did not materially impact the consolidated net income (losses) or operating cash flows.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity-classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). The Company adopted ASU 2021-04 effective January 1, 2022 and considered this guidance when evaluating the amendment of the Company’s warrants in March 2022 (See Note 11.)

In August 2020, the FASB issued ASU 2020-06, (Subtopic 470-20): Debt — Debt with Conversion and Other Options (“ASU 2020-06”) to address the complexity associated with applying GAAP to certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, ASU 2020-06 will require entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 (fiscal year 2024 for the Company), including interim periods within those fiscal years with early adoption permitted. The Company adopted ASU 2020-06 effective January 1, 2022 and considered this guidance when evaluating the warrants issued in May 2022 (See Note 11), and when calculating diluted earnings per share above.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (“ASU 2016-13”), which changes the accounting for recognizing impairments of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. ASU 2016-13 also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for annual periods beginning after December 15, 2022 (fiscal year 2023 for the Company), and interim periods within those periods, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its condensed consolidated financial statements.

Business Combinations

On July 16, 2021, the Company consummated the previously announced merger pursuant to the Merger Agreement, by and among GX, First Merger Sub, Second Merger Sub and Legacy Celularity (see Note 1).

Pursuant to the terms of the Merger Agreement, a business combination between GX and Legacy Celularity was effected through the (a) merger of First Merger Sub with and into Legacy Celularity with Legacy Celularity surviving as a wholly-owned subsidiary of GX (Legacy Celularity, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) (the “First Merger”) and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub as the surviving entity of the Second Merger, which ultimately resulted in Legacy Celularity becoming a wholly-owned direct subsidiary of GX (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, the Company changed its name from GX Acquisition Corp. to Celularity Inc.

Immediately prior to the effective time of the Mergers (the “Effective Time”), each share of preferred stock of Legacy Celularity (the “Legacy Celularity Preferred Stock”) that was issued and outstanding was automatically converted into a number of shares of common stock of Legacy Celularity, par value $0.0001 per share (the “Legacy Celularity Common Stock”) at the then-effective conversion rate as calculated pursuant to the Amended and Restated Certificate of Incorporation of Legacy Celularity, dated March 16, 2020, as amended (the “Legacy Celularity Charter”), such that each converted share of Legacy Celularity Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy Celularity Preferred Stock thereafter ceased to have any rights with respect to such securities (the “Legacy Celularity Preferred Stock Conversion”).

At the Effective Time, by virtue of the First Merger and without any action on the part of GX, First Merger Sub, Legacy Celularity or the holders of any of the following securities:

each share of Legacy Celularity Common Stock (including shares of Legacy Celularity Common Stock resulting from the conversion of shares of Celularity Preferred Stock described above) that was issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a number of shares of Company Class A common stock, par value $0.0001 per share (the “Class A Common Stock” or “Common Stock”) equal to the Exchange Ratio (as defined below) (the “Per Share Merger Consideration”);

each share of Legacy Celularity Common Stock or Legacy Celularity Preferred Stock (together, “Legacy Celularity Capital Stock”) held in the treasury of Celularity was cancelled without any conversion thereof and no payment or distribution was made with respect thereto;

each share of First Merger Sub common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation;

each Legacy Celularity Warrant (as to which no notice of exercise had been delivered to Legacy Celularity prior to the Closing) that was outstanding immediately prior to the Effective Time (and which would have otherwise been exercisable in accordance with its terms immediately following the Effective Time), became, to the extent consistent with the terms of such Legacy Celularity Warrant, the right to purchase shares of Class A Common Stock (and not Celularity Capital Stock) (each, a “Converted Warrant”) on the same terms and conditions (including exercisability terms) as were applicable to such Legacy Celularity Warrant immediately prior to the Effective Time, except that (A) each Converted Warrant became exercisable for that number of shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy Celularity Common Stock that would have been issuable upon the exercise of a Legacy Celularity Warrant for cash and assuming the conversion of the Series B Preferred Stock underlying such outstanding Legacy Celularity Warrant into Legacy Celularity Common Stock (the “Celularity Warrant Shares”) subject to the Legacy Celularity Warrant immediately prior to the Effective Time and (2) the Exchange Ratio (as defined below); and (B) the per share exercise price for each share of Class A Common Stock issuable upon exercise of the Converted Warrant is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the per share exercise price for each share of Series B Preferred Stock issuable upon exercise of such Celularity Warrant immediately prior to the Effective Time by (2) the Exchange Ratio (as defined below); and

each option to purchase Legacy Celularity Common Stock, whether or not exercisable and whether or not vested, that was outstanding immediately prior to the Effective Time (each, a “Legacy Celularity Option”) was assumed by GX and converted into an option to purchase shares of Class A Common Stock (each, a “Converted Option”).

The Business Combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, GX was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on existing Legacy Celularity stockholders comprising a relative majority of the voting power of the combined company, Legacy Celularity’s operations prior to the acquisition comprising the only ongoing operations

of Celularity, the majority of Celularity’s board of directors appointment by Legacy Celularity, and Legacy Celularity’s senior management comprising a majority of the senior management of Celularity. Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of Legacy Celularity with the business combination being treated as the equivalent of Legacy Celularity issuing stock for the net assets of GX, accompanied by a recapitalization. The Company recorded the net assets of GX at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the business combination are those of Legacy Celularity. Reported shares and earnings (losses) per share available to holders of the Class A Common Stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the business combination (1.00 share of Legacy Celularity for approximately 0.7686 shares of Class A Common Stock).

Net proceeds from this transaction totaled $108,786. These proceeds were comprised of $5,386 held in GX’s trust account, $83,400 received from the completion of a concurrent private investment in public equity financing (“July 2021 PIPE Financing”) and $20,000 received from an investment by Palantir Technologies, Inc. (“Palantir”). The Company incurred $21,658 in transaction costs relating to the merger with GX of which $10,795 were satisfied by the issuance of Class A Common Stock, which has been offset against additional paid-in capital in the condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit).

Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy Celularity exchanged their interests for shares of Class A Common Stock. In addition, GX had previously issued public warrants and private placement warrants (collectively, the “GX Warrants”) as part of the Units in its IPO in May 2019. None of the terms of the GX Warrants were modified as a result of the Business Combination. On the date of the Business Combination, the Company recorded a liability related to the GX Warrants of $59,202, with an offsetting entry to additional paid-in capital. During the period ended September 30, 2022, the fair value of the GX Warrants decreased to $10,281, resulting in an expense reduction of $6,132 and $15,682 in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. During the period from July 17, 2021 to September 30, 2021, the fair value of the GX Warrants decreased to $37,186, resulting in an expense reduction of $22,016 in the condensed consolidated statement of operations for the three and nine months ended September 30, 2021.

Upon consummation of the Business Combination, Legacy Celularity warrants qualified for equity classification. As a result, the transaction date fair value of the Legacy Celularity warrants of $96,398 was reclassified from warrant liability to additional paid-in capital (see Note 4).

Immediately following the Business Combination, there were 122,487,174 shares of Class A Common Stock with a par value of $0.0001 issued and outstanding, options to purchase an aggregate of 21,723,273 shares of Class A Common Stock and 42,686,195 warrants outstanding to purchase shares of Class A Common Stock.

July 2021 PIPE Financing (Private Placement)

On the Closing Date, certain significant stockholders of Legacy Celularity or their affiliates (including Sorrento Therapeutics, Inc. (“Sorrento”), Starr International Investments Ltd. and Dragasac Limited, an indirect wholly owned subsidiary of Genting Berhad, collectively, the “Subscribers”) purchased from Celularity an aggregate of 8,340,000 shares of Class A Common Stock (the “July 2021 PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $83,400, pursuant to separate subscription agreements dated January 8, 2021 (collectively, the “Subscription Agreements”). Pursuant to the Subscription Agreements, the Company agreed to provide the Subscribers with certain registration rights with respect to the July 2021 PIPE Shares.

Arrangement with Palantir Technologies Inc.

Pursuant to the subscription agreement entered into by GX with Palantir on May 5, 2021, Palantir purchased 2,000,000 shares of Class A Common Stock at a price of $10.00 per share and an aggregate purchase price of $20,000, upon closing of the Business Combination and closing of the July 2021 PIPE financing.

Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:


	Fair Value Measurements as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	40,234	$	—	$	—	$	40,234
Convertible note receivable		—		—		3,920		3,920
	$	40,234	$	—	$	3,920	$	44,154

Liabilities:
Contingent stock consideration	$	—	$	—	$	415	$	415
Acquisition-related contingent consideration obligations		—		—		158,781		158,781
Short-term debt - Yorkville		—		—		39,255		39,255
Warrant liability - May 2022 PIPE Warrants		—		—		3,813		3,813
Warrant liability - Sponsor Warrants		—		—		4,675		4,675
Warrant liability - Public Warrants		5,606		—		—		5,606
	$	5,606	$	—	$	206,939	$	212,545


	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	36,700	$	—	$	—	$	36,700
Convertible note receivable		—		—		2,488		2,488
	$	36,700	$	—	$	2,488	$	39,188

Liabilities:
Acquisition-related contingent consideration obligations	$	—	$	—	$	232,222	$	232,222
Warrant liability - Sponsor Warrants		—		—		13,600		13,600
Warrant liability - Public Warrants		12,362		—		—		12,362
	$	12,362	$	—	$	245,822	$	258,184

During the nine months ended September 30, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3.

The Company’s cash equivalents consisted of money market funds. The money market fund was valued using inputs observable in active markets for similar securities, which represents a Level 1 measurement in the fair value hierarchy.

The carrying values of accounts receivable and accounts payable approximate fair value in the accompanying condensed consolidated financial statements due to the short-term nature of those instruments.

Valuation of Contingent Consideration

The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs and is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs as of September 30, 2022 and December 31, 2021:


	Balance as of December 31, 2021		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of September 30, 2022
Liabilities:
Contingent stock consideration	$	—	$	—	$	—	$	415		$	415
Acquisition-related contingent consideration obligations		232,222		—		—		(73,441	)		158,781
	$	232,222	$	—	$	—	$	(73,026	)	$	159,196

	Balance as of December 31, 2020		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of December 31, 2021
Liabilities:
Acquisition-related contingent consideration obligations	$	273,367	$	—	$	—	$	(41,145	)	$	232,222

The fair value of the liability to make potential future milestone and earn-out payments was estimated by the Company at each reporting date based, in part, on the results of a third-party valuation using a discounted cash flow analysis based on various assumptions, including the probability of achieving specified events, discount rates, and the period of time until earn-out payments are payable and the conditions triggering the milestone payments are met. The actual settlement of contingent consideration could differ from current estimates based on the actual occurrence of these specified events.

At each reporting date, the Company revalues the contingent consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s condensed consolidated statements of operations. Changes in the fair value of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the various contingent consideration obligations. The Company has classified all of the contingent consideration as a long-term liability in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. See Note 10, “Commitment and Contingencies”, for more information on contingent consideration.

Valuation of Warrant Liability

The warrant liability at September 30, 2022 is composed of the fair value of warrants to purchase shares of Class A Common Stock. The private placement warrants assumed upon the Business Combination (the “Sponsor Warrants”) and the May 2022 PIPE Warrants (see Note 11) were recorded at their respective Closing Date fair values based on a Black-Scholes option pricing model that utilizes inputs for: (i) value of the underlying asset, (ii) the exercise price, (iii) the risk-free rate, (iv) the volatility of the underlying asset, (v) the dividend yield of the underlying asset and (vi) maturity. The Black-Scholes option pricing model’s primary unobservable input utilized in determining the fair value of the Sponsor Warrants and May 2022 Pipe Warrants is the expected volatility of the Class A Common Stock. Prior to the Mergers, Legacy Celularity was historically a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies. Inputs to the Black-Sholes option pricing model for the warrants are updated each reporting period to reflect fair value. The public warrants assumed upon the Business Combination (the “Public Warrants”) were recorded at the closing date fair value based on the close price of such warrants. Each subsequent reporting period, the Public Warrants are marked-to-market based on the period-end close price.

As of September 30, 2022 and December 31, 2021, the fair value of the warrant liabilities was $14,094 and $25,962, respectively. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the estimated remaining term of the warrants.

The following table provides a roll-forward of the aggregate fair values of the Company’s warrant liabilities for which fair values are determined using either Level 1 or Level 3 inputs:


Balance as of December 31, 2020	$	76,640
Gain recognized in earnings from change in fair value		(13,482	)
Warrant liability assumed at Closing Date (Sponsor Warrants)		34,764
Warrant liability assumed at Closing Date (Public Warrants)		24,438
Reclassification of Legacy Celularity Warrants to equity		(96,398	)
Balance as of December 31, 2021	$	25,962

Balance as of December 31, 2021	$	25,962
May 2022 PIPE warrant issuance		19,745
Gain recognized in earnings from change in fair value		(31,613	)
Balance as of September 30, 2022	$	14,094

The fair value of the Public Warrants was $5,606 and $12,362 as of September 30, 2022 and December 31, 2021, respectively, based on the publicly stated closing price. The fair value of the Sponsor Warrants was $4,675 and $13,600 as of September 30, 2022 and December 31, 2021, respectively. The fair value of the May 2022 PIPE Warrants was $3,813 as of September 30, 2022.

Significant inputs for the Sponsor Warrants are as follows:


	September 30, 2022			December 31, 2021
Common share price	$	2.31		$	5.12
Exercise price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Term (years)		3.8			4.5
Risk-free interest rate		4.17	%		1.19	%
Volatility		78.0	%		63.0	%

Significant inputs for the May 2022 PIPE Warrants are as follows:


	September 30, 2022
Common share price	$	2.31
Exercise price	$	8.25
Dividend yield		0	%
Term (years)		4.6
Risk-free interest rate		4.06	%
Volatility		82.0	%

Valuation of the Convertible Note Receivable

The convertible note receivable was received in connection with the disposition of the UltraMIST/MIST business in 2020. At any time on or after January 1, 2021, at the sole discretion of the Company, amounts outstanding under the convertible note receivable (including accrued interest) may be converted into Sanuwave common stock at a defined rate. The convertible promissory note was to be paid on or before August 6, 2021, however, remains outstanding in full at September 30, 2022. As of September 30, 2022 and December 31, 2021, the Company utilized Level 3 inputs on a probability weighted model based on outcomes of a default, repayment and conversion of the note. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

Significant inputs for the convertible note valuation model are as follows:


	September 30, 2022		December 31, 2021
Face value	$	4,000	$	4,000
Coupon rate	12% - 17%		12% - 17%
Stock price	$	0.06	$	0.17
Term (years)	.76 - 3.45		.7 - 3.19
Risk-free interest rate	3.99% - 4.16%			0.29	%
Volatility	n/a		n/a

Valuation of the Contingent Stock Consideration

The contingent stock consideration liability at September 30, 2022, is comprised of the fair value of potential future issuance of Class A Common Stock to CariCord participating shareholders pursuant to a settlement agreement signed during the year ended December 31, 2021 (see Note 10). The fair value measurement of the contingent stock consideration obligation is determined using Level 3 inputs and is based on a probability-weighted expected return methodology (“PWERM”). The measurement is largely based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions. As of December 31, 2021, the applicable procurement targets were not probable of being achieved.

The following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level 3 inputs as of September 30, 2022 and December 31, 2021:


	Balance as of December 31, 2021		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments		Balance as of September 30, 2022
Liabilities:
Contingent stock consideration	$	-	$	—	$	—	$	415	$	415

The fair value of the liability to issue future shares of Class A Common Stock was estimated by the Company at each reporting date based on the results of a third-party valuation using a PWERM based on various inputs and assumptions, including the Company’s common share price, discount rates, and the probability of achieving specified future operational targets. The actual settlement of contingent stock consideration could differ from current estimates based on the actual achievement of these specified targets and movements in the Company’s common share price.

At each reporting date, the Company revalues the contingent stock consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s condensed consolidated statements of operations. Changes in the fair value of the contingent stock consideration obligation may result from changes in discount rates, changes in the Company’s common share price, and changes in probability assumptions with respect to the likelihood of achieving specified operational targets. The Company has classified all of the contingent stock consideration as a long-term liability in the condensed consolidated balance sheets as of September 30, 2022. See Note 10, “Commitments and Contingencies”, for more information on contingent stock consideration.

Valuation of Short-Term Debt - Yorkville

The Company elected the fair value option to account for the financial instrument with Yorkville signed on September 15, 2022 (see Note 8). The estimate of the fair value was determined using a binomial lattice model. The fair value measurement of the debt is determined using Level 3 inputs and assumptions unobservable in the market. Changes in the fair value of debt that is accounted for at fair value, inclusive of related accrued interest expense, are presented as gains or losses in the accompanying condensed consolidated statements of operations and comprehensive income (loss) under change in fair value of debt. The portion of total changes in fair value of debt attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income (loss) in the accompanying condensed consolidated statements of operations and comprehensive income (loss). The actual settlement of the short-term debt could differ from current estimates based on the timing of when and if Yorkville elects to convert amounts into common shares, potential cash repayment by the Company prior to maturity, and movements in the Company’s common share price.

The following table presents a reconciliation of the Yorkville debt measured on a recurring basis using Level 3 inputs as of the initial valuation date of September 15, 2022 and as of September 30, 2022:


Liabilities:
Balance as of September 15, 2022	$	39,200
Fair value adjustment through earnings		291
Fair value adjustment through accumulated other comprehensive income or loss		(236	)
Balance as of September 30, 2022	$	39,255

Significant inputs for the Yorkville short-term debt valuation model are as follows:


	September 30, 2022
Common share price	$	2.31
Credit spread		14.82	%
Dividend yield		0	%
Term (years)		1.0
Risk-free interest rate		4.04	%
Volatility		45.0	%
Discount yield		18.86	%

Inventory

The Company’s major classes of inventories were as follows:


	September 30, 2022			December 31, 2021
Raw materials	$	9,565		$	2,359
Work in progress		9,942			5,902
Finished goods		9,797			4,057
Inventory, gross		29,304			12,318
Less: inventory reserves		(204	)		(48	)
Inventory, net		29,100			12,270
Balance Sheet Classification:
Inventory		5,239			9,549
Inventory, net of current portion		23,861			2,721
	$	29,100		$	12,270

Inventory, net of current portion includes inventory expected to remain on hand beyond one year in both periods.

Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30, 2022			December 31, 2021
Building (1)	$	-		$	12,513
Leasehold improvement (2)		70,114			71,468
Laboratory and production equipment		13,425			11,395
Machinery, equipment and fixtures		7,780			7,974
Construction in progress		4,163			2,054
Property and equipment		95,482			105,404
Less: Accumulated depreciation and amortization (3)		(18,450	)		(14,779	)
Property and equipment, net	$	77,032		$	90,625

(1) Includes $12,513 at December 31, 2021 under financing lease resulting from a failed sale leaseback (see Note 9).

(2) Includes $70,959 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 9).

(3) Includes $5,971 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 9).

For the three months ended September 30, 2022 and 2021, depreciation and amortization expense was $1,841 and $1,792, respectively. For the nine months ended September 30, 2022 and 2021, depreciation and amortization expense was $5,357 and $4,571, respectively.

Goodwill and Intangible Assets, Net

The carrying values of goodwill assigned to the Company’s operating segments are as follows:


	September 30, 2022		December 31, 2021
Cell Therapy	$	112,347	$	112,347
Degenerative Disease		3,610		3,610
Biobanking		7,347		7,347
	$	123,304	$	123,304

Intangible Assets, Net

Intangible assets, net consisted of the following:


	September 30, 2022			December 31, 2021			Estimated Useful Lives
Amortizable intangible assets:
Developed technology	$	16,810		$	16,810		11-16 years
Customer relationships		2,413			2,413		10 years
Trade names & trademarks		570			570		10-13 years
Reacquired rights		4,200			4,200		6 years
		23,993			23,993
Less: Accumulated amortization
Developed technology		(6,253	)		(5,376	)
Customer relationships		(1,369	)		(1,170	)
Trade names & trademarks		(261	)		(220	)
Reacquired rights		(3,063	)		(2,540	)
		(10,946	)		(9,306	)
Amortizable intangible assets, net		13,047			14,687

Non-amortized intangible assets
Acquired IPR&D product rights		108,500			108,500		indefinite
	$	121,547		$	123,187

For the three months ended September 30, 2022 and 2021, amortization expense for intangible assets was $553 and $553, respectively. For the nine months ended September 30, 2022 and 2021, amortization expense for intangible assets was $1,640 and $1,640, respectively.

No impairment charges were recorded for the three and nine months ended September 30, 2022 and 2021.

Debt

Yorkville

On September 15, 2022, the Company entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd. ("Yorkville"), pursuant to which the Company may request advances of up to $40,000 in cash from Yorkville (or such greater amount that the parties may mutually agree) (each, a “Pre-Paid Advance”) over an 18-month period, with an aggregate limitation of $150,000. Pre-Paid Advances are issued at a 2% discount, bear interest at an annual rate equal to 6% (increased to 15% in the event of default as described in the PPA) and may be offset by the issuance of shares of common stock, at Yorkville’s option, at a price per share calculated pursuant to the PPA, which in no event will be less than $0.75 per share. The issuance of the shares under the PPA is subject to certain limitations, including that the aggregate number of shares of common stock issued pursuant to the PPA cannot exceed 19.9% of the Company’s outstanding stock as of September 15, 2022, as well as a beneficial ownership limitation of 4.99%. Further, Yorkville agreed not to purchase any shares of common stock for 60 days following entry into the PPA, nor may Yorkville purchase more than $6,000 of shares of common stock during a 30-day period, in each case at a price per share less than the Fixed Price, as defined in the PPA.

In connection with the entry into the PPA, the Company received the initial Pre-Paid Advance of $40,000 gross or $39,200 net of discount. Each Pre-Paid Advance has a maturity of 12 months. Further Pre-Paid Advances will be based upon the mutual agreement of the parties. At issuance, the Company concluded that certain features of the PPA would be considered a derivative that would require bifurcation. In lieu of bifurcation, the Company elected the fair value option for this financial instrument and will record changes in fair

value within the statements of operations and comprehensive income (loss) at the end of each reporting period. Under the fair value option, upon derecognition the Company will include in net income the cumulative amount of the gain or loss on the debt that resulted from changes in instrument-specific credit risk. Direct costs and fees related to the PPA were recognized in earnings. As of September 30, 2022, the fair value of the debt was $39,255. Refer to Note 4 for additional details regarding the fair value measurement.

Leases

Lease Agreements

As discussed in Note 2, on January 1, 2022, the Company adopted ASU 2016-06 issued by the FASB related to leases that outlines a comprehensive lease accounting model and supersedes the prior lease guidance. The Company adopted this guidance using the modified retrospective approach and elected the optional transition method. As a result, comparative prior periods in the Company’s condensed consolidated financial statements are not adjusted for the impacts of the new standard.

Adoption of ASU 2016-02 resulted in the recording of additional net lease assets and lease liabilities of approximately $13,001 and $27,723, respectively, as of January 1, 2022. Incremental borrowing rates as of January 1, 2022, the date the new standard was adopted, were used to calculate the present value of the Company’s lease portfolio as of that date. Leases previously identified as build-to-suit leases were derecognized pursuant to the transition guidance provided for build-to-suit leases in ASU 2016-02. The impact of the derecognition of the build-to-suit lease was a net reduction of $3,993 to accumulated deficit calculated as of January 1, 2022. The standard did not materially impact the consolidated net income (losses) or operating cash flows.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date to determine the appropriate discount rate by multiple asset classes. Variable lease payments that are not based on an index or that result from changes to an index subsequent to the initial measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or liabilities and instead are recognized in earnings in the period in which the obligation for those payments is incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight‐line basis over the expected lease term. Rent expense was $2,880 and $760 for the nine months ended September 30, 2022 and 2021, respectively. Rent expense was $957 and $0 for the three months ended September 30, 2022 and 2021, respectively.

On March 13, 2019, Legacy Celularity entered into a lease agreement for a 147,215 square foot facility consisting of office, manufacturing and laboratory space in Florham Park, New Jersey, which expires in 2036. The Company has the option to renew the term of the lease for two additional five-year terms so long as the lease is then in full force and effect. The lease term commenced on March 1, 2020 subject to an abatement of the fixed rent for the first 13 months following the lease commencement date. The initial monthly base rent is approximately $230 and will increase annually. The Company is obligated to pay real estate taxes and costs related to the premises, including costs of operations, maintenance, repair, replacement and management of the new leased premises. In connection with entering into this lease agreement, Legacy Celularity issued a letter of credit of $14,722 which is classified as restricted cash (non-current) on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. The lease agreement allows for a landlord provided tenant improvement allowance of $14,722 to be applied to the costs of the construction of the leasehold improvements.

The Company is not the legal owner of the leased space. However, in accordance with ASC 840, Leases, the Company was deemed to be the owner of the leased space, including the building shell, during the construction period because of the Company’s expected level of direct financial and operational involvement in the substantial tenant improvement. As discussed in Note 2, leases previously identified as build-to-suit leases were derecognized pursuant to the transition guidance provided for build-to-suit leases in ASU 2016-02.

The impact of the adoption of ASC 842 is as follows:


	Balance as of December 31, 2021			Adjustments due to adoption of ASC 842			Balance as of January 1, 2022
Assets
Property and equipment, net	$	90,625		$	(12,421	)	$	78,204
Operating lease right-of-use-assets		-			13,001			13,001
Liabilities
Current lease liabilities - operating		-			-			-
Current portion of financing obligation		3,051			(3,051	)		-
Noncurrent lease liabilities - operating		-			27,723			27,723
Financing obligations		28,085			(28,085	)		-
Stockholders' equity
Accumulated deficit		(663,681	)		3,993			(659,688	)

The components of the Company’s lease costs are classified on its condensed consolidated statements of operations as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022		2022

Operating lease cost	$	759	$	2,278
Variable lease cost		448		1,140
Total operating lease cost	$	1,207	$	3,418
Short term lease cost	$	46	$	126

The table below shows the cash and non-cash activity related to the Company’s lease liabilities during the period:


	Nine Months Ended September 30,
	2022

Cash paid related to lease liabilities:
Operating cash flows from operating leases	$	2,125

Non-cash lease liability activity:
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	-

As of September 30, 2022, the maturities of the Company’s operating lease liabilities were as follows:


2022 (remaining three months)	$	708
2023		2,895
2024		2,969
2025		3,042
2026		3,116
2027		3,190
Thereafter		70,342
Total lease payments		86,262
Less imputed interest		(58,345	)
Total	$	27,917

As of September 30, 2022, the weighted average remaining lease term of the Company’s operating lease was 23.4 years, and the weighted average discount rate used to determine the lease liability for the operating lease was 11.12%.

10.

Commitments and Contingencies

Contingent Consideration Related to Business Combinations

In connection with Legacy Celularity’s acquisition of HLI Cellular Therapeutics, LLC and Anthrogenesis, the Company has agreed to pay future consideration to the sellers upon the achievement of certain regulatory and commercial milestones. As a result, the Company recorded $158,781 and $232,222 as contingent consideration as of September 30, 2022 and December 31, 2021, respectively. See Note 4 for further discussion.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of September 30, 2022 or December 31, 2021.

Agreement with Palantir Technologies Inc.

On May 5, 2021, Legacy Celularity executed a Master Subscription Agreement with Palantir under which it will pay $40,000 over five years for access to Palantir’s Foundry platform along with certain professional services. The Company utilizes Palantir’s Foundry platform to secure deeper insights into data obtained from the Company’s discovery and process development, as well as manufacturing and biorepository operations. For the nine months ended September 30, 2022 and 2021, the Company has recorded costs of $6,000 and $2,500, respectively, on a straight-line basis related to this agreement, which was included as a component of research and development expense in the condensed consolidated statements of operations.

Sirion License Agreement

In December 2021, the Company entered into a license agreement (“Sirion License”) with Sirion Biotech GmbH (“Sirion”). Under the Sirion License, Sirion granted the Company a license related to patent rights and know-how associated with poloxamers (“Licensed Product”). As part of the Sirion License, the Company paid Sirion $136 as an upfront fee, a $113 annual maintenance fee and may owe up to $5,099 related to clinical and regulatory milestones for each Licensed Product during the term. The Company also agreed to pay Sirion low-single digit royalties on net sales on a Licensed Product-by-Licensed Product and country-by-country basis and until the later of: (i) expiration of the last to expire valid claim of the patents covering such Licensed Product, and (ii) 10 years after first Commercial Sale of a Licensed Product. In addition, the Sirion License is subject to termination rights including for termination for material breach and by the Company for convenience upon 30 days written notice. During the nine months ended September 30, 2022, no milestones have been achieved.

Legal Proceedings

At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

On March 24, 2021, CTH Biosourcing LLC (“CTH”) filed a petition and request for disclosure in the District Court of Travis County, Texas seeking declaratory relief challenging Legacy Celularity’s for-cause termination of a Tissue Procurement Agreement (“TPA”). During the fourth quarter of 2021, the Company entered into a tri-party settlement (the “Settlement Agreement”) with CTH and the CariCord participating shareholders, as interested parties, in which the Company agreed to amend the TPA in exchange for a full release of all claims underlying the aforementioned litigation. In addition, the Company issued 743,771 shares of Class A Common Stock to the CariCord participating shareholders, with an estimated fair value of $5,333 in exchange for a full release.

Pursuant to the Settlement Agreement, the CariCord participating shareholders are entitled to receive up to an additional 371,885 shares of Class A Common Stock if certain procurement targets are met by CTH under the TPA during a specified period of two years from the effective date of the Settlement Agreement. As of December 31, 2021, these procurement targets were not probable of being

achieved. As of September 30, 2022, the Company considered it probable that certain procurement targets would be met under the Settlement Agreement, resulting in a liability with an estimated fair value of $415 (see Note 4). Due to changes in the Company’s common share price and the contingent nature of these procurement targets, the Company cannot predict the amount of such potential issuances.

11.

Equity

Common Stock

As of September 30, 2022, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 730,000,000 shares of $0.0001 par value Class A Common Stock.

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders.

Dividends

Holders of Class A Common Stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically.

Liquidation, Dissolution and Winding Up

In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.

Preemptive or Other Rights

The Company’s stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to common stock.

Election of Directors

The Company’s board of directors is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term, except with respect to the election of directors at the special meeting held in connection with the merger with GX, Class I directors are elected to an initial one-year term (and three-year terms subsequently), the Class II directors are elected to an initial two-year term (and three-year terms subsequently) and the Class III directors are elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

Preferred Stock

The Company’s certificate of incorporation authorized 10,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The Company’s board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of common stock and could have anti-takeover effects. The ability of the Company’s board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of Celularity or the removal of existing management. As of September 30, 2022 and December 31, 2021, the Company does not have any outstanding preferred stock.

May 2022 PIPE

On May 18, 2022, the Company entered into a securities purchase agreement with an institutional accredited investor providing for the private placement of (i) 4,054,055 shares of Class A Common Stock and (ii) accompanying warrants to purchase up to 4,054,055 shares of Class A Common Stock (the “May 2022 PIPE Warrants”), for $7.40 per share and accompanying warrant, or an aggregate purchase price of approximately $30,000 gross, or $27,396 net of related costs of $2,604 which were recorded as a reduction to additional

paid-in-capital. The net proceeds were allocated to the warrant liability as noted below with the remainder of $7,651 recorded in additional paid-in capital. Each warrant has an exercise price of $8.25 per share, is immediately exercisable, will expire on May 20, 2027 (five years from the date of issuance) (the “May 2022 PIPE Financing”). The closing of the May 2022 PIPE Financing occurred on May 20, 2022. In the event of certain fundamental transactions involving the Company, the holders of May 2022 PIPE Warrants may require the Company to make a payment based on a Black-Scholes valuation, using specified inputs that are not considered indexed to the Company’s stock in accordance with ASC 815. Therefore, the Company accounted for the Warrants as liabilities and were recorded at the Closing Date fair value $19,745 which was based on a Black-Scholes option pricing model. The remainder of the proceeds were allocated to the Class A common stock issued and recorded as a component of equity.

ATM Agreement

On September 8, 2022, the Company entered into an At-the-Market Sales Agreement (the “ATM Agreement”) with BTIG, LLC, Oppenheimer & Co. Inc. and B. Riley Securities, Inc., acting as sales agents and/or principals, pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, having an aggregate offering price of up to $150,000, subject to certain limitations as set forth in the ATM Agreement. The Company is not obligated to make any sales of shares under the ATM Agreement.

Any shares offered and sold in the at-the-market offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 and the related prospectus supplement. Under the ATM Agreement, the sales agents may sell shares of common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Company will pay the sales agents a commission rate of up to 3% of the gross sales proceeds of any shares sold and has agreed to provide the sales agents with customary indemnification, contribution and reimbursement rights. The ATM Agreement contains customary representations and warranties and conditions to the placements of the shares pursuant thereto.

During the three and nine months ended September 30, 2022, the Company received gross and net proceeds of $4,570 and $4,131, respectively, from the sale of 1,817,830 shares of its common stock at an average price of $2.51 per share under the ATM Agreement, which was recorded in additional paid-in capital.

Warrants

On March 1, 2022, Celularity and certain of the related party investors amended and restated the investors’ respective Legacy Celularity Warrants (the “A&R Warrants”) to (i) reduce the exercise price per share from $7.53 per share to $3.50 per share, subject to adjustment as set forth in the A&R Warrants, (ii) remove the transfer restrictions set forth in the A&R Warrants, and (iii) make other changes reflecting the impact of the business combination. In conjunction with the amendment, those investors exercised 13,281,386 of the A&R Warrants in exchange for 13,281,386 shares of Class A Common Stock for gross proceeds of $46,485. The Company accounted for the amendment as a cost to issue equity with the incremental fair value of $15,985 related to the amendment recognized as an offset to the proceeds received. However, because these were equity classified warrants, the net impact to the condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) was zero.

As of September 30, 2022, the Company had 33,458,460 outstanding warrants to purchase Class A Common Stock. A summary of the warrants is as follows:


	Number of shares		Exercise price			Expiration date
Dragasac Warrant		6,529,818	$	6.77	*	March 16, 2025
Public Warrants		14,374,588	$	11.50		July 16, 2026
Sponsor Warrants		8,499,999	$	11.50		July 16, 2026
May 2022 PIPE Warrants		4,054,055	$	8.25		May 20, 2027
		33,458,460

* The exercise price is the lessor of $6.77 per share or 80% of either (i) the value attributed to one share of Legacy Celularity Series B Preferred Stock upon consummation of a change in control or the closing of a strategic transaction or (ii) the price at which one share of common stock is sold to the public market in an initial public offering.

The Company may call the Public Warrants for redemption (excluding the Sponsor Warrants), in whole and not in part, at a price of $0.01 per warrant:

•

at any time while the Public Warrants are exercisable,

•

upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

•

if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing.

The Sponsor Warrants are identical to the Public Warrants underlying the units sold in GX’s initial public offering, except that the Sponsor Warrants and the common shares issuable upon the exercise of the Sponsor Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Sponsor Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Public Warrants and Sponsor Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Public Warrants and Sponsor Warrants are liability classified and the changes in their fair value are recognized on the condensed consolidated statements of operations. See Note 4 for further details.

12.

Stock-Based Compensation

2021 Equity Incentive Plan

In July 2021, the Company’s board of directors adopted, and the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options (“ISOs”) to employees and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants.

The number of shares of Class A Common Stock initially reserved for issuance under the 2021 Plan is 20,915,283. As of September 30, 2022, 14,847,802 shares remain available for future grant under the 2021 Plan. The number of shares reserved for issuance will automatically increase on January 1 of each year, for a period of 10 years, from January 1, 2022 through January 1, 2031, by 4% of the total number of shares of Celularity capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2021 Plan. Additionally, shares issued pursuant to stock awards under the 2021 Plan that are repurchased or forfeited, as well as shares that are reacquired as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under the 2021 Plan.

The 2021 Plan is administered by the Company’s board of directors. The Company’s board of directors, or a duly authorized committee thereof, may delegate to one or more officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares to be subject to such stock awards. Subject to the terms of the 2021 Plan, the plan administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the 2021 Plan. The plan administrator has the power to modify outstanding awards under the 2021 Plan. Subject to the terms of the 2021 Plan and in connection with a corporate transaction or capitalization adjustment, the plan administrator may not reprice or cancel and regrant any award at a lower exercise price, strike price or purchase price or cancel any award with an exercise price, strike price or purchase price in exchange for cash, property or other awards without first obtaining the approval of the Company’s stockholders.

2017 Equity Incentive Plan

The 2017 Equity Incentive Plan (the “2017 Plan”) adopted by Legacy Celularity’s board of directors and approved by Legacy Celularity’s stockholders provided for Legacy Celularity to grant stock options to employees, directors and consultants of Legacy Celularity. In connection with the closing of the Business Combination and effectiveness of the 2021 Plan, no further grants will be made under the 2017 Plan.

The total number of stock options that could have been issued under the 2017 Plan was 32,342,049. Shares that expired, forfeited, canceled or otherwise terminated without having been fully exercised were available for future grant under the 2017 Plan.

The 2017 Plan is administered by the Company’s board of directors or, at the discretion of the Company’s board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of Legacy Celularity’s board of directors, or its committee if so delegated, except that the exercise price per share of stock options could not be less than 100% of the fair market value of the share of common stock on the date of grant and the term of stock option could not be greater than ten years. Stock options granted to employees, officers, members of the board of directors and consultants typically vested over a three or four year period.

Stock Option Valuation

Awards with Service Conditions

The fair value of each option is estimated on the date of grant using a Black-Scholes option pricing model that takes into account inputs such as the exercise price, the estimated fair value of the underlying common stock at grant date, expected term, expected stock price volatility, risk-free interest rate, and dividend yield. The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Certain of these inputs are subjective and generally required judgment to determine.

•

The expected term of employee stock options with service-based vesting is determined using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term.

•

The expected stock price volatility is based on historical volatilities of comparable public entities within the Company’s industry.

•

The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the respective expected term or contractual term.

•

The expected dividend yield is 0% because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock.

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the nine months ended September 30, 2022:


Risk-free interest rate	2.6	%
Expected term (in years)	5.9
Expected volatility	77.1	%
Expected dividend yield	0	%

The weighted average grant-date fair value per share of stock options granted during the nine months ended September 30, 2022 and year ended December 31, 2021 was $5.60 and $4.13, respectively.

The following table summarizes option activity with service conditions under the 2021 Plan and the 2017 Plan:


	Options			Weighted average exercise price		Weighted average contract term (years)		Aggregate intrinsic value
Balance at January 1, 2022		24,064,586		$	4.23		7.4	$	56,525
Granted		3,237,347		$	8.22
Exercised		(941,877	)	$	0.80
Forfeited		(274,107	)	$	6.17
Outstanding at September 30, 2022		26,085,949		$	4.83	6.47		$	17,340
Vested and expected to vest September 30, 2022		26,085,949		$	4.83	6.47		$	17,340
Exercisable at September 30, 2022		20,589,485		$	3.95		5.77	$	17,340

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of Class A Common Stock for those options that had exercise prices lower than the fair value of Class A Common Stock.

During the nine months ended September 30, 2022, the aggregate intrinsic value was $587 for the stock options exercised.

The Company recorded stock-based compensation expense of $3,280 and $7,602 for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, unrecognized compensation cost for options issued with service conditions was $28,596, and will be recognized over an estimated weighted-average amortization period of 2.75 years.

Awards with Market Conditions

The Company awarded options to acquire a total of 2,469,282 shares with an exercise price of $6.32 to the Company’s President in connection with the commencement of his employment. The grant was comprised of four equal tranches, which award will vest in up to five equal installments in respect of achieving certain share price targets between the third and fourth anniversary of the effective date, subject to his continued employment with the Company. The fair value of the President’s award was determined based upon a Monte Carlo simulation valuation model. The Company’s President resigned effective August 31, 2022, and the President’s award was terminated at such time and a consulting agreement was signed thereafter, refer to Note 16 for further details. The Company previously recognized $869 in stock-based compensation expense through the six months ended June 30, 2022 prior to resignation, which was reversed during the three months ended September 30, 2022.

Awards with Performance Conditions

In connection with the advisory agreement signed with Robin L. Smith, MD (see Note 16), the Company awarded options to acquire a total of 1,050,000 shares with an exercise price of $2.99 to Dr. Smith, a member of the Company’s board. The initial tranche of 250,000 stock options vested upon execution of the advisory agreement on August 16, 2022. The remaining 800,000 stock options are subject to vesting upon achievement of certain predefined milestones in relation to the expansion of the degenerative disease business. The fair value of the award was determined based on a Black-Scholes option-pricing model. The Company's grant date fair value assumptions were 79.9% expected volatility, 2.95% risk-free interest rate, 5 year expected term, and 0% expected dividend yield. The Company recorded stock-based compensation on the initial tranche of $489 for the three and nine months ended September 30, 2022. As of September 30, 2022, the remaining unrecognized compensation cost was $1,567, and will be recognized upon probable achievement of the milestones. On November 1, 2022, the second tranche of stock options vested upon achievement of the milestone.

Restricted Stock Units

The Company issues restricted stock units (“RSUs”) to employees that generally vest over a two-year period with 50% of awards vesting after 1 year and then the remaining 50% vesting after 2 years. Any unvested shares will be forfeited upon termination of services. The fair value of an RSU is equal to the fair market value price of the Company’s common stock on the date of grant. RSU expense is amortized straight-line over the vesting period.

The following table summarizes activity related to RSU stock-based payment awards:


	Number of shares			Weighted average grant date fair value
Outstanding at December 31, 2021		474,700		$	7.20
Granted		2,115,493		$	8.11
Forfeited		(63,244	)	$	8.08
Outstanding at September 30, 2022		2,526,949		$	7.94

The Company recorded stock-based compensation expense of $1,619 and $3,379 for the three and nine months ended September 30, 2022, respectively, related to RSUs. As of September 30, 2022, the total unrecognized expense related to all RSUs was $16,479, which the Company expects to recognize over a weighted-average period of 2.75 years.

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue	$	126	$	12	$	294	$	44
Research and development		661		2,682		1,650		10,345
Selling, general and administrative		3,732		6,186		9,526		27,688
	$	4,519	$	8,880	$	11,470	$	38,077

13.

Revenue Recognition

The following table provides information about disaggregated revenue by product and services:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Product sales and rentals, net	$	1,041	$	849	$	2,920	$	2,734
Processing and storage fees, net		1,405		1,343		4,061		4,204
License, royalty and other		1,689		8,430		6,865		9,541
Net revenue	$	4,135	$	10,622	$	13,846	$	16,479

The following table provides changes in deferred revenue from contract liabilities:


	2022			2021
Balance at January 1	$	4,067		$	12,449
Deferral of revenue*		3,699			3,528
Recognition of unearned revenue**		(3,405	)		(12,161	)
Balance at September 30	$	4,361		$	3,816

* Deferral of revenue resulted from payments received in advance of performance under the biobanking services storage contracts that are recognized as revenue under the contract as performance is completed.

** During the third quarter of 2021, the Company terminated the license agreement with Sanuwave due to an uncured material breach. As a result, the Company recognized the remaining deferred revenue of $6,754 that was to be recognized on a straight-line basis over the non-cancelable term of the license agreement.

Services

The Company recognizes revenue separately for biobanking collection and processing services and storage services.

Revenue from process fees is recognized at the point in time of the successful completion of processing. Revenue from storage services is recognized ratably over the contractual storage period. The portion of the 18- and 25-year contract storage periods that are being recognized over the contractual storage period are included in deferred revenue in the condensed consolidated balance sheets and is classified as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date.

The Company uses list prices to recognize revenue. Promotional discounts and other various incentives are estimated using the expected value method and are recognized in the same period the underlying revenue transaction is recognized.

Product sales and rentals and license, royalty and other revenues

The Company’s direct sales of degenerative disease products are included in product sales and rentals while sales through the Company’s network of distribution partners are included in license, royalty and other revenues.

The Company recognizes revenue for the sale of its Biovance ®, Interfyl ®, Biovance 3L ® and Centaflex ® products when the customer obtains control of the Company’s product based on the contractual shipping terms of a contract. Variable consideration (such as rebates, discounts and other deductions) is estimated using the expected value method and are recognized as revenue when the

Company transfer control to the customers. In addition, the Company offers volume-based discounts, rebates and prompt pay discounts and other various incentives which are estimated under the expected value method and recognized as a reduction in revenue in the same period the underlying revenue transaction is recognized.

Under the license agreement with Sanuwave which acquired certain assets comprising its MIST ® /UltraMIST ® business, the Company received a quarterly license fee and a defined royalty on each product sold. The nine months ended September 30, 2021, included the recognition of the quarterly license fee in license, royalty and other revenues. During the third quarter of 2021, the license agreement with Sanuwave was terminated due to an uncured material breach.

14.

License and Distribution Agreements

Sorrento Therapeutics, Inc. License and Transfer Agreement

The Company and Sorrento are party to a License and Transfer Agreement for the exclusive worldwide license to CD19 CAR-T constructs for use in placenta-derived cells and/or cord blood-derived cells for the treatment of any disease or disorder (the “2020 Sorrento License Agreement”). The Company retains the right to sublicense the rights granted under the agreement with Sorrento’s prior written consent. As consideration for the license, the Company is obligated to pay Sorrento a royalty equal to low single-digit percentage of net sales (as defined within the agreement) and a royalty equal to low double-digit percentage of all sublicensing revenues (as defined within the agreement). The 2020 Sorrento License Agreement will remain in effect until terminated by either the Company or Sorrento for uncured material breach upon 90 days written notice or, after the first anniversary of the effective date of the 2020 Sorrento License Agreement, by the Company for convenience upon six months’ written notice to Sorrento.

The Company and Sorrento are actively negotiating a new supply agreement related to the 2020 Sorrento License Agreement. The 2020 Sorrento Term Sheet details certain aspects of this supply agreement, including pricing terms on material and/or licensed product supplied under the 2020 Sorrento License Agreement. The Company did not incur incentive payments related to the 2020 Sorrento Term Sheet.

Genting Innovation PTE LTD Distribution Agreement

On May 4, 2018, concurrently with Dragasac’s equity investment in Legacy Celularity, Legacy Celularity entered into a distribution agreement with Genting Innovation PTE LTD (“Genting”) pursuant to which Genting was granted supply and distribution rights to certain Company products in select Asia markets (the “Genting Agreement”). The Genting Agreement grants Genting limited distribution rights to the Company’s then-current portfolio of degenerative disease products and provides for the automatic rights to future products developed by or on behalf of the Company.

The term of the Genting Agreement was renewed on January 31, 2022, and automatically renews for successive 12-month terms unless Genting provides written notice of its intention not to renew at least three months prior to a renewal term or the Genting Agreement is otherwise terminated by either party for cause.

Genting and Dragasac are both direct subsidiaries of Genting Berhad, a public limited liability company incorporated and domiciled in Malaysia.

Celgene Corporation License Agreement

The Company is party to a license agreement with Celgene (the “Celgene Agreement”) pursuant to which the Company granted Celgene two separate licenses to certain intellectual property. The Celgene Agreement grants Celgene a royalty-free, fully-paid up, worldwide, non-exclusive license to the certain intellectual property (“IP”) for pre-clinical research purposes in all fields and a royalty-free, fully-paid up, worldwide license, with the right to grant sublicenses, for the development, manufacture, commercialization and exploitation of products in the field of the construction of any CAR, the modification of any T-lymphocyte or NK cell to express such a CAR, and/or the use of such CARs or T-lymphocytes or NK cells for any purpose, including prophylactic, diagnostic, and/or therapeutic uses thereof. The Celgene Agreement will remain in effect until its termination by either party for cause.

Exclusive Supply and Distribution Agreements

On May 7, 2021, Legacy Celularity entered into a six-year supply and distribution agreement with Arthrex, Inc. (“Arthrex”) whereby Arthrex would receive exclusive rights to distribute and commercialize the Company’s placental-derived biomaterial products for orthopedics and sports medicine in the United States.

Under the Arthrex Supply and Distribution Agreement, the Company and Arthrex will establish a joint steering committee to oversee commercialization activities of the products. Membership of the joint steering committee will be comprised of an equal number of employees of each respective party.

On September 1, 2021, the Company entered into a three-year supply and distribution agreement with Evolution Biologyx, LLC (“Evolution”) that includes an exclusive Interfyl license for the distribution and commercialization within the United States within any medical specialty where Interfyl is administered in an in-office or in-patient setting and is reimbursed through Medicare Part B or any successor, equivalent or similar category established by the Center for Medicare Services or other government authority, except in the medical specialty of orthopedic surgery excluding trauma or spine applications in the medical specialty or orthopedic or neurologic surgery (the “Evolution Supply and Distribution Agreement”). The Evolution Supply and Distribution Agreement will automatically renew for terms of two-year periods unless either party gives notice of non-renewal at least 12 months in advance of the current term. Per the terms of the Evolution Supply and Distribution Agreement, Evolution will forfeit its exclusive license if it fails to purchase a minimum dollar amount of product.

15.

Segment Information

The Company regularly reviews its segments and the approach used by management to evaluate performance and allocate resources. Prior to the third quarter of 2020, Legacy Celularity managed operations as one segment. The Company manages its operations through an evaluation of three distinct business segments: Cell Therapy, Degenerative Disease, and BioBanking. This change was prompted by certain organizational and personnel changes. The chief operating decision maker uses the revenues and earnings (losses) of the operating segments, among other factors, for performance evaluation and resource allocation among these segments.

The reportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers to therapies the Company is researching and developing. Therapies being researched are unproven and in various phases of development. Degenerative Disease produces, sells and licenses products used in surgical and wound care markets. Biobanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals for future use.

The Company manages its assets on a total company basis, not by operating segment. Therefore, the chief operating decision maker does not regularly review any asset information by operating segment and, accordingly, asset information is not reported by operating segment. Total assets were $437,116 and $414,128 as of September 30, 2022 and December 31, 2021, respectively.

Financial information by segment for the three months ended September 30, 2022 and 2021 is as follows:


	Three Months Ended September 30, 2022
	Cell Therapy			BioBanking		Degenerative Disease			Other				Total
Net sales	$	-		$	1,405	$	2,730		$	-			$	4,135
Gross profit		-			506		(3,584	)		-				(3,078	)
Direct expenses		19,863			432		3,194			11,965				35,454
Segment contribution	$	(19,863	)	$	74	$	(6,778	)		(11,965	)			(38,532	)
Indirect expenses										(32,886	)	(a)		(32,886	)
Loss from operations													$	(5,646	)

(a) Components of other
Change in fair value of contingent consideration liability										(33,243	)
Change in fair value of contingent stock consideration										(196	)
Amortization										553
Total other									$	(32,886	)


	Three Months Ended September 30, 2021
	Cell Therapy			BioBanking			Degenerative Disease		Other				Total
Net sales	$	-		$	1,343		$	9,279	$	-			$	10,622
Gross profit		-			420			7,891		-				8,311
Direct expenses		22,690			505			2,601		19,613				45,409
Segment contribution	$	(22,690	)	$	(85	)	$	5,290		(19,613	)			(37,098	)
Indirect expenses										(47,996	)	(b)		(47,996	)
Income from operations													$	10,898

(b) Components of other
Change in fair value of contingent consideration liability										(48,549	)
Amortization										553
Total other									$	(47,996	)

Financial information by segment for the nine months ended September 30, 2022 and 2021 is as follows:


	Nine Months Ended September 30, 2022
	Cell Therapy			BioBanking			Degenerative Disease			Other				Total
Net sales	$	-		$	4,061		$	9,785		$	-			$	13,846
Gross profit		-			949			(1,521	)		-				(572	)
Direct expenses		65,896			1,314			7,832			38,857				113,899
Segment contribution	$	(65,896	)	$	(365	)	$	(9,353	)		(38,857	)			(114,471	)
Indirect expenses											(71,386	)	(c)		(71,386	)
Loss from operations														$	(43,085	)

(c) Components of other
Change in fair value of contingent consideration liability											(73,441	)
Change in fair value of contingent stock consideration											415
Amortization											1,640
Total other										$	(71,386	)


	Nine Months Ended September 30, 2021
	Cell Therapy			BioBanking		Degenerative Disease		Other				Total
Net sales	$	-		$	4,204	$	12,275	$	-			$	16,479
Gross profit		-			1,986		9,500		-				11,486
Direct expenses		61,082			1,499		6,765		52,453				121,799
Segment contribution	$	(61,082	)	$	487	$	2,735		(52,453	)			(110,313	)
Indirect expenses									(16,205	)	(d)		(16,205	)
Loss from operations												$	(94,108	)

(d) Components of other
Change in fair value of contingent consideration liability									(17,845	)
Amortization									1,640
Total other								$	(16,205	)

16.

Related Party Transactions

Consulting Agreement with Dr. Andrew Pecora

On September 1, 2017, Legacy Celularity entered into a scientific and clinical advisor agreement (the “SAB Agreement”) with Dr. Andrew Pecora, a member of Legacy Celularity’s board of directors, for the provision of consulting and advisory services. The SAB Agreement was superseded by a new SAB Agreement executed by Legacy Celularity on February 1, 2019.

On April 13, 2020, Legacy Celularity executed the First Amendment of the SAB Agreement with Dr. Pecora. The term of the First Amendment was six months. It provided for the payment of $20 per month and the issuance of a stock option to purchase 153,718 shares of Legacy Celularity’s common stock. This consideration was in addition to consideration defined in prior agreements. Upon the execution of the agreement, 76,859 of the options were vested. The remaining 76,859 options were vested upon Dr. Pecora’s achievement of a performance objective.

On October 15, 2020, Legacy Celularity executed the Second Amendment to the SAB Agreement with Dr. Pecora. Under the Second Amendment, Dr. Pecora agreed to provide Legacy Celularity with strategic advice on clinical development operations and strategy and assist in establishing a long-range clinical development plan. Compensation under the arrangement includes: (i) cash consideration of $20 per month, (ii) a one-time cash bonus of $50 upon consummation of a merger, combination, consolidation or similar transaction involving Legacy Celularity in relation to a transaction with GX, (iii) a non-qualified stock option to purchase 153,718 shares of Legacy Celularity’s common stock. This non-qualified stock option was granted during the second quarter of 2021. The original expiration of the Second Amendment was January 31, 2021. On January 31, 2021, the Company executed the amended and restated second amendment to the SAB Agreement which extended the term of the Second Amendment to September 30, 2021, unless earlier terminated by the Company for cause.

Pursuant to the SAB Agreements, the Company paid Dr. Pecora $370 for the nine months ended September 30, 2021. On September 15, 2021, the Company hired Dr. Pecora to serve as President. Upon hiring Dr. Pecora, the SAB Agreement was terminated.

Effective August 31, 2022, Dr. Pecora resigned as the Company’s President, and subsequently entered into a consulting agreement with the Company dated September 21, 2022, to receive a $10 monthly fee for an initial six-month term and will be automatically renewed for one additional six- month term if either party does not provide notice of non-renewal. Simultaneously, the Company entered into a SAB Agreement, effective as of September 1, 2022, whereby Dr. Pecora agreed to serve as co-chair of the Company’s scientific and clinical advisory board for a $10 monthly fee and a one-time grant of RSUs having a value of $125 on the grant date and will vest equally over four years. The SAB Agreement has a one-year term and may be renewed for successive one-year terms upon mutual agreement of both parties. The Company paid Dr. Pecora total fees of $20 for the three and nine months ended September 30, 2022.

Advisory Agreement with Robin L. Smith MD

On August 16, 2022, the Company entered into an advisory agreement with Robin L. Smith, MD, a member of the Company’s board of directors, to receive $20 per month for advisory fees, an equity grant for a total amount of 1,050,000 stock options with the initial tranche of 250,000 stock options vesting upon execution of the advisory agreement and the remaining shares subject to vesting upon achievement of certain predefined milestones. The agreement also provides for a one-time cash bonus of $1,500 upon the successful achievement of the trigger event, as defined in the agreement. The Company paid advisory fees of $20 for the three and nine months ended September 30, 2022.

CURA Foundation

During the nine months ended September 30, 2022 and 2021, the Company made $0 and $500, respectively, in contributions to the CURA Foundation in support of the International Vatican. Dr. Robin L. Smith serves on the Company’s board of directors, previously served on the board of directors of Legacy Celularity and is the president and chairperson of the board of the CURA Foundation.

COTA, Inc

In November 2020, Legacy Celularity and COTA, Inc. (“COTA”) entered into an Order Schedule (the “Order Schedule No. 2”), to the Master Data License Agreement between Legacy Celularity and COTA, dated October 29, 2018, pursuant to which COTA will provide the licensed data in connection with AML patients. The COTA Order Schedule No. 2 will terminate on the one-year anniversary following the final licensed data deliverable described therein. Andrew Pecora, M.D., Celularity’s President, is the Founder and Chairman of the Board of COTA and Dr. Robin L. Smith, a member of the Company’s Board, is an investor in COTA. The Company paid COTA $86 and $149 for the nine months ended September 30, 2022 and 2021, respectively.

Cryoport Systems, Inc

During the nine months ended September 30, 2022 and 2021, the Company made payments totaling $56 and $78, respectively to Cryoport Systems, Inc (“Cryoport”) for transportation of cryopreserved materials. The Company’s Chief Executive Officer and director, Dr. Robert Hariri, M.D, Ph.D., has served on Cryoport’s board of directors since September 2015.

Sorrento Therapeutics, Inc.

In September 2020, the Company entered into the 2020 Sorrento Agreement, with Sorrento. Henry Ji, Ph.D., a member of Legacy Celularity’s board of directors, currently serves as President and Chief Executive Officer of Sorrento. Sorrento is also a significant stockholder of the Company and invested in the July 2021 PIPE Financing. During the nine months ended September 30, 2022 and 2021, the Company made payments totaling $1,821 and $0, respectively, to Sorrento for supply of products pursuant to the supply agreement.

17.

Subsequent Events

For its condensed consolidated financial statements as of September 30, 2022, the Company has evaluated subsequent events through November 10, 2022, the date on which these financial statements were issued, and there are no items requiring additional disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations together with the unaudited interim condensed consolidated financial statements and the notes thereto included elsewhere in this report and other financial information included in this report. The following discussion may contain predictions, estimates and other forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” These forward-looking statements involve a number of risks and uncertainties, including those discussed in this report and under “Part I — Item 1A. Risk Factors” in the 2021 Form 10-K. These risks could cause our actual results to differ materially from any future performance suggested below.

Overview

We are a clinical-stage biotechnology company leading the next evolution in cellular medicine by developing off-the-shelf placental-derived allogeneic cell therapies for the treatment of cancer and immune and infectious diseases. We are developing a pipeline of off-the-shelf placental-derived allogenic cell therapy product candidates including T cells engineered with a CAR, natural killer, or NK, cells, and mesenchymal-like adherent stromal cells or MLASCs. These therapeutic candidates target indications across cancer, infectious and degenerative diseases. We believe that by harnessing the placenta’s unique biology and ready availability, we will be able to develop therapeutic solutions that address a significant unmet global need for effective, accessible and affordable therapeutics. We currently have three active clinical trials and we are in the process of working with the FDA to resolve its questions on an IND we submitted in the first quarter of 2022 before commencing an additional clinical trial. With the appointment of our new Chief Medical Officer, Dr. Adrian Kilcoyne, we are currently evaluating our clinical development plans and we may determine that certain programs do not meet our criteria for continued development in light of difficult capital market conditions and our current liquidity. In addition, we are actively evaluating opportunities to increase organizational efficiencies which may result in a reduction in headcount.

Our Celularity IMPACT platform capitalizes on the benefits of placenta-derived cells to target multiple diseases, and provides seamless integration, from bio sourcing through manufacturing cryopreserved and packaged allogeneic cells, in our purpose-built U.S.-based 147,215 square foot facility. We believe the use of placental-derived cells, sourced from the placentas of full-term healthy informed consent donors, has potential inherent advantages, from a scientific and an economic perspective. First, relative to adult-derived cells, placental-derived cells demonstrate greater stemness, meaning the ability to expand and persist. Second, placental-derived cells are immunologically naïve, meaning the cells have never been exposed to a specific antigen, and suggesting the potential for less toxicity and for low or no graft versus host disease in transplant. Third, our placental-derived cells are allogeneic, meaning they are intended for use in any patient, as compared to autologous cells, which are derived from an individual patient for that patient’s sole use. We believe this a key difference that will enable readily available off-the-shelf treatments that can be delivered faster, more reliably, at greater scale and to more patients.

From a single source material, the postpartum human placenta, we derive four allogeneic cell types: T cells, unmodified NK cells, genetically modified NK cells and MLASCs, which are used in five key cell therapeutic programs—CYCART-19, CYNK-001, CYNK-101, APPL-001, and PDA-002—that in turn are focused on six initial indications. CYCART-19 is a placental-derived CAR-T cell therapy, in development for the treatment of B-cell malignancies, initially targeting the CD19 receptor, the construct and related CARs for which are in-licensed from Sorrento. We submitted an IND to investigate CYCART-19 for treatment of B-cell malignancies and in late May 2022, received formal written communication from FDA requesting additional information before we can proceed with the planned Phase 1/2 clinical trial. We are in the process of working with the FDA in an effort to resolve its questions as promptly as possible. We expect to commence the trial, if the IND is cleared, in 2023. CYNK-001 is a placental-derived unmodified NK cell in development for the treatment of acute myeloid leukemia, or AML, a blood cancer, and for glioblastoma multiforme, or GBM, a solid tumor cancer. CYNK-001 is currently in Phase 1 trial for AML and a Phase 1/2a trial for GBM, respectively. CYNK-101 is genetically modified version of a placental-derived NK-cell. In July 2022, we treated the first patient in the Phase 1 portion of the Phase 1/2a clinical trial of CYNK-101 in patients with HER2+ gastric and gastroesophageal cancers. CYNK-101 will be evaluated in combination with monoclonal antibodies, or mAbs to target HER2+ (traztuzumab) and PDl-1 (pembrolizumab). APPL-001 is a placenta-derived MLASC being developed for the treatment of Crohn’s disease, a degenerative disease. PDA-002 is a placenta-derived MLASC being developed for the treatment of facioscapulohumeral muscular dystrophy, or FSHD.

Our Celularity IMPACT manufacturing process is a seamless, fully integrated process designed to optimize speed and scalability from the sourcing of placentas from full-term healthy informed consent donors through the use of proprietary processing methods, cell selection, product-specific chemistry, manufacturing and controls, advanced cell manufacturing and cryopreservation. The result is a suite of allogeneic inventory-ready, on demand placental-derived cell therapy products. In addition, we have non-core legacy operations that are complementary to our work in placenta-derived cell therapeutics, including biobanking operations that include the collection, processing and cryogenic storage of certain birth byproducts for third-parties, and our degenerative disease business consists of the manufacture and sale of our Biovance and Interfyl products, directly and through our third-party distribution agreements.

Our current science is the product of the cumulative background and effort over two decades of our seasoned and experienced management team. We have our roots in Anthrogenesis, a company founded under the name Lifebank in 1998 by Robert J. Hariri, M.D., Ph.D., our founder and Chief Executive Officer, and acquired in 2002 by Celgene. The team continued to hone their expertise in the

field of placental-derived technology at Celgene through August 2017, when we acquired Anthrogenesis. We have a robust global intellectual property portfolio comprised of over 1,500 patents and patent applications protecting our Celularity IMPACT platform, our processes, technologies and current key cell therapy programs. We believe this know-how, expertise and intellectual property will drive the rapid development and, if approved, commercialization of these potentially lifesaving therapies for patients with unmet medical needs.

Since inception, we have had significant operating losses. We had a net loss of $10.2 million and $100.1 million for the nine months ended September 30, 2022 and year ended December 31, 2021, respectively. We had an accumulated deficit of $669.9 million at September 30, 2022. Our primary use of cash is to fund operations, which consist primarily of research and development expenses, and to a lesser extent, selling, general and administrative expenses. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses. We expect to continue to incur net losses for the foreseeable future, and expect our research and development expenses, selling, general and administrative expenses, and capital expenditures will continue to increase. In particular, we expect our expenses and losses to increase as we continue development of, and seek regulatory approvals for, our therapeutic candidates, and begin to commercialize any approved therapeutics, as well as hire additional personnel, develop commercial infrastructure for therapeutics, pay fees to outside consultants, lawyers and accountants, and incur increased costs associated with being a public company such as expenses related to services associated with maintaining compliance with Nasdaq listing rules and SEC requirements, insurance and investor relations costs. Our net losses may fluctuate significantly depending on the timing of our clinical trials and our expenditures on other research and development activities.

Based upon our current operating plan, we do not believe that our existing cash and cash equivalents as of September 30, 2022 will be sufficient to fund our operating expenses and capital expenditure requirements through the next 12 months. To date, we have not had any cellular therapeutics approved for sale and have not generated any revenues from the sale of our cellular therapeutics. We generate limited revenues from our biobanking and degenerative disease businesses. We do not expect to generate any revenues from cellular therapeutic product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our therapeutic candidates, which we expect will take a number of years. If we obtain regulatory approval for any of our therapeutic candidates, we expect to incur significant commercialization expenses related to therapeutic sales, marketing, manufacturing and distribution as our current commercialization efforts are limited to our biobanking and degenerative disease businesses. As a result, until such time, if ever, as we can generate substantial revenue from therapeutics, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potentially collaborations, licenses and other similar arrangements, including drawdowns under the ATM program and the Yorkville pre-paid advance agreement, and we continue to explore licensing and collaboration arrangements for our cellular therapeutics as well as distribution arrangements for our degenerative disease business. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. If we are unable to raise capital, we will need to delay, reduce or terminate planned activities to reduce costs.

COVID-19 Pandemic

The COVID-19 pandemic resulted in increased unemployment, commodity and stock market volatility during the acute phase of the epidemic. Increases in vaccination rates and lower levels of reported cases suggest that the worst part of the pandemic may have passed. Should a new or mutated variant arise that results in further measures to combat its spread, there could be an adverse material impact to our financial condition, operating results, and timing and amounts of cash flows.

Although we were able to operate continuously throughout 2020, 2021 and thus far in 2022, we implemented “work from home” policies as needed following local health recommendations for non-essential employees and employees whose roles are able to be performed remotely. Management of remote workers can present special challenges and productivity may not be as high for remote workers. Because certain elements of our operations (such as processing placental tissue, certain biological assays, translational research and storage of cord blood) cannot be performed remotely, we instituted controls and protocols including mandatory temperature checking, symptom assessment forms, incremental cleaning and sanitization of common surfaces to mitigate risks to employees. Although we have not experienced any material disruption to date, there can be no assurance that our mitigation measures will continue to be effective and that there will not be a disruption to an important element of our business in the future.

Due to a broad decline in economic activity and restrictions on physical access to certain medical facilities, we did experience a decrease in the net revenues of our degenerative disease business due to the pandemic. As for clinical trials, we did not cancel or postpone enrollment solely due to the risks of COVID-19. However, enrollment in the clinical trial evaluating CYNK-001 for AML experienced some delays in the first half of 2020 and in mid-2021 as sites assessed their safety protocols and experienced high volumes of COVID-19 patients. We had a year-over-year increase in research and development expenses in 2021 notwithstanding the enrollment delays.

The extent to which COVID-19 or any other health epidemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the

actions to contain COVID-19 or treat its impact, among others. Accordingly, COVID-19 could have a material adverse effect on our business, results of operations, financial condition, and prospects.

Business Segments

We manage our operations through an evaluation of three distinct business segments: Cell Therapy, Degenerative Disease, and BioBanking. The reportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers to cellular therapies we are researching and developing, which are unproven and in various phases of development. All of the cell therapy programs fall into the Cell Therapy segment. We have no approved cell therapy product and have not generated revenue from the sale of cellular therapies to date. Degenerative Disease produces, sells and licenses products used in surgical and wound care markets, such as Biovance and Interfyl. We sell products in this segment both using our own sales force as well as independent distributors. We are developing additional tissue-based products for the Degenerative Disease segment. BioBanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals for future use. We operate in the biobanking business primarily under the LifebankUSA brand. For more information about our reportable business segments refer to Note 15, “Segment Information” of our unaudited interim condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.

Acquisitions and Divestitures

Our current operations reflect strategic acquisitions and divestures that we have made since formation. Additional details regarding the following acquisitions can be found in Note 1, “Nature of Business” to our unaudited interim condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.

In May 2017, we acquired HLI Cellular Therapeutics, LLC, or HLI CT, from Human Longevity Inc., or Human Longevity. HLI CT operated LifebankUSA, a private umbilical cord blood stem cell and cord tissue bank that offers parents the option to collect, process and cryogenically preserve newborn umbilical cord blood stem cells and cord tissue units. The HLI CT acquisition also provided us with rights to a portfolio of biomaterial assets, including Biovance and Interfyl. At the time of the HLI CT acquisition, Biovance and Interfyl were subject to an exclusive distribution arrangement with Alliqua Biomedical, Inc., or Alliqua. In May 2018, we acquired certain assets from Alliqua, including Alliqua’s biologic wound care business, which included the marketing and distribution rights to Biovance and Interfyl.

In August 2017, we acquired Anthrogenesis, a wholly-owned subsidiary of Celgene. The Anthrogenesis acquisition included a portfolio of pre-clinical and clinical stage assets, including key cellular therapeutic assets that we continue to develop. The Anthrogenesis acquisition gives us access to Anthrogenesis’ proprietary technologies and processes for the recovery of large quantities of high-potential stem cells and cellular therapeutic products derived from postpartum human placentas, each an Anthrogenesis Product. As part of the Anthrogenesis acquisition, some of the inventors of the Anthrogenesis Products and other key members of the Anthrogenesis Product development team joined us.

In October 2018, we acquired CariCord Inc., or CariCord, a family cord blood bank established by ClinImmune Labs University of Colorado Cord Blood Bank and the Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado School of Medicine.

Licensing Agreements

In the ordinary course of business, we license intellectual property and other rights from third parties and have also out-licensed our intellectual property and other rights, including in connection with our acquisitions and divestitures, described above. Additional details regarding our licensing agreements can be found in Note 14, “License and Distribution Agreements” to our unaudited interim condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.

In September 2020, we entered into a license and transfer agreement, or the Sorrento Agreement, with Sorrento. Henry Ji, Ph.D., a former member of Legacy Celularity’s board of directors, currently serves as President and Chief Executive Officer of Sorrento. Sorrento is also a significant stockholder of our company and invested in the July 2021 PIPE Financing concurrent with the closing of the Business Combination. Pursuant to the Sorrento Agreement, we obtained a worldwide license for the CD19 CAR construct that forms the basis of the genetic modification for CYCART-19. We are currently in the process of negotiating a supply agreement with Sorrento for the manufacturing and supply of the CD19 CAR construct licensed from Sorrento.

In August 2017, in connection with the Anthrogenesis acquisition, we entered into a license agreement, or the Celgene License, with Celgene, which has since been acquired by Bristol Meyers Squibb. Pursuant to the Celgene License, we granted Celgene a worldwide, royalty-free, fully-paid up, non-exclusive license, without the right to grant sublicenses (other than to its affiliates), under Anthrogenesis’ intellectual property in existence as of the date of the Celgene License or as developed by Celgene in connection with any transition services activities related to the merger for non-commercial pre-clinical research purposes, as well as to develop,

manufacture, commercialize and fully exploit products and services that relate to the construction of any CAR, the modification of any T-cell or NK cell to express such a CAR, and/or the use of such CARs or T-cells or NK cells for any purpose, which commercial license is sublicensable. Either party may terminate the Celgene License upon an uncured material breach of the agreement by the other party or insolvency of the other party.

In August 2017, Legacy Celularity also issued shares of its Series X Preferred Stock to Celgene as merger consideration and entered into a contingent value rights agreement, or the CVR Agreement, with Celgene pursuant to which Legacy Celularity issued one contingent value right or CVR, in respect of each share of Legacy Celularity Series X Preferred Stock issued to Celgene in connection with the Anthrogenesis acquisition. The CVR Agreement entitles the holders of the CVRs to an aggregate amount, on a per program basis, of $50 million in regulatory milestones and an aggregate $125 million in commercial milestone payments with respect to certain of our investigational therapeutic programs. In addition, with respect to each such program and calendar year, the CVR holders will be entitled to receive a royalty equal to a mid-teen percentage of the annual net sales for such program’s therapeutics from the date of the first commercial sale of such program’s therapeutic in a particular country until the latest to occur of the expiration of the last to expire of any valid patent claim covering such program therapeutic in such country, the expiration of marketing exclusivity with respect to such therapeutic in such country, and August 2027 (i.e., the tenth anniversary of the closing of the acquisition of Anthrogenesis). No payments under the CVR Agreement have been made to date. We estimate the liability associated with the CVR quarterly. Changes to that liability include but are not limited to changes in our clinical programs, assumptions about the commercial value of those programs and the time value of money.

Components of Operating Results

Net revenues

Net revenues include: (i) sales of human cells, tissues and cellular and tissue-based products, or HCT/P’s, including Biovance, Biovance 3L, Interfyl and MIST/UltraMIST Therapy System equipment and single-use applicators of which our direct sales are included in Product Sales and Rentals while sales through our network of distribution partners are included in License, Royalty and Other; (ii) the collection, processing and storage of umbilical cord and placental blood and tissue after full-term pregnancies, collectively, Services; and, (iii) license fees and royalties received under the license agreement with Sanuwave through the third quarter of 2021 included in License, Royalty and Other.

Cost of revenues

Cost of revenues consists of labor, material and overhead costs associated with our two existing commercial business segments, biobanking and degenerative disease. Biobanking costs include the cost of storage and transportation kits for newly banked materials as well as tank and facility overhead costs for cord blood and other units in storage. Degenerative disease costs include costs associated with procuring placentas, qualifying the placental material and processing the placental tissue into a marketable product. Costs in the degenerative disease segment include labor and overhead costs associated with the production of the Biovance, Biovance 3L and Interfyl product lines. License, royalty and other costs reflect expenses incurred related to our distribution agreements.

Research and development expense

Our research and development expenses primarily relate to basic scientific research into placentally derived allogeneic cells, pre-clinical studies to support our current and future clinical programs in cellular medicine, clinical development of our NK cell programs and facilities, depreciation and other direct and allocated expenses incurred as a result of research and development activities. We incur expenses for third party CROs, that assist in running clinical trials, personnel expenses for research scientists, specialized chemicals and reagents used to conduct biologic research, expense for third party testing and validation and various overhead expenses including rent and facility maintenance expense. Basic research, research collaborations involving partners and research designed to enable successful regulatory submissions is critical to our current and future success in cell therapy. We anticipate that our research and development expenditures will increase as we engage in further clinical trials, investigate incremental CAR constructs for our allogeneic T-cell and NK cell platforms and conduct further pre-clinical studies on CYNK-101 in conjunction with various antibody candidates. The amount of increase will depend on numerous factors, including the timing of clinical trials, preliminary evidence of efficacy in clinical trials and the number of indications that we choose to pursue.

General and administrative expense

General and administrative expense consists primarily of personnel costs including salaries, bonuses, stock compensation and benefits for specialized staff that support our core business operations. Executive management, finance, legal, human resources and information technology are key components of general and administrative expense and those expenses are recognized when incurred. We expect that as we engage in more clinical trials and potentially prepare for commercialization of any approved therapies that our general and administrative costs will increase over time. The magnitude and timing of any increase in general and administrative expense

will depend on the progress of clinical trials, the release of new products within the degenerative disease portfolio, changes in the regulatory environment or incremental staffing needs to support the growth of the business as well as any incremental expenses associated with being a public company.

Change in fair value of contingent consideration liability

Because the acquisitions of Anthrogenesis from Celgene and HLI CT from Human Longevity were accounted for as business combinations, we recognized acquisition-related contingent consideration on the balance sheets in accordance with the acquisition method of accounting. See “— Acquisitions and Divestitures” for more information. The fair value of contingent consideration liability is determined based on a probability-weighted income approach derived from revenue estimates and a probability assessment with respect to the likelihood of achieving regulatory and commercial milestone obligations and royalty obligations. The fair value of acquisition related contingent consideration is remeasured each reporting period with changes in fair value recorded in the condensed consolidated statements of operations. Changes in contingent consideration fair value estimates result in an increase or decrease in our contingent consideration obligation and a corresponding charge or reduction to operating results. Key elements of the contingent consideration are regulatory milestone payments, sales milestone payments and royalty payments. Regulatory payments are due on regulatory approval of certain cell types in the United States and the European Union. Regulatory milestone payments are one time but are due prior to any potential commercial success of a cell type in a specific indication. Royalty payments are a percentage of net sales. Sales milestone payments are due when certain aggregate sales thresholds have been met. Management must use substantial judgement in evaluating the value of the contingent consideration. Estimates used by management include but are not limited to: (i) the number and type of clinical programs that we are likely to pursue based on the quality of our preclinical data, (ii) the time required to conduct clinical trials, (iii) the odds of regulatory success in those trials, (iv) the potential number of patients treatable for the indications in which we are successful and (v) the pricing of treatments that achieve commercial status. All of these areas involve substantial judgement on the part of management and are inherently uncertain.

Results of Operations

Comparison of Three Months Ended September 30, 2022 to September 30, 2021


	Three Months Ended									Percent
	September 30, 2022			September 30, 2021			Increase (Decrease)			Increase (Decrease)
Net revenues
Product sales and rentals	$	1,041		$	849		$	192			22.6	%
Services		1,405			1,343			62			4.6	%
License, royalty and other		1,689			8,430			(6,741	)		(80.0	)%
Total revenues		4,135			10,622			(6,487	)		(61.1	)%
Operating expenses:
Cost of revenues (excluding amortization of acquired intangible assets)
Product sales and rentals		812			638			174			27.3	%
Services		899			923			(24	)		(2.6	)%
License, royalty and other		5,502			750			4,752			633.6	%
Research and development		20,351			23,765			(3,414	)		(14.4	)%
Selling, general and administrative		14,907			21,644			(6,737	)		(31.1	)%
Change in fair value of contingent consideration liability		(33,243	)		(48,549	)		15,306			(31.5	)%
Amortization of acquired intangible assets		553			553			—			—
Total operating expenses		9,781			(276	)		10,057			(3643.8	)%
(Loss) income from operations	$	(5,646	)	$	10,898		$	(16,544	)		(151.8	)%

Net Revenues and Cost of Revenues

Net revenues for the three months ended September 30, 2022 was $4.1 million, a decrease of $6.5 million, or 61.1% compared to the prior year period. The decrease was primarily due to a decrease in license, royalty and other revenues because the prior year period reflected recognition of $6.8 million of previously deferred revenue as a result of the termination of the Sanuwave license agreement.

Cost of revenues for the three months ended September 30, 2022 was $7.2 million, an increase of $4.9 million, or 212.1% compared to the prior year period. The increase was due to the recognition of previously deferred inventory material costs variances of $4.5 million in license, royalty and other cost of revenues as a result of a change in production plans related to lower degenerative disease sales than previously forecasted.

Research and Development Expenses

Research and development expenses for the three months ended September 30, 2022 were $20.4 million, a decrease of $3.4 million, or 14.4% compared to the prior year period. The decrease was primarily due to a $3.3 million reduction in executive allocation costs because the prior year period included an allocated portion of stock-based compensation expense for awards granted to our board of directors and senior management.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2022 were $14.9 million, a decrease of $6.7 million, or 31.1% compared to the prior year period. The primary reason for the decrease was because the prior year period included a charge related to a legal settlement with CTH Biosourcing LLC (“CTH”).

Change in Fair Value of Contingent Consideration Liability

The change in fair value of contingent consideration liability for the three months ended September 30, 2022 was $33.2 million, an increase of $15.3 million, or 31.5% compared to the period year period. The increase resulted from a change in market-based assumptions (for more information about changes in the fair value of contingent consideration liability refer to Note 4, “Fair Value of Financial Assets and Liabilities” in our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q).

Other Income (Expense)


	Three Months Ended									Percent
	September 30, 2022			September 30, 2021			Increase (Decrease)			Increase (Decrease)
Interest income	$	108		$	55		$	53			96.4	%
Interest expense		—			(843	)		843			(100.0	)%
Change in fair value of warrant liabilities		9,333			39,937			(30,604	)		(76.6	)%
Change in fair value of debt		(291	)		—			(291	)		100.0	%
Other, net		1,278			(109	)		1,387			(1272.5	)%
Total other income	$	10,428		$	39,040		$	(28,612	)		(73.3	)%

For the three months ended September 30, 2022, other income decreased by $28.6 million compared to the prior year period. The decrease was primarily related to a change in the fair value of the warrant liabilities due to the decrease in the price of our common stock (see Note 4, “Fair Value of Financial Assets and Liabilities” in our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q).

Comparison of Nine Months Ended September 30, 2022 to September 30, 2021


	Nine Months Ended									Percent
	September 30, 2022			September 30, 2021			Increase (Decrease)			Increase (Decrease)
Net revenues
Product sales and rentals	$	2,920		$	2,734		$	186			6.8	%
Services		4,061			4,204			(143	)		(3.4	)%
License, royalty and other		6,865			9,541			(2,676	)		(28.0	)%
Total revenues		13,846			16,479			(2,633	)		(16.0	)%
Operating expenses:
Cost of revenues (excluding amortization of acquired intangible assets)
Product sales and rentals		1,711			2,025			(314	)		(15.5	)%
Services		3,112			2,218			894			40.3	%
License, royalty and other		9,595			750			8,845			1179.3	%
Research and development		67,373			63,666			3,707			5.8	%
Selling, general and administrative		46,941			58,133			(11,192	)		(19.3	)%
Change in fair value of contingent consideration liability		(73,441	)		(17,845	)		(55,596	)		311.5	%
Amortization of acquired intangible assets		1,640			1,640			—			—
Total operating expenses		56,931			110,587			(53,656	)		(48.5	)%
Loss from operations	$	(43,085	)	$	(94,108	)	$	51,023			(54.2	)%

Net Revenues and Cost of Revenues

Net revenues for the nine months ended September 30, 2022 was $13.8 million, a decrease of $2.6 million, or 16% compared to the prior year period. The decrease was primarily due to a $2.7 million decrease in license, royalty and other revenues because the nine months ended September 30, 2021 included the recognition of $6.8 million of previously deferred revenue as a result of the termination of the Sanuwave license agreement partially offset by increased product sales to distribution partners.

Cost of revenues for the nine months ended September 30, 2022 was $14.4 million, an increase of $9.4 million, or 188.8% compared to the prior year period. The increase was primarily due to a $8.8 million increase in license, royalty and other cost of revenues, which includes recognition of previously deferred inventory material costs variances of $4.5 million as a result of a change in production plans related to lower degenerative disease sales than previously forecasted, higher sales to distribution partners corresponding to our increase in license, royalty and other revenues, and higher cost resulting from product mix as well as increased material and labor costs.

Research and Development Expenses

Research and development expenses for the nine months ended September 30, 2022 were $67.4 million, an increase of $3.7 million, or 5.8% compared to the prior year period. The increase was primarily due to higher personnel costs, the Palantir platform fees, clinical trial costs, and laboratory supplies to support cell therapy process development, partially offset by a reduction in allocated costs as the prior year period included an allocated portion of stock-based compensation expense for awards granted to our board of directors and senior management.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended September 30, 2022 were $46.9 million, a decrease of $11.2 million, or 19.3% compared to the prior year period. The decrease was primarily due to a $27.8 million reduction in stock-based compensation expense related to awards granted to our board of directors and senior management in the prior year period, a portion of which was allocated to research and development expense, as well as a charge related to a legal settlement with CTH, all of which were partially offset by higher personnel, professional services, and insurance costs to support operations of a public company.

Change in Fair Value of Contingent Consideration Liability

Change in fair value of contingent consideration liability for the nine months ended September 30, 2022 was $73.4 million, a decrease of $55.6 million, or 311.5% compared to the prior year period. The decrease resulted from a change in market-based assumptions (for more information about changes in the fair value of contingent consideration liability refer to Note 4, “Fair Value of Financial Assets and Liabilities” in our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q).

Other Income (Expense)


	Nine Months Ended									Percent
	September 30, 2022			September 30, 2021			Increase (Decrease)			Increase (Decrease)
Interest income	$	155		$	324		$	(169	)		(52.2	)%
Interest expense		—			(2,412	)		2,412			(100.0	)%
Change in fair value of warrant liabilities		31,613			2,258			29,355			1300.0	%
Change in fair value of debt		(291	)		—			(291	)		100.0	%
Other, net		1,366			(2,140	)		3,506			(163.8	)%
Total other income (expense)	$	32,843		$	(1,970	)	$	34,813			(1767.2	)%

For the nine months ended September 30, 2022, other income (expense), net increased by $34.8 million compared to the prior year period. The increase was primarily related to a change in the fair value of the warrant liabilities due to the decrease in the price of our common stock (see Note 4, “Fair Value of Financial Assets and Liabilities” in our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q).

Liquidity and Capital Resources

Since inception through September 30, 2022, Legacy Celularity funded its operations primarily through the sale of convertible preferred stock, sale of common stock and via the Business Combination and has raised aggregate net cash proceeds of $556.7 million. As of September 30, 2022, we had $42.6 million of cash and cash equivalents and an accumulated deficit of $669.9 million. Our primary use of our capital resources is funding our operating expenses, which consist primarily of funding the research and development of our cellular therapeutic candidates, and to a lesser extent, selling, general and administrative expenses.

Based upon our current operating plan, we do not believe that our existing cash and cash equivalents as of September 30, 2022, will be sufficient to fund our operating expenses and capital expenditure requirements through the next 12 months. We believe our existing cash and cash equivalents as of September 30, 2022 will fund us into the first quarter of 2023. We have based this estimate on a number of assumptions regarding our development programs and commercial operations that may prove to be wrong, and we could utilize our cash and cash equivalents sooner than we expect. We are seeking additional funding through the issuance of equity, convertible or debt securities through private placements or public offerings or through the exercise of existing convertible securities. We may not be able to obtain financing on acceptable terms, or at all, and the terms of any financing may adversely affect the holdings or the rights of our stockholders. Alternatively, we may have to reduce spend by postponing certain of our development activities. Based on our recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance our future operations, we have concluded that there is substantial doubt about our ability to continue as a going concern.

We expect to incur substantial expenses in the foreseeable future for the development and potential commercialization of our cellular therapeutic candidates and ongoing internal research and development programs. At this time, we cannot reasonably estimate the nature, timing or aggregate amount of costs for our development, potential commercialization, and internal research and development programs. However, to complete our current and future preclinical studies and clinical trials, and to complete the process of obtaining regulatory approval for our therapeutic candidates, as well as to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize our cellular therapeutic candidates, if approved, we may require substantial additional funding in the future.

To date, inflation has not had a significant impact on our business. However, any significant increase in inflation and interest rates could have a significant effect on the economy in general and, thereby, could affect our future operating results.

Cash Flows

The following table summarizes our cash flows for the nine months ended September 30, 2022 and 2021:


	Nine Months Ended
	September 30, 2022			September 30, 2021			Change
Cash provided by (used in)
Operating activities	$	(108,291	)	$	(78,051	)	$	(30,240	)
Investing activities		(4,457	)		(3,600	)		(857	)
Financing activities		118,153			99,576			18,577
Net change in cash, cash equivalents and restricted cash	$	5,405		$	17,925		$	(12,520	)

Operating Activities

Net cash used in operations for the nine months ended September 30, 2022 was $30.2 million higher than the prior year period, primarily due to lower net loss adjusted for non-cash items and build up of inventory.

Investing Activities

We used $4.5 million and $3.6 million of net cash in investing activities for the nine months ended September 30, 2022 and 2021, respectively, which consisted of capital expenditures in each period offset by $0.3 million in gross proceeds from promissory note for the nine months ended September 30, 2021.

Financing Activities

We generated $118.2 million of net cash from financing activities for the nine months ended September 30, 2022, which consisted primarily of $46.5 million in cash proceeds from the exercise of warrants to acquire 13,281,386 shares of common stock, $27.4 million in cash proceeds from the May 2022 PIPE financing, $39.2 million in cash proceeds from the Yorkville pre-paid advance agreement, and $4.4 million in cash proceeds from the sale of common stock in the ATM offering. For the nine months ended September 30, 2021 we generated $99.6 million of net cash in financing activities, which consisted primarily of proceeds from the Business Combination, the July 2021 PIPE Financing, and the Palantir investment offset by payments for professional services related to the aforementioned transactions.

Critical Accounting Estimates

Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies,” included within the Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q and in Note 2 to our annual financial statements included in the 2021 Form 10-K.

During the nine months ended September 30, 2022, there were additions to our critical accounting estimates compared with those previously disclosed in the 2021 Form 10-K as a result of the implementation of Accounting Standards Update 2016-02. We cannot readily determine the interest rate implicit in the lease, therefore, we use our incremental borrowing rate, or IBR, to measure lease liabilities. The IBR is the rate of interest that we would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use, or ROU, asset in a similar economic environment. The IBR therefore reflects what we ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. We estimate the IBR using observable inputs (such as market interest rates) when available and are required to make certain entity and asset-specific estimates. The IBR used in the calculation of the present value of lease payments in calculating lease liabilities and the corresponding ROU requires the use of significant judgment by management. Additionally, during the three months ended September 30, 2022, we elected the fair value option on the pre-paid advance agreement with Yorkville in accordance with the fair value hierarchy included within Accounting Standards Codification 820 Fair Value Measurement.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included herein and Note 2 to our annual financial statements for the year ended December 31, 2021 included in the 2021 Form 10-K for information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures”, as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Because there are inherent limitations in all control systems, a control system, no matter how well conceived and operated, can provide only reasonable, as opposed to absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered in this quarterly report Form 10-Q. Based on

that evaluation, management concluded that the disclosure controls and procedures were not effective, at the reasonable assurance level, as of the end of the period covered by this quarterly report on Form 10-Q, as a result of the material weaknesses in internal control over financial reporting discussed below.

We previously identified the following material weaknesses in our internal control over financial reporting:

Control Environment: We had insufficient internal resources with appropriate accounting and finance knowledge and expertise to design, implement, document and operate effective internal controls around our financial reporting process.

ii.

Accounting for Contingent Consideration: Our calculation of the contingent consideration liability contained inconsistent and / or incorrect assumptions resulting in identified audit adjustments.

iii.

Accounting for Deferred Taxes: Our calculation of deferred tax assets and deferred tax liabilities contained errors resulting in identified audit adjustments.

iv.

Accounting for Warrants: Our calculation of warrant liabilities contained inconsistent and / or incorrect assumptions resulting in identified audit adjustments.

We are currently implementing our remediation plan to address the material weaknesses identified above. Such measures include:

•

Hiring additional accounting personnel to ensure timely reporting of significant matters.

•

Designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing formalized controls.

•

Designing and implementing procedures to identify and evaluate changes in our business and the impact on our internal controls.

•

Designing and implementing formal processes, policies and procedures supporting our financial close process.

•

Consolidating all recurring valuation models under one service provider.

•

Engaging an outside firm to assist with the documentation, design and implementation of our internal control environment.

Changes in Internal Control over Financial Reporting

Other than in connection with executing upon the continued implementation of the remediation measures referenced above, there were no changes in our internal controls over financial reporting that occurred during our third fiscal quarter ended September 30, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Although the results of litigation and claims cannot be predicted with certainty, we do not believe we are party to any claim or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse effect on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.



Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the Commission on July 22, 2021).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the current report on Form 8-K, filed with the Commission on July 22, 2021).
10.1		Advisory Agreement, as of August 16, 2022, by and between Celularity Inc. and Robin L. Smith.
10.2		At-the-Market Sales Agreement, dated September 8, 2022, by and among the Celularity Inc., BTIG, LLC, Oppenheimer & Co. Inc. and B. Riley Securities, Inc. (incorporated by reference to Exhibit 1.1 to the current report on Form 8-K, filed with the Commission on September 8, 2022).
10.3		Pre-Paid Advance Agreement, dated September 15, 2022, by and between Celularity Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the Commission on September 15, 2022).
10.4		Consulting Agreement, as of September 21, 2022, between Celularity Inc. and the Andrew L. Pecora.
10.5		Scientific and Clinical Advisor Agreement, as of September 1, 2022, by and between Celularity Inc. and Andrew L. Pecora.
10.6#		Employment Agreement, as of April 1, 2022, by and between Celularity Inc. and Stephen A. Brigido.
10.7#		Employment Agreement, as of April 1, 2022, by and between Celularity Inc. and David C. Beers.
10.8#		Employment Agreement, as of April 1, 2022, by and between Celularity Inc. and John R. Haines.
10.9#		Employment Agreement, as of July 13, 2022, by and between Celularity Inc. and Kyle H. Fletcher.
10.10#		Employment Agreement, as of July 13, 2022, by and between Celularity Inc. and Keary Dunn.
10.11#		Employment Agreement, as of October 4, 2022, by and between Celularity Inc. and Bradley Glover.
10.12#		Employment Agreement, as of September 29, 2022, by and between Celularity Inc. and Adrian Kilcoyne.
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s quarterly report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

# Indicates a management contract or any compensatory plan, contract or agreement.

* The certifications attached as Exhibits 32.1 and 32.2 accompanying this report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Celularity Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CELULARITY INC.

Date: November 10, 2022	By:	/s/ Robert J. Hariri
		Robert J. Hariri, M.D., Ph.D.
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 10, 2022	By:	/s/ David C. Beers
		David C. Beers
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 10.1

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (“Agreement”) is made and entered into effective as of August 16, 2022 (the “Effective Date”), by and between Celularity Inc, a Delaware corporation with an address at 170 Park Avenue, Florham Park, NJ 07932 (the “Company”), and Robin L. Smith, MD, an individual with an address at PO Box 5298, New York, NY 10021 (the “Advisor”). The Company and the Advisor may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Advisor has extensive experience in international business development, business and financial consulting, investor communications, and operational executive management;

WHEREAS, the Company wishes to engage the Advisor to provide advisory services to the Company on certain business and financial matters as set forth in this Agreement, in addition to Advisor’s services as a member of the Company’s Board of Directors (the “Board”); and

WHEREAS, the Advisor is willing to accept such engagement, on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and obligations contained in this Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

Engagement.

1.1

Engagement. The Company hereby engages the Advisor to perform the Services set forth in Section 1.4, for the Term (as defined below), and the Advisor hereby accepts such engagement subject to the terms and conditions set forth in this Agreement.

1.2

Relationship. The Parties acknowledge and agree that the relationship created by this Agreement for purposes of provision of the Services is that of an independent contractor and the Advisor is not and shall not be deemed to be an employee of the Company for any purpose. The Parties further acknowledge that Advisor shall have no authority to bind the Company in any capacity.

1.3

Services. The Advisor shall render the Services from time to time during the Term at the Company’s request solely for the Company’s benefit and not for the benefit of any third party. The “Services” shall include, but shall not be limited to, general advisory services, strategic transaction advisory, international business development, general evaluation of financing or joint venture proposals, and any other services that both Parties agree to in connection with this Agreement.

1.4

No Capital Raising Services. Under no circumstances shall Advisor assist the Company in connection with (i) the offer or sale of securities in any capital-raising transaction or (ii) directly or indirectly promoting or maintaining a market for any of the Company’s securities.

1.5

No Investment Advisory or Brokerage Services. Under no circumstances shall Advisor engage in any activities for which an investment advisor’s registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker’s” or “dealer’s” registration or license is required under the U.S. Securities Exchange Act of 1934, as amended, or under any other applicable federal or state law. The Services shall not consist of effecting transactions in the Company’s securities and Advisor shall not provide any securities broker-dealer services to the Company.

1.6

Location. The Company and the Advisor intend that the Services shall be rendered primarily from an office in New York, New York and may be rendered by telephone, videoconference and email communication, as well as in-person. The Advisor understands and acknowledges it may be necessary to travel to perform the Services, and that the Advisor may be asked to do so by the Company. To the extent Advisor ceases to be a member of the Board, the Advisor shall, if requested by the Company and at the Company’s expense, make best efforts to attend meetings of the Board at reasonable times when requested in person or by videoconference. As applicable, Advisor shall be reasonably available by to consult with the Board at regular and special meetings thereof.

1.7

Time; Non-exclusive. The Advisor shall devote as much time to the performance of the Services as is necessary to deliver such Services to the Company in a commercially reasonable manner, but the Advisor shall not be required to devote any fixed number of hours or days to the performance of the Services. The Company recognizes that the Advisor has and will continue to have other clients and business and agrees that this engagement is non-exclusive, provided that such services do not represent a conflict of interest or a breach of the Advisor’s fiduciary duty to the Company. Notwithstanding the foregoing, the Advisor represents she has not entered into, and agrees that she will not enter into during the Term, any written agreement in conflict herewith.

Advisor’s Fees and Expenses.

2.1

Consideration. In consideration for the Services, the Company agrees to compensate the Advisor as follows:

(a)

The Company shall pay to the Advisor a monthly cash fee of twenty thousand US Dollars ($20,000.00 USD) (the “Advisor’s Fee”).

(b)

The Company shall grant the Advisor stock options under the Company’s 2021 Equity Incentive Plan (the “Plan”) to acquire one million fifty thousand (1,050,000) shares of the Company’s Class A common stock (the “Option Award”), which shall be evidenced by the Company’s form non-qualified stock option award agreement under the Plan, and shall be subject to vesting upon achievement of certain pre-defined milestones. The Option Awards shall have a five (5) years post-separation

exercise period commencing at the time the Advisor ceases to provide “Continuous Service” to the Company (as such term is defined in the 2021 Plan or superseding equity plan), but in no event longer than the original expiration date of such Option Award as set forth in the option award agreement.

(c)

The Advisor shall also be entitled to a one-time success-based cash bonus fee (the “Success Fee”) equal to one million five hundred thousand US Dollars ($1,500,000 USD) upon achievement of the cash bonus achievement trigger event (the “Trigger Event”). The Success Fee shall be due and payable by wire transfer no later than two (2) business days after achievement of the Trigger Event.

2.2

Additional Compensation. The Company acknowledges that the Advisor may receive additional compensation from, or equity participation in, an entity that may be created as a result of the Services provided pursuant to this Agreement and Company and Advisor acknowledge and agree that any such compensation or participation has no bearing on the consideration provided herein. The consideration under this Agreement will not prohibit the Advisor from receiving Board compensation commensurate with her service as a Board member.

2.3

Offset; Withholding; Taxes. The Company shall pay the Advisor’s Fee and Success Fee to the Advisor without offset, deduction or withholding of any kind or for any purpose. The Advisor shall be solely responsible for and shall make proper and timely payment of any taxes due on payments made to the Advisor pursuant to this Agreement (including, but not limited to, the Advisor’s estimated state and Federal income taxes and self-employment taxes, as applicable).

2.4

The Advisor’s Expenses. The Company will reimburse the Advisor for reasonable expenses incurred in connection with the performance of the Services under this Agreement, subject to the Advisor’s submission of appropriate documentation substantiating any such expenses. The Company shall pay undisputed invoices for reimbursable expenses within thirty (30) days of the Company’s receipt of such invoices or within the next accounts payable cycle, except as may be otherwise agreed to by the Parties in writing.

2.5

No Referrals. Nothing contained in this Agreement shall be construed in any manner as an obligation or inducement for the Advisor to order and utilize any of products offered by the Company in the treatment and care of patients, or to purchase, lease, order, or recommend the purchasing, leasing or ordering of, any product manufactured or distributed by the Company in the United States or any service relating thereto. The Parties acknowledge and agree that the compensation set forth herein represents the fair market value of the Services to be provided by Advisor to Company, has been negotiated at arms-length, and has not been determined in a manner that takes into account the volume or value of referrals or business, if any, that may otherwise be generated between the Company and the Advisor.

2.6

Transparency Reporting. The total compensation and related expenses paid to the Advisor pursuant to this Agreement will, if required by law, be reported by the Company in accordance with all applicable federal and state transparency reporting requirements, including, but not limited to the Physician Payment Sunshine Act in the United States (Section 6002 of the Patient Protection and Affordable Care Act).

Term and Termination.

3.1

Term. This Agreement shall commence as of the Effective Date and shall continue in full force and effect for twelve (12) months from the Effective Date, unless terminated by either Party pursuant to Section 3 (the “Term”) or as otherwise agreed upon or extended in writing by the Parties.

3.2

Termination. This Agreement may be terminated by either Party at any time, with or without cause, upon written notice to the other Party. Upon expiration or earlier termination of this Agreement, any amounts due to the Advisor, including undisputed expense reimbursements, up to the date of termination will immediately become due and payable. In the event this Agreement is terminated by the Company for any reason other than Cause (as such term is defined in the 2021 Plan), the Success Fee and/or achievement of the stock option vesting milestones shall be due and payable regardless of the date of termination. Notwithstanding anything contained herein, the confidentiality provisions of Section 5 shall survive its termination or expiration for a period of five (5) years after the expiration or earlier termination of the Term (except with respect trade secrets, which shall be held in confidence for so long as they are protected under applicable law of trade secrets).

Indemnification. The Company shall indemnify, hold harmless and defend the Advisor from and against any loss, costs (including reasonable attorney’s fees) damages, injury, liability, claims, demands, or causes of action arising out of or resulting from her performance of the Services under this Agreement, except for claims resulting directly from the Advisor’s gross negligence or willful misconduct.

Confidential Information.

5.1

The Parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company and its subsidiaries. The disclosure of this information and knowledge to competitors would be beneficial to them and detrimental to the Company, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, and similar items of the Company and its subsidiaries. By reason of her being a member of the Board and Advisor to the Company, Advisor has or will have access to, and will obtain, specialized knowledge, trade secrets and confidential information about the Company’s operations and the operations of its subsidiaries, which operations extend through the United States.

5.2

During and after the Term, except as expressly authorized by the Company, Advisor will not use, disclose to others, or publish any inventions or any confidential business

information about the affairs of the Company, including but not limited to confidential information concerning the Company’s products, methods, engineering designs and standards, analytical techniques, technical information, customer information, employee information, and other confidential information acquired by her in the course of her past or future services for the Company. Advisor agrees to hold as the Company’s property all memoranda, books, papers, letters, formulas and other data, and all copies thereof and therefrom, in any way relating to the Company’s business and affairs, whether made by it or otherwise coming into its possession, and on termination of this engagement, or on demand of the Company, at any time, to deliver the same to the Company within twenty-four hours of such termination or demand.

General Provisions.

6.1

Compliance with Applicable Laws. During the Term, each Party shall observe and comply, at its sole cost and expense, with (i) all federal, state and local laws, regulations, rules, customs and ordinances now in force or which may hereafter be in force, pertaining to the Services, (ii) all applicable export control and sanctions laws, and (iii) the provisions of the Foreign Corrupt Practices Act 1977 of the United States of America (FCPA), the Bribery Act 2010 of the United Kingdom (Bribery Act) and any other applicable anti-corruption legislation.

6.2

Public Disclosures. The Parties acknowledge and agree that nothing contained herein shall prevent the Company from publicly disclosing this Agreement or the terms contained herein as required by law or regulation; provided, however, the Company shall, to the extent reasonably practicable, discuss in good faith and coordinate with Advisor in connection therewith. Notwithstanding the foregoing, the Company shall have final decision-making with respect to any such disclosure.

6.3

Entire Agreement; Modification; Waivers. This Agreement contains the entire agreement of the Parties and supersedes any prior agreements with respect to its subject matter. There are no agreements, understandings or arrangements of the Parties with respect to the subject matter of this Agreement that is not contained herein. This Agreement shall not be modified in any way except by mutual consent, in writing, signed by the Parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party making the waiver. The waiver of any provision of this Agreement shall not be deemed to be a waiver of any other provision or any future waiver of the same provision.

6.4

Notices. All notices given under this Agreement shall be in writing, addressed to the Parties as set forth below, and shall be deemed effective on the earliest of (i) the date received by email or mail, (ii) on the second business day after mailing if sent by a major international air delivery or air courier service (such as Federal Express or Network Couriers), (iii) the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth below at or prior to 5:30 p.m. (New York City time) on a business day, or (iv) the next business day after the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth below on a day that is not a business day or later than 5:30 p.m. (New York City time) on any business day:

If to the Company: If to the Advisor:

CELULARITY INC. ROBIN L. SMITH

170 Park Avenue PO Box 5298

Florham Park, NJ 07932 New York, NY 10185

Attention: Robert Hariri Attention: Robin L. Smith

Email: robert.hariri@celularity.com Email:robin@robinlsmith.com

6.5

Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The state and federal courts of the State of New York shall have exclusive jurisdiction to hear, adjudicate, decide, determine and enter final judgment in any action, suit, proceeding, case, controversy or dispute, whether at law or in equity or both, and whether in contract or tort or both, arising out of or related to this Agreement, or the construction or enforcement hereof or thereof. The prevailing Party in any claim brought pursuant to this Agreement shall be entitled to recover that Party’s costs of suit, including reasonable attorney’s fees

6.6

Binding Effect; Assignment. This Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. This Agreement is unique as to the Advisor and shall not be assigned or transferred by the Advisor without the prior written consent of the Company. It is understood and agreed that the Company shall have the right to assign this Agreement to any successor to all or substantially all of its assets and business by dissolution, merger, consolidation, transfer of assets or otherwise, or to any direct or indirect subsidiary of Celularity.

6.7

Force Majeure. Any act of God or other cause beyond the reasonable control of a Party (and which does not arise out of a breach by a party of its obligations under this Agreement) which prevents a Party from fulfilling its duties as set forth in this Agreement will not constitute a breach of this Agreement by such Party and will operate to suspend the obligations of such Party during the period required to remove such cause. A Party whose obligations are so suspended shall promptly notify the other Party of the occurrence of any such event and shall use its best efforts to minimize the duration and disruption of any such event. The Party giving such notice shall immediately be excused from such of its obligations under this Agreement as it is thereby disabled from performing for so long as it is so disabled for up to a maximum of ninety (90) days, after which time the Party not affected by the force majeure may terminate this Agreement. If the Advisor is prevented by a force majeure from performing her obligations under this Agreement, the Company is excused from that portion of its payment obligations, if any, for such unperformed Consultant obligations.

6.8

Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and shall not be construed as conferring any rights on any third party.

6.9

Construction, Counterparts. This Agreement shall be construed as a whole and in favor of the validity and enforceability of each of its provisions, so as to carry out the intent of the

Parties as expressed herein. Headings are for the convenience of reference, and the meaning and interpretation of the text of any provision shall take precedence over its heading. This Agreement may be signed in one or more counterparts, each of which shall constitute an original, but all of which, taken together shall constitute one agreement. A faxed copy or photocopy of a Party’s signature shall be deemed an original for all purposes. This Agreement may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

Celularity Inc. Advisor

By: /s/ Robert J. Hariri By: /S/ Robin L. Smith

Robert J. Hariri, MD, PhD Robin L. Smith, MD

Chairman & CEO

Exhibit 10.4

Consulting Agreement

This Consulting Agreement (“Agreement”) is made and entered into, effective as of the date of the last signature below (the “Effective Date”), by and between Celularity Inc, a Delaware corporation with a principal address at 170 Park Avenue, Florham Park, New Jersey 07932 (including all of its affiliates and subsidiaries, collectively “Celularity”), and Andrew L. Pecora, MD, an individual with an address at 31 Shrewsbury Drive, Rumson, NJ 07760 (“Consultant”). For purposes of this Agreement, Celularity shall include any company which controls or is controlled by Celularity, any company which results from any merger or consolidation to which Celularity is a party, as well as all other affiliates of Celularity and/or its principals, and each such company is an intended third-party beneficiary of this Agreement.

Recognizing that the success of the business of Celularity depends to a considerable extent on the protection of patents, inventions, discoveries, Trade Secrets, Confidential Information, and other information held, or used, by Celularity; and recognizing that during the engagement Consultant will receive compensation and other benefits of the engagement with Celularity; and that both parties intend to be legally bound, Celularity and Consultant hereby agree as follows:

Services. Celularity hereby engages Consultant to perform the following services (collectively, the “Services”):

Provide advice and guidance to Celularity’s Chief Executive Officer (CEO) regarding current developments and trends in oncology cell therapy, including their potential impact on the company’s research and development and clinical development programs.

Anticipated Deliverables:

•

Written reports as warranted, but no less frequently than once per quarter.

•

Incidental advice (oral or written) as requested by CEO or at Consultant’s discretion.

Provide advice and guidance to CEO regarding the company’s clinical development programs, including advice regarding trial design and the identification of potential investigators and trial sites.

Anticipated Deliverables:

•

Oral or written reports as requested on a subject matter identified by Celularity; and

•

Incidental advice (oral or written) as requested by CEO or at Consultant’s discretion.

Provide advice and guidance to CEO regarding the company’s research and development program.

Anticipated Deliverables:

•

Oral or written reports as requested on a subject matter identified by Celularity; and

•

Incidental advice (oral or written) as requested by CEO or at Consultant’s discretion.

Advise CEO regarding technologies that may supplement or enhance the company’s existing capabilities, including potential acquisition, licensing and collaboration targets and opportunities.

Anticipated Deliverables:

•

Oral reports as warranted; written reports as requested on a subject matter identified by Celularity; and

•

Incidental advice (oral or written) as requested by CEO or at Consultant’s discretion.

As requested, identify potential Key Opinion Leaders (KOL) for the company.

Anticipated Deliverables:

•

Oral or written reports as requested identifying potential KOLs that meet search criteria identified by Celularity; and

•

Incidental advice (oral or written) as requested by CEO or at Consultant’s discretion

Performance Standards. Consultant hereby agrees to devote reasonable time, abilities and energy to the faithful performance of the Services. The parties acknowledge and agree that Consultant’s Services to Celularity hereunder shall be non-exclusive and that Consultant shall at all times remain an independent contractor. The parties also acknowledge that Consultant shall have no authority to bind Celularity. All Services provided by Consultant must be pre-approved by Celularity. Accordingly, Consultant shall only be paid for those Services expressly commissioned, authorized, or pre-approved by Celularity.

Compensation and Reimbursement.

In consideration for the timely and fully satisfactory performance of the Services, Celularity shall pay to Consultant a monthly fee of ten thousand U.S. Dollars ($10,000.00 USD) for approximately twenty (20) hours a month of Services. Except as expressly set forth herein, or as otherwise agreed upon in writing by the parties, there are no other fees or costs to be paid by Celularity for the Services. Under no circumstances shall Consultant bill Celularity more than twenty (20) hours per month unless otherwise approved by an authorized representative of Celularity in writing in advance of the performance of the Services.

Consultant shall be reimbursed for all pre-approved, reasonable “out-of-pocket” business expenses incurred in connection with the performance of Consultant’s duties under this Agreement in accordance with Celularity’s standard expense reimbursement policies, subject to Consultant’s submission of appropriate vouchers and receipts substantiating any such expenses.

Unless otherwise agreed by the parties in writing, Consultant shall submit the invoices not less frequently than monthly to AP@Celularity.com with a copy to the Consultant’s designated Celularity manager. Consultant’s invoice shall include such detail, and Consultant shall provide such supplementary documentation, as Celularity may reasonably request. All submittals must include in the subject line: “Consultant Invoice” and Consultant’s full name. Consultants who work outside of the US must also provide wire or check payment information.

Celularity shall pay undisputed invoices for reimbursable expenses within forty-five (45) days of receipt or within the next accounts payable cycle, except as may be otherwise agreed to by the parties in writing.

Consultant shall be solely responsible for and shall make proper and timely payment of any taxes due on payments made (i) to Consultant pursuant to this Agreement (including, but not limited to, Consultant’s estimated state and Federal income taxes and self-employment taxes, as applicable), and (ii) to the extent permitted under this Agreement, to other persons who provide services to Consultant in connection with this Agreement.

Confidentiality. During the course of the engagement, Consultant will acquire certain information, including but not limited to, Confidential Information and Trade Secrets, not previously known to Consultant and not known or used generally.

During and after the term of engagement, Consultant agrees to:

Hold in trust, keep confidential, and not disclose to any third party or make any use whatsoever of Confidential Information except as expressly authorized in writing by Celularity;

ii.

Not cause the transmission, removal, or transport by any means, including electronic, of Confidential Information to parties outside of Celularity;

iii.

Take all reasonable actions to assure proper precautions have been taken to prevent unauthorized access to, transmission or dissemination of, the disclosure of, or loss or destruction of Confidential Information;

iv.

Not use, or cause or permit others to use, any Confidential Information for any purpose except as expressly authorized in writing by Celularity in connection with the engagement by Celularity; and

Promptly deliver to Celularity or destroy, upon termination of the engagement or at any other time requested by Celularity, to the extent possible, all Confidential Information in Consultant’s possession or control, including, without limitation, any and all software, data, memoranda, notes, e-mail, records, and other documents, electronic or otherwise, including all copies thereof, constituting or relating to the Confidential Information in Consultant’s possession or control. However, Consultant may retain one (1) archival copy of the Confidential Information in a secure location solely for the purpose of monitoring compliance with this Agreement. Consultant shall make reasonable efforts to destroy associated electronic documents and records. In the event, such electronic documents cannot be destroyed, then Consultant agrees that they shall be maintained as confidential and will not be accessible to third parties.

“Confidential Information” includes any information, materials and data that have been created, discovered, developed, enhanced or modified by Celularity or that have otherwise become known or provided to Celularity by third parties under, whether or not under an obligation of confidentiality, and/or in which property rights have been assigned or otherwise conveyed to Celularity, including, without limitation, information created, discovered, developed, enhanced, modified by Consultant during Consultant’s engagement or arising out of Consultant’s service with Celularity, including, but not limited to, information, materials and data related to: (i) potential trade names, trademarks, service marks, graphics and logos, (ii) any and all actual, proposed or potential customers, subcontractors, vendors or other third parties that have been contacted by Celularity in the course of its business or that may give rise to, or be involved in, the business plans and/or opportunities of Celularity and its affiliated companies (collectively, the “Clients,” and individually, a “Client”), (iii) business plans, research and development plans, financial information, Client and customer data or other subject matter or information pertaining to any business of Celularity or any of its customers, Clients, sponsors,

employees, partners, collaborators, and the like, (iv) research programs, clinical development programs, and regulatory information, and (v) all other proprietary information of Celularity of every kind and nature whatsoever, including, without limitation, Trade Secrets of Celularity. Confidential Information shall not include information that (a) is or becomes publicly available or enters the public domain through no fault of Consultant; (b) is rightfully communicated to Consultant by third parties not bound by confidentiality obligations with respect thereto; (c) is already in Consultant’s possession free of any confidentiality obligations at the time of disclosure, as substantiated by evidence; (d) is independently developed by Consultant, as substantiated by evidence; or (e) is released or disclosed by Celularity without restriction.

Consultant hereby acknowledges that all Confidential Information is and shall remain the property of Celularity and that Celularity is the sole owner of all rights in connection therewith. Consultant assigns and transfers to Celularity any and all right, title and/or interest in and to any and all generated Confidential Information over the course of the engagement with Celularity.

During and after the term of engagement, Consultant will not improperly use or disclose any Confidential Information or Trade Secrets, if any, of any former employer or any other third party to whom Consultant has an obligation of confidentiality and will not bring onto the physical or electronic premises of Celularity any unpublished documents or any property belonging to any former employer or any other third party to whom Consultant has an obligation of confidentiality, unless consented to in writing by that former employer or third party. In the performance of Services, Consultant will use only third party information generally known and used by persons with comparable training and experience, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by Celularity.

In the event that a prior confidentiality or non-disclosure agreement has been executed by the parties, the terms of this Agreement shall supersede the prior agreement.

Intellectual Property.

Consultant agrees to disclose immediately and fully to Celularity any and all original or derivative inventions (whether patentable or not), developments, discoveries, improvements, designs, works of authorship, know-how, Trade Secrets, tangible and intangible information relating to compounds, biological materials, novel bacteria strains, cell lines, samples of assay components and procedures and formulations for producing any such assay components, media and/or novel bacteria strains and/or cell lines, formulations, products, processes, techniques, formulas, methods, developmental or experimental work, clinical data, test data, and any other proprietary information and related improvements (collectively “Intellectual Property”) conceived, developed, proposed or made by Consultant during the course of, or related to, performance of consulting duties, either alone or with others, in whole or in part, on or off Celularity’s premises: (i) during the engagement with Celularity; (ii) with the use of the time, materials, or facilities of Celularity; (iii) relating to any product, service, or activity of Celularity not generally known of which Consultant has knowledge; and/or (iv) suggested by or resulting from any work performed for Celularity using Confidential Information. Consultant further agrees to, and hereby does, assign to Celularity the entire right, title and interest in any and all patent rights, trademarks, copyrights, know-how, Trade Secrets, Confidential Information, and any other intellectual property rights (collectively “Intellectual Property Rights”) arising from or related to such Intellectual Property. At the request of and without charge to Celularity, but at Celularity’s expense, Consultant will execute a written assignment of the same to Celularity and will assign to Celularity any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein.

Consultant agrees to execute all accurate papers and perform any other lawful acts as reasonably requested by Celularity, at Celularity’s expense, for the preparation, prosecution, procurement, and maintenance of any trademark, copyright, and/or patent rights in and for the Intellectual Property in the United States and in any foreign jurisdiction, or in accordance with any International treaty, and in any division, renewal, continuation, or continuation-in-part thereof, or for any reissue, re-examination or any post-issuance procedure or action of any patent issued thereon; and Consultant agrees to execute all accurate papers and perform any other lawful acts, at Celularity’s expense, as reasonably necessary to vest title in Celularity to such rights, including, but not limited to, all trademarks, copyrights, and patents. Consultant further agrees that Celularity shall have the right to use all Intellectual Property or trademark, copyright, and/or patent rights vested therein, in any manner whatsoever. In the event Celularity is unable, after reasonable effort, and in any event after ten (10) business days, to secure Consultant’s signature on a written assignment to Celularity of any application for letters patent or for trademark registration or to any common-law or statutory copyright or other property right therein related to any Intellectual Property, whether because of Consultant’s physical or mental incapacity or for any other reason whatsoever, Consultant irrevocably designates and appoints Celularity and Celularity’s duly designated and authorized officers and agents as attorney-in-fact to act on Consultant’s behalf to execute and file any such application and to do all other lawfully permitted acts to further the prosecution, issuance and/or maintenance of such letters patent, trademark or copyright.

Consultant agrees that Consultant will not be entitled to any additional compensation for providing any of the services in this Section, with the exception that Celularity shall reimburse Consultant for actual expenses incurred in rendering the services.

Consultant agrees, to the extent practicable, to record all descriptions of all work related to Intellectual Property in the manner directed by Celularity as from time to time may be disseminated by Celularity in the form of employee handbooks, Celularity policies, and the like, and agree that all such records and copies, samples and experimental materials will be the exclusive property of Celularity.

To the extent, if any, that any Intellectual Property Rights in the Intellectual Property are not assignable or that, notwithstanding this Agreement, for any reason Consultant retains any right, title or interest in and to any Intellectual Property, Consultant hereby agrees to (a) unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against Celularity with respect to such rights; (b) consents to and joins in any action to enforce such rights at Celularity’s request and expense; and (c) hereby grants to Celularity a perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable (through multiple levels of sublicensees), exclusive, worldwide right and license under such Intellectual Property Rights to make, use, sell, offer for sale, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, import and otherwise use and exploit (and have others exercise such rights on behalf of Celularity) all or any portion of such Intellectual Property. The license granted herein shall commence on creation of the Intellectual Property and shall continue in perpetuity and without regard to the term of this Agreement or the term of the engagement with Celularity. Consultant hereby waives and quitclaims to Celularity any and all claims, of any nature whatsoever, which Consultant now or may hereafter have for infringement of any rights in the Intellectual Property assigned hereunder to Celularity.

In addition to the rights granted to Celularity elsewhere in this Agreement, Consultant agrees that the following interests in copyright shall vest in Celularity:

All Intellectual Property eligible for copyright protection that is first created and prepared by Consultant under this Agreement that is encompassed by the definition of a “work made for

hire” under 17 U.S.C. § 101 of the U.S. Copyright Act of 1976 will be considered a “work made for hire,” and Company will be deemed the sole author and owner of all copyrights in any such works; and

ii.

With respect to all Intellectual Property first created and prepared by Consultant under this Agreement that are not covered by the definition of a “work made for hire” under 17 U.S.C. § 101 of the U.S. Copyright Act of 1976, such that Consultant would be regarded as the copyright author and owner, Consultant hereby assigns to Celularity Consultant’s entire right, title, and interest in and to such works, including all copyrights therein.

“Trade Secrets” include any information kept, owned or controlled by Celularity that provides Celularity with an advantage over competitors who do not have that information. Trade Secrets are valuable because they are not publicly known. Trade Secrets lose their value if they are publicly disclosed. Therefore, Celularity actively guards the secrecy of its Trade Secrets by limiting access to them and requiring anyone granted access to agree in writing to maintain the confidentiality of the information. In addition to any other rights provided herein, Consultant hereby represents and warrants that:

Consultant has read Celularity’s Trade Secret Policy attached hereto as Exhibit A; and

ii.

Consultant fully understands the content of the same; and agrees to act in accordance with Celularity’s Trade Secret Policy.

Notice Regarding Compelled Disclosure. In the event Consultant is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information, Consultant hereby agrees to provide Celularity with prompt notice of such request(s) to enable Celularity to seek an appropriate protective order or pursue other authorized procedures to challenge the attempt to compel disclosure. Consultant hereby agrees to cooperate with Celularity, at Celularity’s expense, in its efforts to challenge such compelled disclosure.

Indemnification. Consultant agrees to defend, indemnify, and hold harmless Celularity and its directors, officers, agents, employees, subsidiaries, and affiliates from and against any claim, action, proceeding, liability, loss, damage, cost, or expense (including, without limitation, attorneys’ fees), arising out of any actual breach of this Agreement resulting in a claim for injury or damages to any person or persons unless such claim was the result of Celularity’s gross negligence or willful misconduct. However, the amount of the Consultant’s indemnification shall not exceed the total amount of compensation received by Consultant under this Agreement.

Acknowledgment and Use of Name. In no event shall any Services rendered by Consultant for Celularity hereunder entitle Consultant to any ownership or economic interest in any intellectual property of Celularity, all of which shall remain the sole and exclusive property of Celularity. Consultant agrees that Celularity may use Consultant’s name, affiliation and brief biography in company information. Consultant agrees that Celularity may use the Consultant’s name, affiliation, and/or biography without advance written permission from Consultant. The use of Consultant’s name, affiliation, and/or biography includes, but is not limited to, Celularity press releases; Celularity’s website; printed materials; discussions or exchanges with a potential business partner, investor, affiliate or collaborator; and endorsement of any Celularity programs, plans, products, or services; and includes quotations made by the Consultant in any Celularity company materials. Celularity also may use the Consultant’s name, affiliation, and/or biography in a manner not specifically listed in the preceding sentence without obtaining Consultant’s advance written permission.

Term. This Agreement shall be effective upon full execution of this Agreement and shall continue in full force and effect for six (6) months from the Effective Date, or until earlier terminated by either party upon sixty (60) days’ advance written notice to the other party, for any reason, with or without cause (the “Initial Term”). This Agreement shall automatically renew for one additional six (6) month term (the “Renewal Term” and collectively with the Initial Term, the “Term”) unless either party provides notice of non-renewal no later than thirty (30) days prior to the commencement of the Renewal Term. Celularity shall only be obligated to pay the consulting fees and reimbursable expenses to Consultant, as per the terms of this Agreement, for pre-approved Services performed prior to the date of expiration or termination of this Agreement. The confidentiality provisions of this Agreement shall survive its termination or expiration for a period of five (5) years thereafter (except with respect Trade Secrets, which shall be held in confidence for so long as they are protected under applicable law of trade secrets).

10.

Other Work. Celularity recognizes and agrees that Consultant may perform services for other third parties, provided that such services do not represent a conflict of interest or a breach of the Consultant’s fiduciary duty to Celularity. Notwithstanding the foregoing, Consultant has not entered into, and agrees that Consultant will not enter into, any agreement either written or oral in conflict herewith. In the event that Consultant terminates the engagement with Celularity, Consultant hereby consents to the notification of the new employer or client, if in the same line of business as Celularity, of Consultant’s rights and obligations under this Agreement.

11.

No Employee Benefits. Consultant shall not be eligible to participate in any of Celularity’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Celularity shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to the Consultant. The Consultant shall comply, at Consultant’s expense, with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, OSHA regulations, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors.

12.

Non-solicitation and Non-circumvention.

During the term of this Agreement and for a period of two (2) years thereafter, neither party (on behalf of such party or any other third party) will, without the prior written consent of the other party, knowingly hire, attempt to hire, or solicit the employment of any employee or officer of the other party or any affiliated company of the same or otherwise interfere with the employment relationship between Celularity or Consultant, as the case may be, and any of their respective employees or officers. Consultant hereby acknowledges that Celularity may identify certain persons and entities with respect to its actual, proposed or potential business plans and opportunities, including, without limitation, actual, proposed or potential customers, clients, consultants, advisors, contractors or other third parties that may give rise to, or be involved in, the business plans and/or opportunities of Celularity and its affiliated companies (collectively, the “Business”).

In consideration therefor, Consultant agrees that, during the term of this Agreement and for a period of one (1) year thereafter, Consultant shall not, directly or indirectly, on Consultant’s own behalf or on behalf of any other third party, circumvent, frustrate or hinder any actual, proposed or potential Business in any manner whatsoever, including, without limitation, by (i) selling to any customer of Celularity, or soliciting any customer for the purpose of selling to such customer, services substantially similar as those that are offered or may be offered by Celularity; or (ii) contacting, dealing, employing or otherwise becoming involved in any transaction with any customer of Celularity; (iii) sharing any

knowledge of the Business to any third party that may use the same to compete with the Business; (iv) aiding, assisting and otherwise facilitating one or more third parties with the formation of any company or entity that would compete with the Business; or (v) otherwise contacting, dealing or otherwise becoming involved in any transaction with any third party relating to or arising out of the Business.

Notwithstanding the foregoing, nothing in this Section shall prevent Consultant from working with any third party on matters that do not relate to the Business. Celularity shall be entitled to receive any gain obtained by Consultant in breach of the foregoing covenants. The parties agree that for the purposes of this Agreement, a customer is any person or entity to which Celularity has provided goods or services at any time during the period commencing six (6) months prior to the date on which the engagement with Celularity began and ending on the date of termination of the engagement with Celularity.

13.

Equitable Remedies. The parties recognize that irreparable injury will result to Celularity if Consultant breaches the confidentiality or intellectual property provisions of this Agreement, and Consultant hereby agrees that Celularity shall be entitled, in addition to any other remedies, damages and relief as may be available under applicable law, to seek an injunction prohibiting Consultant from engaging in any such act, or to specifically enforce this Agreement.

14.

Enforcement of rights. It is understood and agreed that no failure or delay by a party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

15.

Survival. The provisions of Sections 4, 5, 6, 7, 9, 12, 13, 14, 16 and 17 shall survive the termination of this Agreement.

16.

Publication. Celularity may want to publish, or make public, certain information generated or created, in part or in whole, by Consultant. Consultant agrees to cooperate with Celularity in such publication and Consultant will be considered for co-authorship, as appropriate.

17.

General Terms.

Assignment. This Agreement is unique as to Consultant and shall not be assigned or transferred by Consultant without the prior written consent of Celularity. It is understood and agreed that Celularity shall have the right to assign this Agreement to any successor to all or substantially all of its assets and business by dissolution, merger, consolidation, transfer of assets or otherwise, or to any direct or indirect subsidiary of Celularity.

Severability. Should there be any conflict between any provisions hereof and any present or future statute, law, ordinance, regulation, or other pronouncement having the force of law, the latter shall prevail, but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is the result of negotiations between the parties, each of whom shall be deemed to have drawn this Agreement. No negative interference or interpretation shall be made by a court against the draftsman of this Agreement.

Governing Law. The terms of this Agreement shall in all respects be governed by, construed, and interpreted in accordance with the laws of the State of New Jersey, without giving effect to its conflicts of laws, principles or rules. Except for actions seeking injunctive relief (which may be brought in any appropriate jurisdiction) suit under this Agreement shall only be brought in a court of

competent jurisdiction in the State of New Jersey. This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement in any jurisdiction other than that specified in this Section. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section.

Miscellaneous. The Agreement constitutes the entire agreement between the parties regarding the subject matter set forth herein and may only be modified in writing and signed by an authorized representative of both parties. All waivers hereunder must be made in writing by a duly authorized representative of the party against whom the waiver is to operate. Neither party shall, expressly or by implication, represent themselves as having, any authority to make contracts in the name of or binding on the other, or to obligate or bind the other in any manner whatsoever.

Notices. Any notices under this Agreement must be in writing, may be emailed to recipient’s email address, telegraphed, sent by express 24-hour guaranteed courier, or hand-delivered, or may be served by depositing the same in the United States mail, addressed to the party to be notified, postage-prepaid and registered or certified with a return receipt requested. The address of the parties for the receipt of notice shall be as set forth on the first page hereof. Notice to Celularity shall be addressed “Attn: General Counsel.” Each notice given by registered or certified mail shall be deemed delivered and effective on the date of delivery as shown on the return receipt, and each notice delivered in any other manner shall be deemed to be effective as of the time of actual delivery thereof. Each party may change its address for notice by giving notice thereof in the manner provided above.

Counterparts. This Agreement may be executed in one or more counterparts, each of which may be signed and transmitted via facsimile or email with the same validity as if it were an ink-signed document.

In Witness Whereof, the parties hereto have caused this Agreement to be effective as of the date first set forth above.

CELULARITY INC.

By: /s/ Robert J. Hariri

Name: Robert J. Hariri, MD, PhD

Title: CEO

Date: 9/21/2022

CONSULTANT

By: /s/ Andrew L. Pecora

Name: Andrew L. Pecora, MD

Date: 8/23/2022

Exhibit A

Celularity Trade Secret Policy

Purpose

1.1.

This Trade Secret Policy enables Celularity, Inc., including all its subsidiaries and affiliates (collectively “Celularity” or the “Company”), to identify and protect its trade secrets. Celularity considers certain private business information to be “trade secrets.” This Policy enables Celularity to identify, restrict access to, and control the use of its trade secrets, and to take steps to ensure they remain classified. This Policy is intended to assist Celularity officers, directors, managers and employees, as well as third-party consultants and independent contractors who work on Celularity’s behalf, with their obligations to identify and protect Celularity trade secrets.

Scope

2.1.

This Policy applies to all Celularity officers, directors, managers, employees and Celularity affiliated workers, as well as third-party consultants and independent contractors who work on Celularity’s behalf.

Responsibilities

3.1.

Celularity senior management is responsible for ensuring compliance with this Policy.

3.2.

All Colleagues, third-party consultants and independent contractors working on Celularity’s behalf must comply with this Policy.

3.3.

Every Celularity officer, director, manager, employee, and third-party consultant and independent contractor who work on Celularity’s behalf, with access to Celularity trade secrets are responsible for complying with this Policy.

Policy

4.1.

Definition of a Trade Secret

4.1.1.

A trade secret may be generally defined as information that: (a) is the subject of reasonable measures to maintain its secrecy; and (b) derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, the public.

4.2.

Examples of Celularity Trade Secrets

4.2.1.

Trade secrets may include, but need not be limited to, information relating to;

•

Intellectual property, such as unpublished patent, trademark or copyright applications, or invention disclosures.

•

Research and development activities and results, such as formulas, products and materials used in their creation (e.g., prototypes, biological samples, cell products and samples or materials derived therefrom), processes, laboratory notebooks, experiments and experimental data, analytical data, calculations, drawings, vendor/supplier information, reports, know-how and negative know-how (i.e., what does not work), new product

development, clinical study protocols, results and associated data.

•

Manufacturing, such as processes, costs, or vendor/supplier information.

•

Marketing, such as promotional plans, market studies or reports.

•

Any non-public information provided to the Food and Drug Administration.

•

Sales or finance, such as budgets, forecasts, product costs and margins, promotional plans, operating reports, profit and loss statements, call reports, competitive intelligence, or proprietary customer information (e.g., customer lists, pricing information; customer needs); or

•

Quality assurance and control, such as procedures, manuals, or records.

4.2.2.

Tools (e.g., hardware, software, know-how, assays, micro-organisms, biological media) useful or necessary for performing research;

4.2.3.

Information and results concerning research projects or other activities that have led Celularity to the conclusion that a particular approach does not work, is not worth pursuing or will not be pursued; or

4.2.4.

Non-public financial and budgeting information and non-public information about joint ventures, licensing arrangements, strategic alliances, acquisitions, divestitures or similar transactions under consideration or in effect.

4.2.5.

In addition, trade secrets can comprise a collection of generally known facts where the collection of those facts is not generally known. Finally, trade secrets need not be patentable.

4.3.

Treatment of Celularity Trade Secrets

4.3.1.

Celularity requires that its employees take reasonable steps to maintain the secrecy of trade secrets. Reasonable steps may include, by way of illustration, and not limitation:

•

Limiting Third Party Access to Celularity Trade Secrets. Providing access to trade secrets only when necessary to advance a business purpose and then, only subject to the receiving party’s executing a confidential disclosure agreement (CDA) having a term appropriate for the trade secret (e.g., no expiration for trade secrets considered critical) and by which the receiving party agrees to be bound by obligations of confidentiality and use with regard to the trade secret. Information regarding obtaining a CDA can be acquired by contacting Legal.

•

Controlling Access to Celularity Locations. Controlling or preventing access to locations using CDAs, escorts, security badges, guards, gates, and the like.

•

Documents. Ensuring that documents containing trade secrets are kept in a secured location. Marking documents containing trade secrets, including electronic records, conspicuously with the words such as “CONFIDENTIAL” or “PROPRIETARY” or similar such markings; recognizing, however, that even without such markings such information may constitute trade secrets. Restricting the copying or photocopying of trade secrets to an “as needed” basis and disposing of any document containing a trade secret through

shredding or other destructive means and restricting access to such shredded or destroyed material.

•

Computers. Restricting access to electronically stored trade secrets by password protection or other appropriate security measures. Changing your passwords regularly. Prohibiting others from downloading trade secret information. Restricting transmission of trade secrets except under a CDA and transmitting trade secrets in a secure manner (e.g., encrypted methods).

•

Celularity Employees. Trade secrets may only be made available to Celularity employees on a “need to know” basis. Celularity employees should treat all non- public information about Celularity as a Company trade secret unless otherwise instructed by Legal.

•

Third Party Confidential Information. On occasion, Celularity receives confidential information of third parties. Before using or disclosing such information, even internally, it is important to understand Celularity’s obligation to these third parties and the Company’s use of their confidential information. In addition, certain circumstances may require special treatment or procedures for particular types of information. Consult with Legal for suggestions.

4.3.2.

Celularity employees and independent contractors may not take any action that would infringe on the rights of third parties. Celularity employees and independent contractors are prohibited from disclosing to Celularity, or using for Celularity’s benefit, any trade secret belonging to any third party without the written consent of that third party.

4.3.3.

In the event an employee or independent contractor is subject to a non-disclosure or other agreement with respect to the proprietary rights with a former employer, the Celularity employee or independent contractor must strictly comply with any such agreement.

4.4.

Disclosure of Celularity Trade Secrets

4.4.1.

Trade secrets may be disclosed outside of Celularity only in connection with a legitimate business purpose. In these instances, trade secrets may only be disclosed outside of Celularity under the protection of a CDA prepared or approved by Celularity and signed by Legal and the intended recipient of the trade secret; and

4.4.2.

Where disclosure of trade secrets is required in connection with government approval (in which case the governmental entity may refuse to sign a CDA), disclosure of such trade secrets must be first approved by Legal and must be accompanied by a statement identifying the confidential status of the trade secrets being disclosed.

4.5.

Procedure for Identifying and Cataloguing Celularity Trade Secrets

4.5.1.

Celularity conducts regular audits to identify and catalogue trade secrets. The specific activities undertaken during an audit may vary and are undertaken to ensure compliance with this Policy.

4.6.

Measures That May be Implemented

4.6.1.

Access to any Celularity facility should be permitted only after the visiting party has signed a CDA and access should be limited to only areas of the

location necessary to further a legitimate business purpose. Non-Celularity personnel must be accompanied by Celularity personnel at all times. In certain cases, the names and affiliations of potential visitors may need to be submitted and cleared in advance.

4.6.2.

The use of cameras (including cellphones with cameras), audio or visual recorders of any kind, is not permitted in any Celularity location without express written authorization of Legal.

4.6.3.

Visitors are not to make sketches or any diagrammatic representations of the layout, configuration, design, equipment, etc. of anything related to Celularity during a visit.

4.6.4.

Visitors are not permitted to take samples of any Celularity product unless such sample is covered by a CDA.

4.6.5.

Visitors shall be required to leave all bags, briefcases, purses, etc., prior to entry onto a factory floor or into a laboratory.

4.7.

Newly Hired Employees

4.7.1.

This Policy shall be specifically referenced in the Confidential Information & Intellectual Property Agreement signed by all newly hired Celularity employees. In addition, a copy of this Policy shall be provided to each new hire.

4.8.

Departing Employees

4.8.1.

As part of a termination or voluntary departure from Celularity, the departing Celularity employee shall be reminded of their continuing obligations of confidentiality to Celularity with regard to trade secrets and other confidential information of Celularity.

Notice

5.1.

Pursuant to the Defend Trade Secrets Act of 2016, an employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made:

5.1.1.

in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and

5.1.2.

solely for the purpose of reporting or investigating a suspected violation of law; or

5.1.3.

in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

5.2.

Further, an employee who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual:

5.2.1.

files any document containing the trade secret and

5.2.2.

does not disclose the trade secret except pursuant to court order.

Policy Revision

6.1.

This Policy shall be revised as necessary, as determined by Celularity at its sole discretion.

Related Documents and Attachments

•

Confidential Information & Intellectual Property Agreement

References

•

Defend Trade Secrets Act of 2016

Definitions/Abbreviations


Term	Definition
Affiliated Worker	Non-permanent personnel who are used when business needs require additional resources for specific temporary projects or when current skill gaps or shortages exist. This includes, without limitation, consultants, temporary workers, contractors and vendors providing services on behalf of Celularity pursuant to a valid fee-for-services agreement.
Colleague	A person who is hired for a wage, salary, fee or payment to perform work for Celularity, including all directors, officers, managers, employees and agents of Celularity. For the purposes of this Policy, Affiliated Workers are considered Colleagues.
Third Party	A non-Celularity organization such as a Celularity partner, vendor and/or supplier that has a business relationship with Celularity providing businesses and services to or on behalf of Celularity.
Trade Secret	A trade secret may be generally defined as information that: (a) is the subject of reasonable measures to maintain its secrecy; and (b) derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, the public.

Exhibit 10.5

Scientific and Clinical Advisor Agreement

This Scientific and Clinical Advisor Agreement (“Agreement”) is made effective as of September 1, 2022 (the “Effective Date”), by Celularity Inc., a Delaware corporation with an address at 170 Park Avenue, Florham Park, NJ 07932 (including its affiliates and subsidiaries collectively “Celularity”), and Andrew L. Pecora, MD, an individual with an address at 31 Shrewsbury Drive, Rumson, NJ 07760 (the “Advisor”).

WHEREAS, Celularity desires to obtain the advice and counsel of the Advisor regarding Celularity’s business, technical, clinical and scientific matters within the Advisor’s experience and expertise; and

WHEREAS, Celularity would like to engage the Advisor as an independent contractor to provide advice and services to Celularity, and the Advisor is willing to provide such advice and services to Celularity on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Service as an Advisor. The Advisor shall serve as an advisor and provide advice and services to Celularity on a non-exclusive basis for the term of this Agreement (the “Services”). The Advisor shall perform Services hereunder as an independent contractor and not as an employee, agent, joint venturer or partner of Celularity. The Advisor shall have no power or authority to act for, represent or bind Celularity or its affiliates in any manner whatsoever, except as may be expressly agreed on each occasion, in writing, by Celularity. The Advisor agrees to take no action that expresses or implies that the Advisor has such power or authority.

Duties. During the term of this Agreement, the Advisor will provide advice and guidance to Celularity as may be reasonably requested from time to time and shall act as co-chair Celularity’s Scientific and Clinical Advisory Board and participate in Celularity’s Scieitnific and Clinical Advisory Board meetings as requested. In carrying out the duties and performing the Services and observing and performing the covenants and obligations under this Agreement, the Advisor will at all times act honestly, in good faith and in the best interests of Celularity. The Advisor will report directly to the CEOof Celularity, or his designee, in the course of performing the Advisor’s duties, unless otherwise expressly directed by Celularity.

Term. This Agreement shall have an initial term of one (1) year unless otherwise terminated earlier by either party for uncured material breach (the “Initial Term”). Upon expiration of the Initial Term, the agreement may be renewed for subsequent one year terms (each a “Renewal Term”) upon written consent of the parties. The provisions of Sections 4.2, 4.5, 5, 6, and 8.2 shall survive any termination or expiration of this Agreement. In the event this

Agreement is terminated by either party, unpaid expenses through the termination date shall be paid to the Advisor pursuant to Section 4 below.

Compensation and Expenses.

4.1

Compensation. As compensation for the Advisor’s services under this Agreement:

(a)

Celularity shall pay the Advisor an annual fee of fifty thousand US Dollars ($100,000.00 USD).

(b)

Subject to approval by Celularity’s Board of Directors, Celularity shall issue to the Advisor incentive-based compensation in the form of Restricted Stock Units (“RSUs”) equal to one hundred twenty-five thousand 00/100 US Dollars ($125,000.00 USD), at a price per share equal to the fair market value of Celularity’s common stock on the grant date, as determined by Celularity’s Board of Directors. The RSUs shall vest in equal amounts of thirty-one thousand two hundred fifty 00/100 US Dollars ($31,250.00 USD) each year for the next four (4) years and shall be granted under, and subject to, the terms of Celularity’s then current Equity Incentive Plan and an award agreement between Celularity and the Advisor.

4.2

Taxes. It is intended that the compensation paid hereunder will constitute revenue to the Advisor. Celularity shall not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers’ compensation insurance on the Advisor’s behalf. However, Celularity may file informational returns with the appropriate federal and state agencies regarding such payments. The Advisor is solely responsible for the payment of all taxes and contributions on the Advisor’s behalf. To the extent consistent with applicable law, Celularity will not withhold any amounts therefrom as income tax withholding from wages or as employee contributions. The Advisor shall remain solely responsible and agrees to pay all federal, state and local taxes applicable to any compensation paid to the Advisor pursuant to this Agreement.

4.3

Expenses. Celularity agrees to reimburse the Advisor promptly for reasonable and customary out-of-pocket expenses incurred in connection with the Advisor’s services, provided that any single expense item in excess of $1,500, or monthly expense in excess of $2,500 in the aggregate, shall require pre-approval by Celularity. In order to be reimbursed for these business expenses, Consultant shall submit monthly invoices (including all supporting and itemized receipts/documentation for any expenses greater than $15.00) to Celularity. Celularity shall pay the amount of each invoice received from the Advisor within forty-five (45) days of receipt by Celularity unless Celularity has notified the Advisor within such forty five (45) day period that it disputes any particular invoiced item(s), which dispute the parties shall attempt in good faith to resolve. Because the difficulty in substantiating the validity of claims for payment increases with time, Celularity reserves the right to decline to pay on invoices more than ninety (90) days after an expense has been incurred. In no event will Celularity pay on invoices submitted more than one hundred eighty (180) days after an expense has been incurred.

4.4

Basis of Compensation. Nothing contained in this Agreement shall be construed in any manner as an obligation or inducement for Advisor to order and utilize any of Celularity’s products or services in the treatment and care of patients, or to purchase, lease, order, or recommend the purchasing, leasing or ordering of, any products manufactured or distributed by Celularity or any service relating thereto. The parties acknowledge and agree that the compensation set forth herein represents the fair market value of the Services to be provided by Advisor to Celularity, has been negotiated at arms-length, and has not been determined in a manner that takes into account the volume or value of referrals or business, if any, that may otherwise be generated between Celularity and Advisor.

4.5

Reporting Requirements. If applicable, Advisor agrees that the total compensation and related expenses paid to the Advisor pursuant to this Agreement will, if required by law, be reported by Celularity in accordance with all applicable laws and all federal and state reporting requirements, including, but not limited to the Physician Payment Sunshine Act in the United States (Section 6002 of the Patient Protection and Affordable Care Act) as applicable. The Advisor also agrees to reasonably cooperate with Celularity regarding any additional information Celularity may require to comply with such applicable laws and federal and state reporting requirements.

Indemnification. In the performance of services under this Agreement, the Advisor shall be obligated to act only in good faith, and shall not be liable to Celularity for errors in judgment that are not the result of willful misconduct. Celularity agrees to indemnify and hold the Advisor harmless from and against any and all losses, claims, expenses, damages or liabilities, joint or several, to which the Advisor may become subject (including the costs of any investigation and all reasonable attorneys' fees and costs) or incurred by the Advisor, to the fullest extent lawful, in connection with any pending or threatened litigation, legal claim or proceeding arising out of or in connection with the services rendered by the Advisor under this Agreement; provided, however, that the foregoing indemnity shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of or in connection with the Advisor’s willful misconduct or fraud, or material breach this Agreement. The terms and provisions of this Section 5 shall survive termination or expiration of this Agreement.

Confidential Information; Developments; Non-Solicitation.

6.1

As used in this Agreement, “Confidential Information” means any and all confidential or proprietary technical, trade and business information furnished, in any medium, or disclosed in any form or method, including orally, by Celularity to the Advisor under this Agreement, or discovered by the Advisor under this Agreement through any means, including observation, including, but not limited to, information about Celularity’s employees, officers, directors, suppliers, customers, affiliates, businesses and business relationships; manufacturing processes and methods, plans or strategies, sources of supply, customer lists and markets; sales, profits, pricing, other financial data and know-how; financial projections, business plans, marketing plans, marketing materials, logos and designs; personnel statistics; current and future products, designs, developments, capabilities, inventions, prototypes, models, drawings, specifications, methods and trade secrets; technical data, inventions, processes, algorithms, formulae, franchises, databases, computer programs, user interfaces, source codes, object codes, architectures and structures,

display screens, layouts, development tools and instructions, templates and other trade secrets; and such other information normally understood to be confidential or otherwise designated as such in writing by Celularity under this Agreement, as well as information discerned from, based on or relating to any of the foregoing which may be prepared or created by the Advisor under this Agreement. “Confidential Information” shall not include:

(a)

information that is publicly available as of the date of this Agreement; or

(b)

information that subsequently becomes publicly available or generally known in the industry through no fault of the Advisor, provided that such information shall be deemed Confidential Information until such time as it becomes publicly available or generally known.

6.2

The Advisor shall retain all Confidential Information in trust for the sole benefit of Celularity, its successors and assigns, and shall comply with any and all procedures adopted from time to time to protect and preserve the confidentiality of any Confidential Information. The Advisor shall not at any time, during or after the term of this Agreement, directly or indirectly, divulge, use or permit the use of any Confidential Information, except as required by the Advisor's services under this Agreement. Advisor agrees to employ reasonable steps to protect Confidential Information from unauthorized or inadvertent disclosure, but at a minimum to the same extent as the Advisor protects the Advisor's own confidential information. Upon expiration or termination of this Agreement and upon Celularity's request during the term of this Agreement, the Advisor shall promptly return any and all tangible Confidential Information (whether written or electronic) to Celularity, including all copies, abstracts or derivatives thereof.

6.3

Celularity shall own all right, title and interest in all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Advisor or jointly with others in the course of the Advisor’s performance of services under this Agreement or using Celularity's Confidential Information (collectively, “Developments”). The Advisor agrees to make full and prompt disclosure to Celularity of all Developments and provide all Developments to Celularity. Advisor hereby assigns to Celularity or its designee all of the Advisor’s right, title and interest in and to any and all Developments. The Advisor agrees to cooperate fully with Celularity, both during and after the term of this Agreement, with respect to the procurement, maintenance and enforcement of intellectual property rights (both in the United States and foreign countries) cover any Developments. The Advisor shall sign all documents which may be necessary or desirable in order to protect Celularity's rights in and to any Developments, and the Advisor hereby irrevocably designates and appoints each officer of Celularity as the Advisor's agent and attorney-in-fact to execute any such documents on the Advisor's behalf, and to take any and all actions as Celularity may deem necessary or desirable in order to protect its rights and interests in any Developments. Notwithstanding anything to the contrary above, this Section 6.3 does not apply to an invention for which no equipment, supplies, facility or trade secret information of Celularity was used and which was developed entirely on the Advisor's own time, unless the invention relates to the business of Celularity or to Celularity’s actual or demonstrably anticipated

research or development, or the invention results from any work performed by the Advisor for Celularity.

6.4

The Advisor acknowledges that Celularity competes with other businesses that are or could be located anywhere; that the provisions of this Agreement are reasonable and necessary to protect and preserve Celularity’s business interests; and that the unauthorized disclosure, use or disposition of any Confidential Information in breach of this Agreement may cause irreparable harm and significant injury for which there is no adequate remedy at law. Accordingly, the parties agree Celularity shall have the right to immediate injunctive relief in the event of any breach or threatened breach of the obligations in this Section 6, without security or bond, in addition to any other remedies that may be available to Celularity at law or in equity. The terms and provisions of this Section 6 shall survive termination or expiration of this Agreement.

6.5

As additional protection for Confidential Information, Advisor agrees that during the period over which it is providing services under this Agreement, and for one year thereafter, Advisor will not encourage or solicit any employee or consultant of Celularity to leave Celularity for any reason.

Publicity. Celularity shall, with prior written approval by the Advisor, have the right to use the name, biography and picture of the Advisor on Celularity’s website, marketing and advertising materials.

Other Relationships.

8.1

During the term of this Agreement, and subject to Advisor’s obligation to the Institution, the Advisor shall provide Celularity with prior written notice if the Advisor intends to provide any services, as an employee, consultant or otherwise, to any person, company or entity that competes directly with Celularity, which written notice shall include the name of the competitor. It is understood that, in such event, Celularity will review whether the Advisor's activities are consistent with the Advisor remaining an Advisor to Celularity.

8.2

During the period that is six (6) months after the expiration or termination of this Agreement, and subject to Advisor’s obligation to the Institution, the Advisor shall provide Celularity with written notice any time that the Advisor provides any services, as an employee, consultant or otherwise, to any person, company or entity that competes directly with Celularity.

8.3

Notwithstanding anything to the contrary contained herein, Celularity hereby consents to the Advisor providing services, as an employee, consultant or otherwise, to the following companies: FORMTEXT none.

No Conflicts. The Advisor represents and warrants to Celularity that the Advisor is free to enter into this Agreement and the services to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which the Advisor is bound. Celularity recognizes that Advisor is currently affiliated with a medical and research institution (“Institution”) and in connection with such affiliation, Advisor has entered into agreements with

Institution relating to ownership of intellectual property, conflicts of interest, and other matters, and is subject to certain policy statements (collectively, “Institution Agreement”). If any provisions of this Agreement conflict with the Institution Agreement, the terms of the Institution Agreement govern to the extent of such conflict, and the conflicting provisions of this Agreement shall not apply.

10.

Debarment.

10.1

Advisor hereby certifies that he or she has never been debarred under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335a(a) or (b), or sanctioned by a Federal Health Care Program (as defined in 42 U.S.C. § 1320 a-7b(f)), including, but not limited to, the federal Medicare or a state Medicaid program, or debarred, suspended, excluded, or otherwise declared ineligible from any federal agency or program. In the event that during the term of this Agreement, Consultant (i) becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible; or (ii) receives notice of an action or threat of an action with respect to any such debarment, suspension, exclusion, sanction, or ineligibility, Consultant agrees to immediately notify Celularity. The Advisor also agrees that in the event that he or she becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible, he or she shall immediately cease all activities relating to this Agreement.

10.2

In the event that Advisor becomes debarred, suspended, excluded, sanctioned, or otherwise declared ineligible, this Agreement shall automatically terminate, without any further action or notice by either party. In the event that Celularity receives notice from Advisor or otherwise becomes aware that (i) a debarment, suspension, exclusion, sanction, or declaration of ineligibility action has been brought against Advisor; or (ii) Advisor has been threatened with a debarment, suspension, exclusion, sanction, or ineligibility, then Celularity shall have the right to terminate this Agreement immediately.

10.3

Advisor hereby certifies that it has not and will not use in any capacity the services of any individual, corporation, partnership, or association which has been debarred under 21 U.S.C. Sec. 335a(a) or (b), or listed in the DHHS/OIG List of Excluded Individuals/Entities or the General Services Administration's Listing of Parties Excluded from Federal Procurement and NonProcurement Programs. In the event Advisor becomes aware of the debarment, suspension, exclusion, sanction, or ineligibility, or threatened debarment, suspension, exclusion, sanction, or ineligibility of any individual, corporation, partnership, or association providing services to Advisor which directly or indirectly relate to the activities under this Agreement, Advisor shall notify Celularity immediately. Upon the receipt of such notice by Advisor, or if Celularity otherwise becomes aware of such debarment, suspension, exclusion, sanction, or ineligibility, or threatened debarment, suspension, exclusion, sanction, or ineligibility, Celularity shall have the right to terminate this Agreement immediately.

11.

Notices. Notices are to be delivered in writing, in the case of Celularity, to Celularity, Inc., 33 Technology Drive, Warren, NJ 07059, Attention: General Counsel, and in the case of the Advisor, to the address set forth below, or to such other address as may be given by each party from time to time under this Section. Notices shall be deemed properly given upon personal

delivery, the day following deposit by overnight carrier, or three (3) days after deposit in the U.S. mail.

12.

Parties in Interest; Assignment. This Agreement is made solely for the benefit of the Advisor and Celularity, its shareholders, directors and officers. No other person shall acquire or have any right under or by virtue of this Agreement. No party may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, provided however, that, without such consent Celularity may assign this Agreement in connection with the transfer or sale of all, or substantially all, of its assets or business to which this Agreement relates, or the merger or consolidation of Celularity with another entity. Any attempted sale, assignment, transfer, conveyance, or delegation in violation of this Section shall be void.

13.

Entire Agreement; Amendments; Severability; Counterparts. This Agreement constitutes the entire agreement and understanding of the parties, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth in this Agreement. No provision of this Agreement may be amended, modified or waived, except in a writing signed by the parties. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, and if any restriction in this Agreement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. This Agreement may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument.

14.

Applicable Law; Jurisdiction. This Agreement shall be interpreted and construed in accordance with the laws of New Jersey. Any and all claims, controversies and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort or statute, shall be governed by the laws of the State of New Jersey, including its statutes of limitations, without giving effect to any conflict-of-laws rule that would result in the application of the laws of a different jurisdiction. Any action arising out of this agreement shall be brought exclusively in a court of competent jurisdiction located in Morris County, New Jersey or the Federal District Court for the State of New Jersey.

15.

Waiver. The waiver of either party or the failure by either party to claim a breach of any provision of this Agreement shall not be deemed to constitute a waiver or estoppel with respect to any subsequent breach or with respect to any provision thereof. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of this right hereafter to insist upon strict adherence to that term of any other term of this Agreement. Any waiver must be in writing and signed by the waiving party.

16.

Authority. This Agreement has been duly authorized, executed and delivered by and on behalf of Celularity and the Advisor.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


Andrew l. pecora, MD	Celularity Inc.
By: /s/ Andrew L. Pecora Name: Andrew L. Pecora, M.D. Date: August 23, 2022	By: /s/ Robert J. Hariri Name: Robert J. Hariri, MD, PhD Title: Chairman & CEO Date: September 21, 2022

Exhibit 10.6

Amended and Restated
Employment Agreement

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Stephen Brigido (“Executive”) and Celularity Inc. (the “Company”), effective as of April 1, 2022 (the “Effective Date”).

Executive is employed by the Company as its President, Functional Regeneration pursuant to an Amended and Restated Employment Agreement with the Company effective as of the closing of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization dated as of January 7, 2021, by and among the Company, GX Acquisition Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GX (the “Prior Agreement”), which is superseded by this Agreement;

The Company desires to continue to employ Executive and, in connection therewith, to compensate Executive for Executive’s personal services to the Company from and after the Effective Date; and

Executive wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

EMPLOYMENT BY THE COMPANY.

1.1

At-Will Employment. Executive shall continue to be employed by the Company on an “at-will” basis, meaning either the Company or Executive may terminate Executive’s employment at any time, with or without Cause (as defined in Section 6.2(e) below), Good Reason (as defined in Section 6.2(d) below), or advance notice. Any contrary representations that may have been made to Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between Executive and the Company on the “at-will” nature of Executive’s employment with the Company, which may be changed only in an express written agreement signed by Executive and a duly authorized officer of the Company. Executive’s rights to any compensation following a termination shall be only as set forth in Section 6 or under any applicable benefit or equity plan.

1.2

Position. Subject to the terms set forth herein, the Company agrees to continue to employ Executive and Executive hereby accepts such continued employment. In addition, Executive shall continue to serve as President, Functional Regeneration. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities.

1.3

Duties. Executive will report to the Chief Executive Officer and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as President, Functional Regeneration, as shall reasonably be assigned to Executive, subject to the oversight and direction of the Chief Executive Officer. Executive shall be expected to continue to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the Company, Executive continues to be required to maintain in good standing any licenses and certifications necessary for the performance of Executive’s duties for the Company.

1.4

Location. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate headquarters, currently in Florham Park, New Jersey, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

1.5

Company Policies and Benefits. The employment relationship between the parties shall continue to be subject to the Company’s written personnel policies and procedures as they may be adopted, revised, or deleted from time to time in the Company’s sole discretion. Executive will continue to be eligible to participate on the same basis as similarly-situated employees in the Company’s benefit plans in effect from time to time during Executive’s employment in accordance with the terms of such benefit plans. Subject to the preceding sentence, the Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

1.6

Insurance. While this Agreement is in effect, for actions within the scope of Executive’s employment, the Company will include Executive as an insured at a level comparable to similarly-situated employees at the Company in its Directors and Officers Liability insurance policy in effect from time to time.

COMPENSATION.

2.1

Salary. Commencing on the Effective Date, Executive shall receive an annualized base salary payable at a rate of $425,000, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).

2.2

Bonus.

(a)

performance and the Company’s attainment of targeted goals (as established by the Board or a committee thereof in its sole discretion) over the applicable calendar year. The Annual Bonus, if any, will be subject to applicable payroll deductions and withholdings. No amount of any Annual Bonus is guaranteed at any time, and, except as otherwise stated in Sections 6.2(a)(iii) or 6.3(a)(iii), Executive must be an employee in good standing through the date the Annual Bonus is paid to be eligible to receive an Annual Bonus and no partial or prorated bonuses will be provided. Unless otherwise stated in Section 6, any Annual Bonus, if awarded, will be paid at the same time annual bonuses are generally paid to other similarly-situated employees of the Company. Executive’s eligibility for an Annual Bonus is subject to change in the discretion of the Board (or any authorized committee thereof).

(b)

Upon Termination. Except as otherwise stated in Section 6, in the event Executive leaves the employ of the Company for any reason prior to the date the Annual Bonus is paid, Executive is not eligible to earn such Annual Bonus, prorated or otherwise.

2.3

Company Equity Awards. Subject to approval of the Board, Executive may be granted incentive equity awards pursuant and subject to the Company’s 2021 Equity Incentive Plan (the “Plan”) and other documents issued in connection with such grants, if any. The specific terms and conditions of any such grants will be as set forth in the Plan and other applicable documents, which Executive may be required to sign, and shall be subject to all of the terms and conditions of the Plan and the relevant documents.

2.4

Expense Reimbursement. The Company will reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy, subject to any applicable payroll withholdings and deductions (if any). For the avoidance of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION OBLIGATIONS. In connection with Executive’s continued employment with the Company, Executive will continue to receive and continue to have access to the Company’s confidential information and trade secrets. Accordingly, and in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to sign the Company’s Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Confidential Information Agreement”), attached as Exhibit A, which contains certain confidentiality, non-disclosure, non-solicitation and non-competition obligations, among other obligations. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination or expiration of this Agreement and will supersede, prospectively only, any agreement that Executive previously signed relating to the same subject matter.

OUTSIDE ACTIVITIES. Except with the prior written consent of the Board, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation,

or business enterprise except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit, and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s position with the Company, and (iii) such other activities as may be specifically approved by the Chief Executive Officer, in the cases of (i)-(iii), so long as such activities do not interfere or conflict with the performance of Executive’s duties and responsibilities under this Agreement. This restriction shall not, however, preclude Executive from (x) owning less than one percent (1%) of the total outstanding shares of a publicly-traded company, (y) managing Executive’s passive personal investments, or (z) employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act of 1933, as amended. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

NO CONFLICT WITH EXISTING OBLIGATIONS. Executive represents that Executive’s performance of all the terms of this Agreement and continued service as an employee of the Company do not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith or with Executive’s duties to the Company.

TERMINATION OF EMPLOYMENT. The parties acknowledge that Executive’s employment relationship with the Company continues to be at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as defined below) or advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Executive upon termination of employment and do not alter this at-will status.

6.1

Termination by Virtue of Death or Disability of Executive.

(a)

In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(c) below) due to Executive.

(b)

Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability (as defined below). Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event

Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive.

(c)

In the event Executive’s employment is terminated based on Executive’s death or Disability, Executive will not receive the Non-CIC Severance Benefits (as defined below), the CIC Severance Benefits (as defined below), or any other severance compensation or benefit, except that (i) the Company will provide the Accrued Obligations (as stated in Sections 6.1(a) and 6.1(b)); and (ii) and provided that Executive (or Executive’s legal representatives, in the event of Executive’s death) comply with the Separation Agreement requirement stated in 6.2(a)-(b) below, then the Company will pay Executive (or Executive’s legal representatives, in the event of Executive’s death) an amount equal to the Target Bonus under Section 2.2 for the calendar year in which Executive’s termination occurs, prorated for any partial year of employment on the basis of a 365-day year, less applicable withholdings and deductions, and payable in a lump sum on the later of (x) the date that annual performance bonuses are normally paid to other executives at the Company for that calendar year or (y) the Release Date (as defined below), but in no event later than March 15 of the year following the year to which the bonus is attributable.

6.2

Termination by the Company or Resignation by Executive (not in connection with a Change in Control).

(a)

The Company shall have the right to terminate Executive’s employment pursuant to this Section 6.2 at any time (subject to any applicable cure period stated in Section 6.2(e)) with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(d) below for any resignation for Good Reason. If Executive is terminated by the Company (with or without Cause) or resigns from employment with the Company (with or without Good Reason), then Executive shall be entitled to the Accrued Obligations (as defined below). In addition, if Executive is terminated without Cause or resigns for Good Reason, in either case, outside of the Change in Control Measurement Period (as defined below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and further provided that Executive timely executes and allows to become effective a separation agreement that includes, among other terms, a general release of claims in favor of the Company and its Affiliates and representatives, in the form presented by the Company (the “Separation Agreement”), and subject to Section 6.2(b) (the date that the general release of claims in the Separation Agreement becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then Executive shall be eligible to receive the following severance benefits (collectively the “Non-CIC Severance Benefits”):

(i)

The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve (12) months (the “Non-CIC Severance”). The Non-CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the Non-CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the

Release Date shall instead accrue and be made on the first regular payroll date following the Release Date;

(ii)

Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “Non-CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the Non-CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;

(iii)

The Company will pay Executive an amount equal to the Target Bonus under Section 2.2 for the calendar year in which Executive’s termination occurs, prorated for any partial year of employment on the basis of a 365-day year, less applicable withholdings and deductions, payable in a lump sum on the later of (x) the date that annual performance bonuses are normally paid to other executives at the Company for that calendar year or (y) the Release Date, but in no event later than March 15 of the year following the year to which the bonus is attributable; and

(iv)

Notwithstanding the terms of any equity plan or award agreement to the contrary, the unvested portion of all time-based equity awards outstanding on the date of Executive’s termination that would have vested over the twelve (12) month period following the date of Executive’s termination had Executive remained continuously employed by the Company during such period will be automatically vested and exercisable as of the date of Executive’s termination.

(b)

under this Agreement and the Confidential Information Agreement; (iii) complying with the Separation Agreement, including without limitation any non-disparagement and confidentiality provisions contained therein; and (iv) resignation from any other positions Executive holds with the Company, effective no later than Executive’s date of termination (or such other date as requested by the Board).

(c)

For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid Base Salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

(d)

For purposes of this Agreement, “Good Reason” means any of the following actions taken by the Company without Executive’s express prior written consent: (i) a material reduction by the Company of Executive’s Base Salary (other than in a broad based reduction similarly affecting all other members of the Company’s executive management); (ii) the relocation of Executive’s principal place of employment from the Company’s Florham Park, New Jersey office, without Executive’s consent, to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation; or (iii) a material reduction in Executive’s duties, authority, or responsibilities for the Company relative to Executive’s duties, authority, or responsibilities in effect immediately prior to such material reduction, provided, however, that neither the conversion of the Company to a subsidiary, division or unit of an acquiring entity in connection with a change in control, nor a change in title or Executive’s reporting relationships will be deemed a “material reduction” in and of itself; provided further, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of Executive’s intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company is being terminated; and (4) Executive voluntarily terminates Executive’s employment within thirty (30) days following the end of the Cure Period.

(e)

For purposes of this Agreement, “Cause” for termination shall mean that Executive has engaged in any of the following: (i) a material breach of any covenant or condition under this Agreement, the Confidential Information Agreement, or any other material agreement between the parties; (ii) any act constituting dishonesty, fraud, immoral or disreputable conduct; (iii) any conduct which constitutes a felony under applicable law; (iv) material violation of any Company policy (including those pertaining to discrimination or harassment); (v) refusal to follow or implement a clear, lawful and reasonable directive of Company; (vi) gross negligence or incompetence in the performance of Executive’s duties after the expiration of ten (10) days without cure after written notice of such failure; or (vii) breach of fiduciary duty to the Company.

(f)

The Non-CIC Severance Benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise

be entitled under any Company severance plan, policy, or program. For avoidance of doubt, Executive shall not be eligible to receive both CIC Severance Benefits and Non-CIC Severance Benefits.

(g)

Any damages caused by the termination of Executive’s employment without Cause not in connection with a Change in Control (as defined in the Plan) would be difficult to ascertain; therefore, the Non-CIC Severance Benefits for which Executive is eligible pursuant to Section 6.2(a) above in exchange for the Separation Agreement is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

(h)

If the Company terminates Executive’s employment for Cause, or Executive resigns from employment with the Company without Good Reason, regardless of whether or not such termination is in connection with a Change in Control, then Executive shall be entitled to the Accrued Obligations, but Executive will not be eligible for the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit.

6.3

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).

(a)

In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”):

(i)

The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve (12) months (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date;

(ii)

violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;

(iii)

The Company will make a lump sum cash payment to Executive in an amount equal to one (1) time the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; and

(iv)

Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full.

(b)

The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program.

(c)

Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Separation Agreement are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

6.4

Cooperation With the Company After Termination of Employment. Following termination of Executive’s employment for any reason, Executive shall reasonably cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other executives as may be designated by the Company.

6.5

Effect of Termination. Executive agrees that should Executive’s employment be terminated for any reason, Executive shall be deemed to have resigned from any and all positions with the Company, including, but not limited to, all positions with any and all subsidiaries and Affiliates of the Company.

1.1

Application of Section 409A.

(a)

It is intended that all of the compensation payable under this Agreement, to the greatest extent possible, either complies with the requirements of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or satisfies one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent with such intention, incorporating by reference all required definitions and payment terms.

(b)

No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

(c)

To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the severance benefits provided under this Agreement constitute “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 or 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.6(c).

(d)

To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment.

6.6

Excise Tax Adjustment.

(a)

Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

(b)

Notwithstanding any provision of this Section 6.7 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

(c)

Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control transaction, the Company shall appoint a nationally-recognized accounting or law firm to make the determinations required by this Section 6.7. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.

(d)

If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 6.7(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 6.7(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 6.7(a), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

GENERAL PROVISIONS.

7.1

Notices. Any notices required hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail or confirmed facsimile if sent during normal business hours of the recipient, and if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally- recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the Company at its primary office location and to Executive at Executive’s address as listed on the Company payroll or (if notice is given prior to Executive’s termination of employment) to Executive’s Company-issued email address, or at such other address as the Company or Executive may designate by ten (10) days’ advance written notice to the other.

7.2

Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

7.3

Waiver. If either party should waive any breach of any provisions of this Agreement, Executive or the Company shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

7.4

Complete Agreement. This Agreement (including Exhibit A), and any other separate agreement relating to equity awards constitute the entire agreement between Executive and the Company with regard to the subject matter hereof and supersede any prior oral discussions or written communications and agreements, including the Prior Agreement. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in writing signed by Executive and an authorized officer of the Company.

7.5

Counterparts. This Agreement may be executed by electronic transmission and in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

7.6

Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

7.7

Successors and Assigns. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any company or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said company or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement

or its rights and obligations hereunder. Executive may not assign or transfer this Agreement or any rights or obligations hereunder, other than to Executive’s estate upon Executive’s death.

7.8

Choice of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the State of New Jersey.

1.2

Resolution of Disputes. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising out of Executive’s employment with the Company or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family and Medical Leave Act, the Employee Retirement Income Security Act (“ERISA”), and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy and further shall not apply to discrimination, harassment, or retaliation claims to the extent prohibited by applicable law. The location for the arbitration shall be the Northern New Jersey area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims, in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By electing arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a federal, state or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement on the day and year first written above.


	CELULARITY INC.
	By:	/s/ Robert J. Hariri
	Name	Robert J. Hariri, MD, PhD
	Title	Chief Executive Officer
	EXECUTIVE:
	By:	/s/ Stephen Brigido
	Name	Stephen Brigido

Exhibit A

EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON‑COMPETITION AGREEMENT

EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT

In consideration of my continued employment by Celularity Inc. and its subsidiaries, parents, affiliates, successors and assigns (together, “Company”) and the compensation now and later paid to me, I hereby enter into this Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Agreement”) and agree as follows:

CONFIDENTIAL INFORMATION PROTECTIONS.

7.9

Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable interest therein. At all times during and after my employment, I will hold in strict confidence and will not disclose, use, lecture upon or publish any of Company’s Confidential Information, except as such disclosure, use, lecture or publication may be required in connection with my work for Company and solely for the benefit of Company, or unless an officer of Company has expressly authorized such disclosure, use, lecture or publication in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates any Confidential Information. I hereby assign to Company any rights, title or interest I may have or acquire in such Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns. I will take all reasonable precautions to prevent the unauthorized disclosure of Confidential Information, and will promptly notify Company if I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit for retaliation by Company for reporting a suspected violation of law, I may disclose Company’s trade secrets to my attorney and use the trade secret information in the court proceeding if I: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of

law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure.

7.10

Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information of Company. By way of illustration but not limitation, “Confidential Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, compositions of matter, models, methods, software in source or object code versions, data and databases, programs, drawings, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology, whether or not patentable or protectable by copyright, and all Intellectual Property Rights therein (collectively, “Inventions”); (b) information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting Company business, suppliers and supplier information, and purchasing; (c) information regarding customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of Company and other non-public information relating to customers and potential customers; (d) information regarding any of Company’s business partners and their services, including names; representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by Company, and other non-public information relating to business partners; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information which a competitor of Company could use to the competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which was known to me prior to employment with Company, provided I have no knowledge that the source of such information was bound by a confidentiality agreement or other obligation of secrecy to Company or third party or which is generally known in the trade or industry through no breach of this Agreement or other act or omission by me. This Section 1.2 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that, prior to disclosure, I shall first have given reasonable notice to Company so that Company can elect to seek a protective order or other available protections.

7.11

Third Party Information. I understand, in addition, that Company has received and in the future will receive from third parties their confidential and/or proprietary knowledge, data or information (“Third Party Information”) subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During my employment and thereafter, I will hold Third Party Information in confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for Company) or use, disclose, lecture upon or publish, except in connection with my

work for Company, Third Party Information unless expressly authorized by an officer of Company in writing.

7.12

Term of Nondisclosure Restrictions. I understand that Confidential Information and Third Party Information is never to be used or disclosed by me, as provided in this Section 1. If a temporal limitation on my obligation not to use or disclose such information is required under applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, I agree and Company agrees that the two (2) year period after the date my employment ends will be the temporal limitation relevant to the contested restriction, provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.

7.13

No Improper Use of Information of Prior Employers and Others. During my employment by Company, I will not improperly use or disclose confidential information, trade secrets or any other Intellectual Property Rights of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of Company or use any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I represent that my performance of all the terms of this Agreement and my duties as employee of Company will not breach any invention assignment, proprietary information, confidentiality, non-compete, non-solicitation or similar agreement with any former employer or other party.

ASSIGNMENTS OF INVENTIONS.

8.1

Definitions. As used in this Agreement, the term “Intellectual Property Rights” means all trade secrets, Copyrights, trademarks, mask work rights, patents, patent applications and invention disclosures, and other intellectual property rights recognized by the laws of any jurisdiction or country; the term “Copyright” means the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (as a literary, musical, or artistic work) recognized by the laws of any jurisdiction or country; and the term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.

8.2

Inventions in any product or service of Company, in each case without informing Company in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, unless Company and I agree otherwise in writing as to particular Excluded Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above and whether not consent is sought or obtained), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions.

8.3

Assignment of Company Inventions. Inventions assigned to Company, or to a third party as directed by Company pursuant to Section 2.6, are referred to in this Agreement as “Company Inventions” and will be the sole and exclusive property of Company. Subject to Section 2.4 (Unassigned or Nonassignable Inventions) and except for Excluded Inventions set forth in Exhibit A, I hereby assign to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, developed or reduced to practice by me, or acquired by me, either alone or jointly with others, during the period of my employment by Company. To the extent required by applicable Copyright laws, I agree to assign in the future (when any copyrightable Inventions are first fixed in a tangible medium of expression) my Copyright rights in and to such Inventions. Any assignment of Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights, even after termination of my work on behalf of Company. I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions (and any Intellectual Property Rights with respect thereto).

8.4

Unassigned or Nonassignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any Invention that I developed entirely on my own time without using Company’s equipment, supplies, facilities, trade secrets or Confidential Information, except for those Inventions that either (i) relate to Company’s actual or anticipated business, research or development, or (ii) result from or are connected with work performed by me for Company. In addition, this Agreement does not apply to any Invention which qualifies fully for protection from assignment to Company under New Jersey Statutes Annotated § 34:1B-265 (“New Jersey Inventions Law”).

8.5

in writing of any Inventions that I believe fully qualify for protection under the provisions of the New Jersey Inventions Law; and I will at that time provide to Company in writing all evidence necessary to substantiate that belief. Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any Confidential Information disclosed in writing to Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of the New Jersey Inventions Law. I will preserve the confidentiality of any Invention that does not fully qualify for protection under the New Jersey Inventions Law.

8.6

Government or Third Party. I agree that, as directed by Company, I will assign to a third party, including without limitation the United States government or its agencies, all my right, title, and interest in and to any particular Company Invention.

8.7

Ownership of Work Product.

(a)

I acknowledge and agree that all original works of authorship and other work product which are created, prepared, produced, authored, edited, amended, conceived or otherwise made by me (solely or jointly with others) within the scope of my employment and which are protectable by Copyright (“Work Product”) are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101) and that Company will be considered the author and owner of such Work Product.

(b)

I agree that Company will exclusively own all Work Product, and I hereby irrevocably and unconditionally assign to Company all right, title, and interest worldwide in and to such Work Product. I understand and agree that I have no right to publish on, submit for publishing, or use for any publication any Work Product, except as necessary to perform services for Company.

8.8

Protection and Enforcement of Intellectual Property Rights and Assistance. I will assist Company in every proper way to obtain, maintain, and from time to time enforce, United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents (including copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney) and perform such other acts (including appearances as a witness) as Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Intellectual Property Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Intellectual Property Rights to Company or its designee, including the United States government or its agencies or any third party designated by Company. My obligation to assist Company with respect to Intellectual Property Rights relating to such Company Inventions in any and all countries will continue beyond the termination of my employment with Company, but Company will compensate me at a reasonable rate after my termination for the time actually spent by me at Company’s request on such assistance. In the event Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in this paragraph, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the

preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Intellectual Property Rights assigned under this Agreement to Company.

8.9

Incorporation of Software Code. I agree that I will not incorporate into or link with any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except in strict compliance with any policies of Company regarding the use of such software.

RECORDS. I agree to keep and maintain adequate and current records (in the form of notebooks, files, letters, notes, memoranda, reports, records, data, sketches, drawings and in any other form that is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my employment at Company, which records will be available to and remain the sole property of Company at all times.

10.

DUTY OF LOYALTY DURING EMPLOYMENT. I agree that during the period of my employment by Company I will not, without Company’s express written consent, directly or indirectly engage in any employment, engagement, or business activity which is directly or indirectly competitive with, or would otherwise conflict with, my employment by Company.

11.

NO SOLICITATION OF EMPLOYEES, CONSULTANTS, CONTRACTORS, OR CUSTOMERS OR POTENTIAL CUSTOMERS. I acknowledge that, because of the nature of my work for Company, my solicitation, serving or retention of certain customers, consultants or partners with whom Company does business from time to time related to my work for Company would necessarily involve the use or disclosure of Confidential Information, and the relationships and goodwill of Company and would otherwise impair the legitimate business interests of Company. Accordingly, I agree that during the period of my employment and for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company:

11.1

solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant, or independent contractor of Company to terminate his or her relationship with Company, even if I did not initiate the discussion or seek out the contact;

11.2

solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any employee, consultant, or independent contractor of Company with whom I came into contact during the then immediately preceding 24 month period, but ending on the last day of my employment with Company, to terminate his or her relationship with Company to render services to me or any other person or entity that researches, develops, markets, sells, performs or provides or is preparing to develop, market, sell, perform or provide Conflicting Services (as defined in Section 6 below);

11.3

hire, employ, or engage in a business venture with as partners or owners or other joint capacity, or attempt to hire, employ, or engage in a business venture as partners or owners or other joint capacity, with any person then employed by Company or who has left the employment of Company, for any reason, within the preceding three (3) months to research, develop, market, sell, perform or provide Conflicting Services;

11.4

solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter its relationship with Company;

11.5

solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Conflicting Services; or

11.6

perform, provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.

The parties agree that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who or which, at any time during the one (1) year period prior to my contact with such person or entity as described in Sections 5.4-5.6 above if such contact occurs during my employment or, if such contact occurs following the termination of my employment, during the one (1) year period prior to the date my employment with Company ends: (i) contracted for, was billed for, or received from Company any product, service or process with which I worked directly or indirectly during my employment by Company or about which I acquired Confidential Information; or (ii) was in contact with me or in contact with any other employee, owner, or agent of Company, of which contact I was or should have been aware, concerning the sale or purchase of, or contract for, any product, service or process with which I worked directly or indirectly during my employment with Company or about which I acquired Confidential Information; or (iii) was solicited by Company in an effort in which I was involved or of which I was aware.

12.

NON-COMPETE PROVISION. I agree that for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, directly or indirectly, as an officer, director, employee, consultant, owner, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services anywhere in the Restricted Territory (as defined below), nor will I assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services anywhere in the Restricted Territory.

The parties agree that for purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research, development or commercialization thereof, to, for or of, as applicable, any person or organization other than Company that directly competes with a product, service, or process, including the research, development or commercialization thereof, of Company with which I worked directly or indirectly during my employment by Company or about which I acquired or accessed Confidential Information during my employment by Company.

regular or occasional basis during the preceding year; (ii) any potential business location of Company under active consideration by Company to which I have traveled in connection with the consideration of that location; (iii) the primary business location of a Customer or Potential Customer; or (iv) any business location of a Customer or Potential Customer where representatives of the Customer or Potential Customer with whom I have been in contact in the preceding year are based.

13.

REASONABLENESS OF RESTRICTIONS.

13.1

I agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.

13.2

In the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and Company agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law.

13.3

If the court declines to enforce this Agreement in the manner provided in subsection 7.2, I and Company agree that this Agreement will be automatically modified to provide Company with the maximum protection of its business interests allowed by law and I agree to be bound by this Agreement as modified.

13.4

Furthermore, the parties agree that the market for Company’s products is worldwide. If, however, after applying the provisions of subsections 7.2 and 7.3, a court still decides that this Agreement or any of its restrictions is unenforceable for lack of reasonable geographic limitation and the Agreement or restriction(s) cannot otherwise be enforced, the parties hereby agree that the fifty (50) mile radius from any location at which I worked for Company on either a regular or occasional basis during the one (1) year immediately preceding termination of my employment with Company shall be the geographic limitation relevant to the contested restriction.

14.

NO CONFLICTING AGREEMENT OR OBLIGATION. I represent that my performance of all the terms of this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement.

15.

or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company’s personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company’s termination statement if required to do so by Company.

16.

LEGAL AND EQUITABLE REMEDIES.

16.1

I agree that it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms. I agree that any threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to Company and Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach or threatened breach of this Agreement.

16.2

I agree that if Company is successful in whole or in part in any legal or equitable action against me under this Agreement, Company will be entitled to payment of all costs, including reasonable attorneys’ fees, from me.

16.3

In the event Company enforces this Agreement through a court order, I agree that the restrictions of Sections 5 and 6 will remain in effect for a period of twelve (12) months from the effective date of the order enforcing the Agreement.

17.

NOTICES. Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time notice is given, labeled “Attention Chief Executive Officer,” and to me at my address as listed on Company payroll, or at such other address as Company or I may designate by written notice to the other. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt.

18.

PUBLICATION OF THIS AGREEMENT TO SUBSEQUENT EMPLOYER OR BUSINESS ASSOCIATES OF EMPLOYEE.

18.1

If I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity while the restrictions described in Sections 5 and 6 of this Agreement are in effect, I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business with which I have an opportunity to be associated of my obligations under this Agreement and also agree to provide such person or persons with a copy of this Agreement.

18.2

I agree to inform Company of all employment and business ventures which I enter into while the restrictions described in Sections 5 and 6 of this Agreement are in effect and I also authorize Company to provide copies of this Agreement to my employer, partner, co-owner and/or others involved in managing the business with which I am employed or associated and to make such persons aware of my obligations under this Agreement.

19.

GENERAL PROVISIONS.

19.1

Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State of New Jersey as such laws are applied to agreements entered into and to be performed entirely within New Jersey between New Jersey residents. I hereby expressly consent to the personal jurisdiction and venue of the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

19.2

Severability. In case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. If moreover, any one or more of the provisions contained in this Agreement will for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear.

19.3

Successors and Assigns. This Agreement is for my benefit and the benefit of Company, its successors, assigns, parent corporations, subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives.

19.4

Survival. The provisions of this Agreement will survive the termination of my employment, regardless of the reason, and the assignment of this Agreement by Company to any successor in interest or other assignee.

19.5

Employment At-Will. I agree and understand that nothing in this Agreement will change my at-will employment status or confer any right with respect to continuation of employment by Company, nor will it interfere in any way with my right or Company’s right to terminate my employment at any time, with or without cause or advance notice.

19.6

Waiver. No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce strict adherence to all terms of this Agreement.

19.7

Export. I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations.

19.8

Interpretation. The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or

interpretation of this Agreement. As used in this Agreement, (i) unless otherwise specified, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation,” (ii) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other thing extends, and such phrase will not mean simply “if,” (iii) the word “will” shall be deemed to have the same meaning and effect as the word “shall,” (iv) the terms “or,” “any” or “either” are not exclusive, and (v) the headings contained in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement and will not be referred to in connection with the construction or interpretation of this Agreement.

19.9

Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.

19.10

Entire Agreement. The obligations pursuant to Sections 1 and 2 of this Agreement will apply to any time during which I was previously engaged, or am in the future engaged, by Company if no other agreement governs nondisclosure and assignment of Inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter of this Agreement and supersedes and merges all prior discussions between us; provided, however, prior to the execution of this Agreement, if Company and I were parties to any agreement regarding the subject matter hereof, that agreement will be superseded by this Agreement prospectively only. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

[Remainder of page intentionally left blank.]

[SIGNATURE PAGE TO EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT]

This Agreement will be effective as of April 1, 2022.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.



By:	/s/ Stephen Brigido
Name	Stephen Brigido

ACCEPTED AND AGREED TO: CELULARITY INC.
By:	/s/ Robert J. Hariri
Name	Robert J. Hariri, MD, PhD
Title	Chief Executive Officer

EXHIBIT A

list of excluded inventions

Except as listed in Section 2 below, the following is a complete list of all Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment with Company:


	No Inventions.

	See below:

Title Description		Date	Identifying Number or Brief Description


	Additional sheets attached.

Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to Inventions generally listed below:


	Invention or Improvement		Party(ies)	Relationship
1.
2.
3.

		Additional sheets attached.

Stephen A. Brigido Invention Document


2003	Graftjacket Acellular Dermal Scaffold
2004	Graftjacket for Ulcer Repair
2005	Graftjacket Max Force
2008	ICON Orthopedic Intramedullary Nailing System
2010	EDGE 2.0 Cannulated Screw System EDGE 3.0 Cannulated Screw System EDGE 4.0 Cannulated Screw System EDGE 7.0 Cannulated Screw System EDGE 8.0 Cannulated Screw System
2011	EDGE 1st MTP Joint Fusion System EDGE Lapidus Bunion Repair System
2012	EDGE Evans Lateral Column Lengthening System EDGE Calcaneal Fracture Repair System EDGE Universal Plating System
2015	Brigido Hemi Ankle Arthroplasty System
2016	COBRA Single Use Plantar Plate Repair System The Russian Small Fragment Orthopedic Trauma Set The Russian Mid Fragment Orthopedic Trauma Set The Russian Large Fragment Orthopedic Trauma Set
2017	BBHP Lapidus Bunion Repair System BBHP LisFranc Fracture Reduction System BBHP CHIP Fracture Reduction System BBHP Interference Screw System BBHP Midfoot Arthroplasty System
2018	BBHP CARTIVA revision subsidence system BBHP 1st Metatarsal Head Resurfacing System
2019	QUANTUM Total Ankle Replacement System OrthoPlanify CT Based Navigation System TriWay TibioTaloCalcaneal Arthrodesis System
2020	Tibio Backfill Plugs CoLink Bone Graft Harvester System

Exhibit 10.7

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between David Beers, CFA (“Executive”) and Celularity Inc. (the “Company”), effective as of April 1, 2022 (the “Effective Date”).

Executive is employed by the Company as its Chief Financial Officer pursuant to an Amended and Restated Employment Agreement with the Company effective as of the closing of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization dated as of January 7, 2021, by and among the Company, GX Acquisition Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GX (the “Prior Agreement”), which is superseded by this Agreement;

The Company desires to continue to employ Executive and, in connection therewith, to compensate Executive for Executive’s personal services to the Company from and after the Effective Date; and

Executive wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

EMPLOYMENT BY THE COMPANY.

1.1

1.2

Position. Subject to the terms set forth herein, the Company agrees to continue to employ Executive and Executive hereby accepts such continued employment. In addition, Executive shall continue to serve as Chief Financial Officer. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities.

1.3

Duties. Executive will report to the Chief Executive Officer and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Chief Financial Officer, as shall reasonably be assigned to Executive, subject to the oversight and direction of the Chief Executive Officer. Executive shall be expected to continue to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the Company, Executive continues to be required to maintain in good standing any licenses and certifications necessary for the performance of Executive’s duties for the Company.

1.4

Location. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate headquarters, currently in Florham Park, New Jersey, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

1.5

1.6

COMPENSATION.

2.1

2.2

Bonus.

(a)

(b)

2.3

2.4

OUTSIDE ACTIVITIES. Except with the prior written consent of the Board, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation,

6.1

Termination by Virtue of Death or Disability of Executive.

(a)

(b)

Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive.

(c)

6.2

Termination by the Company or Resignation by Executive (not in connection with a Change in Control).

(a)

(i)

Release Date shall instead accrue and be made on the first regular payroll date following the Release Date;

(ii)

(iii)

(iv)

(b)

(c)

(d)

(e)

(f)

The Non-CIC Severance Benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise

be entitled under any Company severance plan, policy, or program. For avoidance of doubt, Executive shall not be eligible to receive both CIC Severance Benefits and Non-CIC Severance Benefits.

(g)

(h)

6.3

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).

(a)

(i)

(ii)

(iii)

(iv)

(b)

(c)

6.4

6.5

6.6

Application of Section 409A.

(a)

(b)

(c)

(d)

6.7

Excise Tax Adjustment.

(a)

(b)

(c)

(d)

GENERAL PROVISIONS.

7.1

7.2

7.3

7.4

7.5

7.6

Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

7.7

obligations hereunder. Executive may not assign or transfer this Agreement or any rights or obligations hereunder, other than to Executive’s estate upon Executive’s death.

7.8

Choice of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the State of New Jersey.

7.9

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement on the day and year first written above.


	CELULARITY INC.
	By:	/s/ Robert J. Hariri
	Name	Robert J. Hariri, MD, PhD
	Title	Chief Executive Officer
	EXECUTIVE:
	By:	/s/ David Beers
	Name	David Beers, CFA

Exhibit A

EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT

CONFIDENTIAL INFORMATION PROTECTIONS.

7.10

of my employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure.

7.11

7.12

work for Company, Third Party Information unless expressly authorized by an officer of Company in writing.

7.13

7.14

ASSIGNMENTS OF INVENTIONS.

8.1

8.2

8.3

8.4

8.5

8.6

8.7

Ownership of Work Product.

(a)

(b)

8.8

8.9

10.

11.

11.1

11.2

11.3

11.4

solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter its relationship with Company;

11.5

solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Conflicting Services; or

11.6

perform, provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.

12.

13.

REASONABLENESS OF RESTRICTIONS.

13.1

13.2

13.3

13.4

14.

15.

16.

LEGAL AND EQUITABLE REMEDIES.

16.1

16.2

16.3

17.

18.

PUBLICATION OF THIS AGREEMENT TO SUBSEQUENT EMPLOYER OR BUSINESS ASSOCIATES OF EMPLOYEE.

18.1

18.2

19.

GENERAL PROVISIONS.

19.1

19.2

19.3

19.4

19.5

19.6

19.7

19.8

Interpretation. The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or

19.9

19.10

[Remainder of page intentionally left blank.]

[SIGNATURE PAGE TO EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT]

This Agreement will be effective as of April 1, 2022.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.



By:	/s/ David Beers
Name	David Beers

ACCEPTED AND AGREED TO: CELULARITY INC.
By:	/s/ Robert J. Hariri
Name	Robert J. Hariri, MD, PhD
Title	Chief Executive Officer

EXHIBIT A

LIST OF EXCLUDED INVENTIONS


	No Inventions.

	See below:

Title Description		Date	Identifying Number or Brief Description


	Additional sheets attached.

Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to Inventions generally listed below:


	Invention or Improvement		Party(ies)	Relationship
1.
2.
3.

		Additional sheets attached.

Exhibit 10.8

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between John R. Haines (“Executive”) and Celularity Inc. (the “Company”), effective as of April 1, 2022 (the “Effective Date”).

Executive is employed by the Company as its Chief Operating Officer pursuant to an Amended and Restated Employment Agreement with the Company effective as of the closing of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization dated as of January 7, 2021, by and among the Company, GX Acquisition Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GX (the “Prior Agreement”), which is superseded by this Agreement;

The Company desires to continue to employ Executive and, in connection therewith, to compensate Executive for Executive’s personal services to the Company from and after the Effective Date; and

Executive wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

EMPLOYMENT BY THE COMPANY.

1.1

1.2

Position. Subject to the terms set forth herein, the Company agrees to continue to employ Executive and Executive hereby accepts such continued employment. In addition, Executive shall continue to serve as Chief Operating Officer. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities.

1.3

Duties. Executive will report to the Chief Executive Officer and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Chief Operating Officer, as shall reasonably be assigned to Executive, subject to the oversight and direction of the Chief Executive Officer. Executive shall be expected to continue to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the Company, Executive continues to be required to maintain in good standing any licenses and certifications necessary for the performance of Executive’s duties for the Company.

1.4

Location. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate headquarters, currently in Florham Park, New Jersey, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

1.5

1.6

COMPENSATION.

2.1

Salary. Commencing on the Effective Date, Executive shall receive an annualized base salary payable at a rate of $450,000, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).

2.2

Bonus.

(a)

During Employment. Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) with an annual target of up to 50% of Executive’s then-current Base Salary (the “Target Bonus”). The Annual Bonus will be based upon the assessment of the Board of Directors of the Company (the “Board”) (or a committee thereof) of Executive’s

(b)

2.3

2.4

OUTSIDE ACTIVITIES. Except with the prior written consent of the Board, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation,

6.1

Termination by Virtue of Death or Disability of Executive.

(a)

(b)

Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive.

(c)

6.2

Termination by the Company or Resignation by Executive (not in connection with a Change in Control).

(a)

(i)

Release Date shall instead accrue and be made on the first regular payroll date following the Release Date;

(ii)

(iii)

(iv)

(b)

(c)

(d)

(e)

(f)

The Non-CIC Severance Benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise

be entitled under any Company severance plan, policy, or program. For avoidance of doubt, Executive shall not be eligible to receive both CIC Severance Benefits and Non-CIC Severance Benefits.

(g)

(h)

6.3

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).

(a)

(i)

(ii)

(iii)

(iv)

(b)

(c)

6.4

6.5

6.6

Application of Section 409A.

(a)

(b)

(c)

(d)

6.7

Excise Tax Adjustment.

(a)

(b)

(c)

(d)

GENERAL PROVISIONS.

7.1

7.2

7.3

7.4

7.5

7.6

Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

7.7

obligations hereunder. Executive may not assign or transfer this Agreement or any rights or obligations hereunder, other than to Executive’s estate upon Executive’s death.

7.8

Choice of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the State of New Jersey.

7.9

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement on the day and year first written above.


	CELULARITY INC.
	By:	/s/ Robert J. Hariri
	Name	Robert J. Hariri, MD, PhD
	Title	Chief Executive Officer
	EXECUTIVE:
	By:	/s/ John R. Haines
	Name	John R. Haines

Exhibit A

EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT

CONFIDENTIAL INFORMATION PROTECTIONS.

7.10

7.11

7.12

work for Company, Third Party Information unless expressly authorized by an officer of Company in writing.

7.13

7.14

ASSIGNMENTS OF INVENTIONS.

8.1

8.2

8.3

8.4

8.5

8.6

8.7

Ownership of Work Product.

(a)

(b)

8.8

8.9

10.

11.

11.1

11.2

11.3

11.4

solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter its relationship with Company;

11.5

solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Conflicting Services; or

11.6

perform, provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.

12.

13.

REASONABLENESS OF RESTRICTIONS.

13.1

13.2

13.3

13.4

14.

15.

16.

LEGAL AND EQUITABLE REMEDIES.

16.1

16.2

16.3

17.

18.

PUBLICATION OF THIS AGREEMENT TO SUBSEQUENT EMPLOYER OR BUSINESS ASSOCIATES OF EMPLOYEE.

18.1

18.2

19.

GENERAL PROVISIONS.

19.1

19.2

19.3

19.4

19.5

19.6

19.7

19.8

Interpretation. The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or

19.9

19.10

[Remainder of page intentionally left blank.]

[SIGNATURE PAGE TO EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT]

This Agreement will be effective as of April 1, 2022.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.



By:	/s/ John R. Haines
Name	John R. Haines

ACCEPTED AND AGREED TO: CELULARITY INC.
By:	/s/ Robert J. Hariri
Name	Robert J. Hariri, MD, PhD
Title	Chief Executive Officer

EXHIBIT A

LIST OF EXCLUDED INVENTIONS


	No Inventions.

	See below:

Title Description		Date	Identifying Number or Brief Description


	Additional sheets attached.

Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to Inventions generally listed below:


	Invention or Improvement		Party(ies)	Relationship
1.
2.
3.

		Additional sheets attached.

Exhibit 10.9

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by and between K. Harold Fletcher (“Executive”) and Celularity Inc. (the “Company”), effective as of July 13, 2022 (the “Effective Date”).

WHEREAS, Executive is currently employed by the Company as its Senior Vice President, Deputy General Counsel and Chief Compliance Officer pursuant to an employment offer with the Company dated [•] (as amended, the “Prior Agreement”), which is superseded by this Agreement; and

WHEREAS, the Company and Executive now wish to supersede in its entirety the Prior Agreement, effective July 13, 2022 (the “Effective Date”), by entering in this Agreement.

NOW, THEREFORE, in consideration of the Executive’s employment by the Company, and for other good and valuable consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Employment by the Company.

1.1

At-Will Employment. Executive shall be employed by the Company on an “at-will” basis, meaning either the Company or Executive may terminate Executive’s employment at any time, with or without Cause (as defined in Section 6.2(e) below), Good Reason (as defined in Section 6.2(d) below), or advance notice. Any contrary representations that may have been made to Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between Executive and the Company on the “at-will” nature of Executive’s employment with the Company, which may be changed only in an express written agreement signed by Executive and a duly authorized officer of the Company. Executive’s rights to any compensation following a termination shall be only as set forth in Section 6 or under any applicable benefit or equity plan.

1.2

Position. Executive shall serve as Executive Vice President, General Counsel & Chief Compliance Officer, and Assistant Corporate Secretary, and shall have the duties, responsibilities and authority as may from time to time be assigned to Executive by the Company’s Chief Executive Officer and/or the Board of Directors (the “Board”), that are consistent with such positions in a company of the size and nature of the Company.

1.3

Duties. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote his full business time and attention to the activities of the Company necessary to discharge the responsibilities assigned hereunder, and shall use diligent and reasonable efforts to perform faithfully and efficiently such responsibilities. Executive shall be expected to continue to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the Company, Executive continues to be required to maintain in good standing any licenses and certifications necessary for the performance of Executive’s duties for the Company.

1.4

Location. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate headquarters, currently in Florham Park, New Jersey, or such other location as assigned; provided, however, in no event shall the Company relocate Executive’s principal place of employment without Executive’s consent, to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

1.5

1.6

Compensation.

2.1

Salary. Commencing on the Effective Date, Executive shall receive an annualized base salary payable at a rate of $380,000, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).

2.2

Guaranteed Incentives. The Company will grant to Executive options to purchase 125,000 shares of stock (the “Option”) of the Company’s common stock as soon as administratively practicable following the execution hereof at an exercise price per share not less than the fair market value of the underlying common stock as of the date of grant as determined by the Board in accordance with the terms of the Company’s 2021 Equity Incentive Plan (as amended, the “Plan”) and other documents issued in connection with such grants, if any. The Options will vest to 25% of the total number of shares subject to the Option one year after the Effective Date and as to l/48th of the total number of shares subject to the Option each month thereafter. Any fractional share will be rounded down to the nearest whole share. Other than as described in this Section 2.2, the issuance and vesting of the Options will be contingent upon Executive’s continued employment with the Company and the Options will be subject to the terms and conditions of the Plan.

2.3

Bonus.

(a)

During Employment. Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) with an annual target of up to 45% of Executive’s then-current Base Salary (the “Target Bonus”). The Annual Bonus will be based upon the assessment of the Board (or a committee thereof) of Executive’s performance and the Company’s attainment of targeted goals (as established by the Board or a committee thereof in its sole discretion) over the applicable calendar year. The Annual Bonus, if any, will be subject to applicable payroll deductions and withholdings. No amount of any Annual Bonus is guaranteed at any time, and, except as otherwise stated in Sections 6.2(a)(iii) or 6.3(a)(iii), Executive must be an employee in good standing through the date the Annual Bonus is paid to be eligible to receive an Annual Bonus and no partial or prorated bonuses will be provided. Unless otherwise stated in Section 6, any Annual Bonus, if awarded, will be paid at the same time annual bonuses are generally paid to other similarly-situated employees of the Company. Executive’s eligibility for an Annual Bonus is subject to change in the discretion of the Board (or any authorized committee thereof).

(b)

Upon Termination. Except as otherwise stated in Section 6, in the event Executive leaves the employ of the Company for any reason other than involuntary termination without Cause (as defined in this Agreement) or voluntary termination with Good Reason (as defined in this Agreement) prior to the date the Annual Bonus is paid, Executive is not eligible to earn such Annual Bonus, prorated or otherwise.

2.4

Company Equity Awards. Subject to approval of the Board, Executive may be granted incentive equity awards pursuant and subject to the Plan and other documents issued in connection with such grants, if any. The specific terms and conditions of any such grants will be as set forth in the Plan and other applicable documents, which Executive may be required to sign, and shall be subject to all of the terms and conditions of the Plan and the relevant documents.

2.5

Signing Bonus. The Company will pay a one-time bonus to Executive equal to a “grossed up” of $120,000, which reflects the total amount payable to Executive less applicable deductions and federal and state payroll withholding (the “Signing Bonus”). The Signing Bonus will be paid to Executive in a lump sum on or before the second regularly scheduled payroll date following the Effective Date and in accordance with the Company’s standard payroll practices. If Executive’s service to the Company terminates for any reason other than a termination by the Company without Cause, a resignation by Executive for Good Reason, or a termination by virtue of Executive’s death or Disability (as defined in this Agreement) prior to July 13, 2024, Executive will be required to, and hereby agrees to, repay the Signing Bonus (on a net of tax basis) at a prorated amount equal to the amount of the Signing Bonus less one twenty-fourth (1/24) of the Signing Bonus multiplied by the number of full months that have elapsed since the Effective Date (such amount, the “Repayment Amount”). Executive agrees that the Company may deduct, in accordance with applicable law, the Repayment Amount from any payments the Company owes Executive, including but not limited to, any regular payroll amount, severance payments (if applicable) and/or any expense payments. Executive further agrees to pay to the Company, within ninety (90) days of the termination date, any remaining unpaid balance of the Repayment Amount not covered by such deductions.

2.6

doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Confidential Information, Inventions, Non-Solicitation and Non-Competition Obligations. In connection with Executive’s continued employment with the Company, Executive will continue to receive and continue to have access to the Company’s confidential information and trade secrets. Accordingly, and in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to sign the Company’s Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Confidential Information Agreement”), attached as Exhibit A, which contains certain confidentiality, non-disclosure, non-solicitation and non-competition obligations, among other obligations. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination or expiration of this Agreement and will supersede, prospectively only, any agreement that Executive previously signed relating to the same subject matter.

Outside Activities. Except with the prior written consent of the Chief Executive Officer, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation, or business enterprise except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit, and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s position with the Company, and (iii) such other activities as may be specifically approved by the Chief Executive Officer, in the cases of (i)-(iii), so long as such activities do not interfere or conflict with the performance of Executive’s duties and responsibilities under this Agreement. This restriction shall not, however, preclude Executive from (x) owning less than one percent (1%) of the total outstanding shares of a publicly-traded company, (y) managing Executive’s passive personal investments, or (z) employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act of 1933, as amended. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

No Conflict with Existing Obligations. Executive represents that Executive’s performance of all the terms of this Agreement and continued service as an employee of the Company do not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith or with Executive’s duties to the Company.

Termination Of Employment. The parties acknowledge that Executive’s employment relationship with the Company continues to be at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as defined below) or

advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Executive upon termination of employment and do not alter this at-will status.

6.1

Termination by Virtue of Death or Disability of Executive.

(a)

(b)

(c)

6.2

Termination by the Company or Resignation by Executive (not in connection with a Change in Control).

(a)

the Accrued Obligations (as defined below). In addition, if Executive is terminated without Cause or resigns for Good Reason, in either case, outside of the Change in Control Measurement Period (as defined below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and further provided that Executive timely executes and allows to become effective a separation agreement that includes, among other terms, a general release of claims in favor of the Company and its Affiliates and representatives, in the form presented by the Company (the “Separation Agreement”), and subject to Section 6.2(b) (the date that the general release of claims in the Separation Agreement becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then Executive shall be eligible to receive the following severance benefits (collectively the “Non-CIC Severance Benefits”):

(i)

(ii)

(iii)

year or (y) the Release Date, but in no event later than March 15 of the year following the year to which the bonus is attributable; and

(iv)

Notwithstanding the terms of any equity plan or award agreement to the contrary: (x) the unvested portion of all time-based equity awards outstanding on the date of Executive’s termination will be automatically vested and exercisable as of the date of Executive’s termination; and (y) Executive will be eligible to exercise any options that have vested until the first (1st) anniversary of Executive’s termination date.

(b)

Executive shall not receive the Non-CIC Severance Benefits pursuant to Section 6.2(a) or the CIC Severance Benefits pursuant to Section 6.3(a), as applicable, unless Executive executes the Separation Agreement within the consideration period specified therein, which shall in no event be more than forty-five (45) days, and until the Separation Agreement becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive the Non-CIC Severance Benefits pursuant to Section 6.2(a) or the CIC Severance Benefits pursuant to Section 6.3(a), as applicable, is further conditioned upon Executive: (i) returning all Company property; (ii) complying with Executive’s post-termination obligations under this Agreement and the Confidential Information Agreement; (iii) complying with the Separation Agreement, including without limitation any non-disparagement and confidentiality provisions contained therein; and (iv) resignation from any other positions Executive holds with the Company, effective no later than Executive’s date of termination (or such other date as requested by the Board).

(c)

(d)

For purposes of this Agreement, “Good Reason” means any of the following actions taken by the Company without Executive’s express prior written consent: (i) a material reduction by the Company of Executive’s Base Salary (other than in a broad based reduction similarly affecting all other members of the Company’s executive management); (ii) the relocation of Executive’s principal place of employment from the Company’s Florham Park, New Jersey office, without Executive’s consent, to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation; or (iii) a material reduction in Executive’s duties, authority, or responsibilities for the Company relative to Executive’s duties, authority, or responsibilities in effect immediately prior to such material reduction, provided, however, that neither the conversion of the Company to a subsidiary, division or unit of an acquiring entity in connection with a change in control, nor a change in title or Executive’s reporting relationships will be deemed a “material reduction” in and of itself; provided further, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of Executive’s intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company

is being terminated; and (4) Executive voluntarily terminates Executive’s employment within thirty (30) days following the end of the Cure Period.

(e)

(f)

The Non-CIC Severance Benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. For avoidance of doubt, Executive shall not be eligible to receive both CIC Severance Benefits and Non-CIC Severance Benefits.

(g)

(h)

6.3

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).

(a)

(i)

(ii)

Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;

(iii)

(iv)

(b)

(c)

6.4

[Intentionally Omitted]

6.5

6.6

Application of Section 409A.

(a)

(b)

(c)

(d)

6.7

Excise Tax Adjustment.

(a)

4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

(b)

(c)

(d)

General Provisions.

7.1

Notices. Any notices required hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by electronic mail if sent during normal business hours of the recipient, and if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally-recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the Company at its primary office location and to Executive at Executive’s address as listed on the Company payroll or (if notice is given prior to Executive’s termination of employment) to Executive’s Company-issued email address, or at such other address as the Company or Executive may designate by ten (10) days’ advance written notice to the other.

7.2

7.3

7.4

7.5

7.6

Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

7.7

7.8

Choice of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the State of New Jersey.

7.9

Resolution of Disputes. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising out of Executive’s employment with the Company or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Employee Retirement Income Security Act, and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy and further shall not apply to discrimination, harassment, or retaliation claims to the extent prohibited by applicable law. The location for the arbitration shall be the Northern New Jersey area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims, in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By electing arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a federal, state or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.

[Remainder of page intentionally left blank.]

In Witness Whereof, the parties have executed this Amended and Restated Employment Agreement on the day and year first written above.

Celularity Inc.

By: /s/ Robert J. Hariri

Name: Robert J. Hariri, MD, PhD

Title: Chairman & CEO

EXECUTIVE

/s/ K. Harold Fletcher

K. Harold Fletcher

Exhibit A

Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement

A-1

Exhibit 10.10

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Keary Dunn (“Executive”) and Celularity Inc. (the “Company”), effective as of July 13, 2022 (the “Effective Date”).

Executive was employed by the Company as its General Counsel & Business Development Head pursuant to a Second Amended and Restated Employment Agreement with the Company effective as of the closing of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization dated as of January 7, 2021, by and among the Company, GX Acquisition Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GX (the “Prior Agreement”), which is superseded by this Agreement;

The Company desires to continue to employ Executive and, in connection therewith, to compensate Executive for Executive’s personal services to the Company from and after the Effective Date; and

Executive wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

EMPLOYMENT BY THE COMPANY.

1.1

1.2

Position. Subject to the terms set forth herein, the Company agrees to continue to employ Executive and Executive hereby accepts such continued employment. As of the Effective Date, Executive shall serve as the Chief Legal Officer. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to

discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities.

1.3

Duties. Executive will report to the Chief Operating Officer and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Chief Legal Officer, as shall reasonably be assigned to Executive, subject to the oversight and direction of the Chief Operating Officer. Executive shall be expected to continue to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the Company, Executive continues to be required to maintain in good standing any licenses and certifications necessary for the performance of Executive’s duties for the Company.

1.4

Location. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate headquarters in Florham Park, New Jersey. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

1.5

1.6

COMPENSATION.

2.1

Salary. Commencing on the Effective Date, Executive shall receive an annualized base salary payable at a rate of $400,000, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).

2.2

Bonus.

(a)

During Employment. Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) with an annual target of up to 45% of Executive’s

then-current Base Salary (the “Target Bonus”). The Annual Bonus will be based upon the assessment of the Board of Directors of the Company (the “Board”) (or a committee thereof) of Executive’s performance and the Company’s attainment of targeted goals (as established by the Board or a committee thereof in its sole discretion) over the applicable calendar year. The Annual Bonus, if any, will be subject to applicable payroll deductions and withholdings. No amount of any Annual Bonus is guaranteed at any time, and, except as otherwise stated in Sections 6.2(a)(iii) or 6.3(a)(iii), Executive must be an employee in good standing through the date the Annual Bonus is paid to be eligible to receive an Annual Bonus and no partial or prorated bonuses will be provided. Unless otherwise stated in Section 6, any Annual Bonus, if awarded, will be paid at the same time annual bonuses are generally paid to other similarly-situated employees of the Company. Executive’s eligibility for an Annual Bonus is subject to change in the discretion of the Board (or any authorized committee thereof).

(b)

2.3

2.4

Business Development Incentive Compensation. Executive is eligible to receive three (3) Business Development Incentive Compensation bonuses (each, a “BDIC”) of up to $100,000 each, less applicable withholding taxes, based on Executive’s contributions to the Company’s business development efforts, payable and earned through continued employment, as described below. The Company’s decision to advance these BDICs, if any, and the amount of each BDIC will be based upon the Executive’s submission of a detailed statement enumerating the business development goals that he had supported during the preceding year, which will be subject to the company’s reasonable acceptance, upon which the BDICs would be payable and the amount of the BDICs would be determined. No amount of any BDIC is guaranteed at any time. Executive must be an employee on the dates the BDIC becomes payable or prorated amounts will be provided.

(a)

The first BDIC was previously earned and was paid to Executive on October 6, 2020. The second BDIC was previously earned and was paid to Executive on November 23, 2021. The third BDIC will be advanced to Executive on or about September 23, 2022, subject to Executive’s continued employment through such payment date, and will be deemed earned if Executive remains in continuous employment through September 23, 2023.

(b)

If, before a BDIC is deemed earned, Executive’s service to the Company terminates for any reason other than Termination by Virtue of death or Disability of Executive in accordance with Section 6.1 or Executive is terminated without Cause or resigns for Good Reason in accordance with Sections 6.2 or 6.3 of this Agreement, Executive will be required to, and hereby agrees to, repay the applicable BDIC (on a net of tax basis) (such amount, the “Repayment

Amount”), provided that the Repayment Amount to be paid by Executive will be calculated as follows: for each full month of Executive’s employment with the Company following the payment of the applicable BDIC, the Company will forgive one-twelfth (1/12th) of the Repayment Amount, and the remaining unforgiven portion of the Repayment Amount will be due and payable by Executive to the Company on demand. Executive agrees that the Company may deduct, in accordance with applicable law, the Repayment Amount from any payments the Company owes Executive, including but not limited to any regular payroll amount, severance payments (if applicable) and/or any expense payments. Executive further agrees to pay to the Company, within thirty (30) days of the termination date, any remaining unpaid balance of the Repayment Amount not covered by such deductions.

2.5

OUTSIDE ACTIVITIES. Except with the prior written consent of the Board, Executive will not, while employed by the Company, undertake or engage in any other employment, occupation, or business enterprise except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational, non-profit, and/or other charitable organization as Executive may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s position with the Company, and (iii) such other activities as may be specifically approved by the Chief Executive Officer, in the cases of (i)-(iii), so long as such activities do not interfere or conflict with the performance of Executive’s duties and responsibilities under this Agreement. This restriction shall not, however, preclude Executive from (x) owning less than one percent (1%) of the total outstanding shares of a publicly-traded company, (y) managing Executive’s passive personal investments, or (z) employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in

Rule 405 of the Securities Act of 1933, as amended. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

6.1

Termination by Virtue of Death or Disability of Executive.

(a)

(b)

(c)

which Executive’s termination occurs, prorated for any partial year of employment on the basis of a 365-day year, less applicable withholdings and deductions, and payable in a lump sum on the later of (x) the date that annual performance bonuses are normally paid to other executives at the Company for that calendar year or (y) the Release Date (as defined below), but in no event later than March 15 of the year following the year to which the bonus is attributable.

6.2

Termination by the Company or Resignation by Executive (not in connection with a Change in Control).

(a)

(i)

(ii)

state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “Non-CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the Non-CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;

(iii)

(iv)

(b)

(c)

or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

(d)

(e)

(f)

(g)

(h)

6.3

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).

(a)

(i)

(ii)

Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;

(iii)

(iv)

(b)

(c)

6.4

6.5

6.6

Application of Section 409A.

(a)

(b)

(c)

(d)

6.7

Excise Tax Adjustment.

(a)

If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

(b)

(c)

(d)

GENERAL PROVISIONS.

7.1

termination of employment) to Executive’s Company-issued email address, or at such other address as the Company or Executive may designate by ten (10) days’ advance written notice to the other.

7.2

7.3

7.4

7.5

7.6

Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

7.7

7.8

Choice of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the State of New Jersey.

7.9

parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family and Medical Leave Act, the Employee Retirement Income Security Act (“ERISA”), and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy and further shall not apply to discrimination, harassment, or retaliation claims to the extent prohibited by applicable law. The location for the arbitration shall be the Northern New Jersey area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims, in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By electing arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a federal, state or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement on the day and year first written above.


	CELULARITY INC.
	By:	/s/ Robert J. Hariri
	Name	Robert J. Hariri, MD, PhD
	Title	Chief Executive Officer
	EXECUTIVE:
	By:	/s/ Keary Dunn
	Name	Keary Dunn

Exhibit A

EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT

CONFIDENTIAL INFORMATION PROTECTIONS.

7.10

7.11

7.12

work for Company, Third Party Information unless expressly authorized by an officer of Company in writing.

7.13

7.14

ASSIGNMENTS OF INVENTIONS.

8.1

8.2

8.3

8.4

8.5

8.6

8.7

Ownership of Work Product.

(a)

(b)

8.8

8.9

10.

11.

11.1

11.2

11.3

11.4

solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter its relationship with Company;

11.5

solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Conflicting Services; or

11.6

perform, provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.

12.

13.

REASONABLENESS OF RESTRICTIONS.

13.1

13.2

13.3

13.4

14.

15.

16.

LEGAL AND EQUITABLE REMEDIES.

16.1

16.2

16.3

17.

18.

PUBLICATION OF THIS AGREEMENT TO SUBSEQUENT EMPLOYER OR BUSINESS ASSOCIATES OF EMPLOYEE.

18.1

18.2

19.

GENERAL PROVISIONS.

19.1

19.2

19.3

19.4

19.5

19.6

19.7

19.8

Interpretation. The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or

19.9

19.10

[Remainder of page intentionally left blank.]

[SIGNATURE PAGE TO EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT]

This Agreement will be effective as of July 13, 2022.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.



By:	/s/ Keary Dunn
Name	Keary Dunn

ACCEPTED AND AGREED TO: CELULARITY INC.
By:	/s/ Robert J. Hariri
Name	Robert J. Hariri, MD, PhD
Title	Chief Executive Officer

EXHIBIT A

LIST OF EXCLUDED INVENTIONS


	No Inventions.

	See below:

Title Description		Date	Identifying Number or Brief Description


	Additional sheets attached.

Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to Inventions generally listed below:


	Invention or Improvement		Party(ies)	Relationship
1.
2.
3.

		Additional sheets attached.

Exhibit 10.11

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Bradley Glover (“Executive”) and Celularity Inc. (the “Company”), effective as of October 4, 2022 (the “Effective Date”).

Executive is employed by the Company as its Executive Vice President, Chief Technology Officer pursuant to an Amended and Restated Employment Agreement with the Company effective as of the closing of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization dated as of January 7, 2021, by and among the Company, GX Acquisition Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GX (the “Prior Agreement”), which is superseded by this Agreement;

The Company desires to continue to employ Executive and, in connection therewith, to compensate Executive for Executive’s personal services to the Company from and after the Effective Date; and

Executive wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

EMPLOYMENT BY THE COMPANY.

1.1

1.2

Position. Subject to the terms set forth herein, the Company agrees to continue to employ Executive and Executive hereby accepts such continued employment. In addition, Executive shall continue to serve as Executive Vice President, Chief Operating Officer. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities.

1.3

Duties. Executive will report to the Chief Executive Officer and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Executive Vice President, Chief Operating Officer, as shall reasonably be assigned to Executive, subject to the oversight and direction of the Chief Executive Officer. Executive shall be expected to continue to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the Company, Executive continues to be required to maintain in good standing any licenses and certifications necessary for the performance of Executive’s duties for the Company.

1.4

Location. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate headquarters, currently in Florham Park, New Jersey, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

1.5

1.6

COMPENSATION.

2.1

2.2

Bonus.

(a)

(b)

2.3

Retention Payment. Under the Prior Agreement, Executive was entitled to a lump sum payment of $66,000 (the “Retention Payment”), less applicable withholdings and deductions, which has been paid in full to Executive. The Retention Payment will be earned upon Executive remaining employed through March 29, 2023 (the “Earned Date”). If at any time prior to the Earned Date, Executive’s service to the Company terminates for any reason (other than a termination by the Company without Cause (as defined below), a resignation by Executive for Good Reason (as defined below), or a termination by virtue of Executive’s death or Disability (as defined below)), Executive will be required to, and hereby agrees to, repay the Retention Payment (on a net of tax basis) (such amount, the “Retention Repayment Amount”). Executive agrees that the Company may deduct, in accordance with applicable law, the Retention Repayment Amount from any payments the Company owes Executive, including but not limited to any regular payroll amount, severance payments (if applicable), and/or any expense payments. Executive further agrees to pay to the Company, within thirty (30) days of the termination date, any remaining unpaid balance of the Retention Repayment Amount not covered by such deductions.

2.4

2.5

Expense Reimbursement.

(a)

General. The Company will reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy, subject to any applicable payroll withholdings and deductions (if any).

(b)

Relocation Expenses. Pursuant to the Prior Agreement, the Company provided Executive with up to $200,000 (the “Relocation Amount”) to be used during the 2021 calendar year in connection with expenses incurred during Executive’s relocation of Executive’s principal residence to the Florham Park, New Jersey area (the “Relocation Expenses”). If

Executive’s service to the Company terminates for any reason (other than a termination by the Company without Cause, a resignation by Executive for Good Reason, or a termination by virtue of Executive’s death or Disability) prior to March 29, 2023, then Executive must repay to the Company the portion of the Relocation Amount that has been paid to Executive as of the termination date (on a net of tax basis) (the “Relocation Repayment Amount”). Executive agrees that the Company may deduct, in accordance with applicable law, the Relocation Repayment Amount from any payments the Company owes Executive, including but not limited to any regular payroll amount, severance payments (if applicable), and/or any expense payments. Executive further agrees to pay to the Company, within thirty (30) days of the termination date, any remaining unpaid balance of the Relocation Repayment Amount not covered by such deductions. For the avoidance of doubt, Executive will perform his duties primarily out of the Florham Park, New Jersey office, both prior to and subsequent to such relocation of Executive’s household.

(c)

Taxes; Section 409A. The Company shall deduct from all reimbursement payments hereunder any taxes required by law to be withheld with respect to such payments. To the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND

NON-COMPETITION OBLIGATIONS. In connection with Executive’s continued employment with the Company, Executive will continue to receive and continue to have access to the Company’s confidential information and trade secrets. Accordingly, and in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to sign the Company’s Employee Confidential Information, Inventions, Non-Solicitation and Non- Competition Agreement (the “Confidential Information Agreement”), attached as Exhibit A, which contains certain confidentiality, non-disclosure, non-solicitation and non-competition obligations, among other obligations. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination or expiration of this Agreement and will supersede, prospectively only, any agreement that Executive previously signed relating to the same subject matter.

the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act of 1933, as amended. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

6.1

Termination by Virtue of Death or Disability of Executive.

(a)

(b)

(c)

Executive’s death) an amount equal to the Target Bonus under Section 2.2 for the calendar year in which Executive’s termination occurs, prorated for any partial year of employment on the basis of a 365-day year, less applicable withholdings and deductions, and payable in a lump sum on the later of (x) the date that annual performance bonuses are normally paid to other executives at the Company for that calendar year or (y) the Release Date (as defined below), but in no event later than March 15 of the year following the year to which the bonus is attributable.

6.2

Termination by the Company or Resignation by Executive (not in connection with a Change in Control).

(a)

(i)

(ii)

connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “Non-CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the Non-CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;

(iii)

(iv)

(b)

(i) returning all Company property; (ii) complying with Executive’s post-termination obligations under this Agreement and the Confidential Information Agreement; (iii) complying with the Separation Agreement, including without limitation any non-disparagement and confidentiality provisions contained therein; and (iv) resignation from any other positions Executive holds with the Company, effective no later than Executive’s date of termination (or such other date as requested by the Board).

(c)

or health and welfare benefit plan in which Executive was a participant in accordance with

applicable law and the provisions of such plan.

(d)

For purposes of this Agreement, “Good Reason” means any of the following actions taken by the Company without Executive’s express prior written consent: (i) a material reduction by the Company of Executive’s Base Salary (other than in a broad based reduction similarly affecting all other members of the Company’s executive management); (ii) the relocation of Executive’s principal place of employment from the Company’s Florham Park, New Jersey office, without Executive’s consent, to a place that increases Executive’s one-way commute by more than thirty-five (35) miles as compared to Executive’s then-current principal place of employment immediately prior to such relocation; or (iii) a material reduction in Executive’s duties, authority, or responsibilities for the Company relative to Executive’s duties, authority, or responsibilities in effect immediately prior to such material reduction, provided, however, that neither the conversion of the Company to a subsidiary, division or unit of an acquiring entity in connection with a change in control, nor a change in title or Executive’s reporting relationships will be deemed a “material reduction” in and of itself; provided further, that, any such termination by Executive shall only be deemed for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of Executive’s intent to terminate for Good Reason within thirty

(30) days following the first occurrence of the condition(s) that Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”);

(3) the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company is being terminated; and (4) Executive voluntarily terminates Executive’s employment within thirty (30) days following the end of the Cure Period.

(e)

(iii) any conduct which constitutes a felony under applicable law; (iv) material violation of any Company policy (including those pertaining to discrimination or harassment); (v) refusal to follow or implement a clear, lawful and reasonable directive of Company; (vi) gross negligence or incompetence in the performance of Executive’s duties after the expiration of ten (10) days without cure after written notice of such failure; or (vii) breach of fiduciary duty to the Company.

(f)

(g)

(h)

If the Company terminates Executive’s employment for Cause, or Executive resigns from employment with the Company without Good Reason, regardless of whether or not

such termination is in connection with a Change in Control, then Executive shall be entitled to the Accrued Obligations, but Executive will not be eligible for the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit.

6.3

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).

(a)

(i)

(ii)

Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;

(iii)

(iv)

(b)

(c)

6.4

6.5

6.6

Application of Section 409A.

(a)

(b)

(c)

provided under this Agreement constitute “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and

(ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 or 6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.6(c).

(d)

6.7

Excise Tax Adjustment.

(a)

(b)

the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and

(C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

(c)

(d)

GENERAL PROVISIONS.

7.1

termination of employment) to Executive’s Company-issued email address, or at such other address as the Company or Executive may designate by ten (10) days’ advance written notice to the other.

7.2

law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

7.3

7.4

Complete Agreement. This Agreement (including Exhibit A) constitutes the entire agreement between Executive and the Company with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements, including the Prior Agreement. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in writing signed by Executive and an authorized officer of the Company.

7.5

7.6

Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

7.7

7.8

Choice of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the State of New Jersey.

7.9

execution, performance or termination of this Agreement or Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family and Medical Leave Act, the Employee Retirement Income Security Act (“ERISA”), and any similar federal, state or local law, statute, regulation, or

any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy and further shall not apply to discrimination, harassment, or retaliation claims to the extent prohibited by applicable law. The location for the arbitration shall be the Northern New Jersey area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims, in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By electing arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a federal, state or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement on the day and year first written above.


CELULARITY INC.
By:	/s/ Robert J. Hariri
Name	Robert J. Hariri, MD, PhD
Title	Chief Executive Officer
EXECUTIVE:
By:	/s/ Bradley Glover
Name	Bradley Glover

Exhibit A

EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT

In consideration of my continued employment by Celularity Inc. and its subsidiaries, parents, affiliates, successors and assigns (together, “Company”) and the compensation now and later paid to me, I hereby enter into this Employee Confidential Information, Inventions, Non- Solicitation and Non-Competition Agreement (the “Agreement”) and agree as follows:

CONFIDENTIAL INFORMATION PROTECTIONS.

1.1

including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure.

1.2

Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information of Company. By way of illustration but not

limitation, “Confidential Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, compositions of matter, models, methods, software in source or object code versions, data and databases, programs, drawings, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology, whether or not patentable or protectable by copyright, and all Intellectual Property Rights therein (collectively, “Inventions”); (b) information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting Company business, suppliers and supplier information, and purchasing; (c) information regarding customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of Company and other non-public information relating to customers and potential customers; (d) information regarding any of Company’s business partners and their services, including names; representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by Company, and other non-public information relating to business partners;

(e) information regarding personnel, employee lists, compensation, and employee skills; and

(f) any other non-public information which a competitor of Company could use to the competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which was known to me prior to employment with Company, provided I have no knowledge that the source of such information was bound by a confidentiality agreement or other obligation of secrecy to Company or third party or which is generally known in the trade or industry through no breach of this Agreement or other act or omission by me. This Section 1.2 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that, prior to disclosure, I shall first have given reasonable notice to Company so that Company can elect to seek a protective order or other available protections.

1.3

1.4

temporal limitation relevant to the contested restriction, provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.

1.5

ASSIGNMENTS OF INVENTIONS.

2.1

2.2

Excluded Inventions. Attached hereto as Exhibit A is a list describing all Inventions, if any, in which I have an existing interest or may have a future interest as of the commencement of my employment, that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment with, and which are not to be assigned to, Company (“Excluded Inventions”). If no such list is attached, I represent and warrant that it is because I have no rights in any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or development. If disclosure of any such Excluded Inventions would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Excluded Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reason. I acknowledge and agree that I shall not use any Excluded Inventions in the scope of my employment, or include any Excluded Inventions in any product or service of Company, in each case without informing Company in

writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, unless Company and I agree otherwise in writing as to particular Excluded Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above and whether not consent is sought or obtained), a non- exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license,

with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions.

2.3

2.4

2.5

2.6

2.7

Ownership of Work Product.

(a)

(b)

2.8

2.9

distribution of any source code owned or licensed by Company except in strict compliance with any policies of Company regarding the use of such software.

NO SOLICITATION OF EMPLOYEES, CONSULTANTS, CONTRACTORS, OR

CUSTOMERS OR POTENTIAL CUSTOMERS. I acknowledge that, because of the nature of my work for Company, my solicitation, serving or retention of certain customers, consultants or partners with whom Company does business from time to time related to my work for Company would necessarily involve the use or disclosure of Confidential Information, and the relationships and goodwill of Company and would otherwise impair the legitimate business interests of Company. Accordingly, I agree that during the period of my employment and for the one (1) year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company:

5.1

5.2

Section 6 below);

5.3

5.4

solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter its relationship with Company;

5.5

solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Conflicting Services; or

5.6

perform, provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.

The parties agree that for purposes of this Agreement, “Restricted Territory” means the (1) United

States, and (2) the twenty-five (25) mile radius of any of the following locations to the extent outside of the United States: (i) any Company business location at which I have worked on a regular or occasional basis during the preceding year; (ii) any potential business location of Company under active consideration by Company to which I have traveled in connection with the consideration of that location; (iii) the primary business location of a Customer or Potential Customer; or (iv) any business location of a Customer or Potential Customer where representatives of the Customer or Potential Customer with whom I have been in contact in the preceding year are based.

REASONABLENESS OF RESTRICTIONS.

7.1

7.2

7.3

7.4

NO CONFLICTING AGREEMENT OR OBLIGATION. I represent that my

performance of all the terms of this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement.

Third Party Information or Confidential Information of Company, together with all copies thereof. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by

Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company’s personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company’s termination statement if required to do so by Company.

10.

LEGAL AND EQUITABLE REMEDIES.

10.1

10.2

10.3

11.

12.

PUBLICATION OF THIS AGREEMENT TO SUBSEQUENT EMPLOYER OR BUSINESS ASSOCIATES OF EMPLOYEE.

12.1

others involved in managing the business with which I have an opportunity to be associated of my obligations under this Agreement and also agree to provide such person or persons with a copy of this Agreement.

12.2

13.

GENERAL PROVISIONS.

13.1

13.2

13.3

13.4

13.5

13.6

13.7

Export. I agree not to export, reexport, or transfer, directly or indirectly, any U.S.

technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations.

13.8

Interpretation. The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, (i) unless otherwise specified, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation,” (ii) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other thing extends, and such phrase will not mean simply “if,” (iii) the word “will” shall be deemed to have the same meaning and effect as the word “shall,” (iv) the terms “or,” “any” or “either” are not

exclusive, and (v) the headings contained in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement and will not be referred to in connection with the construction or interpretation of this Agreement.

13.9

13.10

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[SIGNATURE PAGE TO EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT]

This Agreement will be effective as of April 1, 2022.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.


By:	/s/ Bradley Glover
Name	Bradley Glover
ACCEPTED AND AGREED TO: CELULARITY INC.
By:	/s/ Robert J. Hariri
Name	Robert J. Hariri, MD, PhD
Title	Chief Executive Officer

EXHIBIT A

LIST OF EXCLUDED INVENTIONS


	No Inventions.
	See below:
	Title Description	Date	Identifying Number or Brief Description


	Additional sheets attached.

Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to Inventions generally listed below:


	Invention or Improvement	Party(ies)	Relationship
1.
2.
3.
	Additional sheets attached.

Exhibit 10.12

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Adrian Kilcoyne (“Executive”) and Celularity Inc. (the “Company”), effective as of September 29, 2022 (the “Effective Date”).

Executive and the Company are currently parties to an offer letter dated August 23, 2022 (the “Prior Agreement”), which is superseded by this Agreement;

The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive’s personal services to the Company from and after the Effective Date; and

Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

EMPLOYMENT BY THE COMPANY.

1.1

1.2

Position. Subject to the terms set forth herein, the Company agrees to employ Executive and Executive hereby accepts such employment. As of the Effective Date, Executive shall serve as Executive Vice President, Chief Medical Officer, Head of Global Medical Affairs, Patient Safety and Patient Affairs. During the term of Executive’s employment with the Company, and excluding periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts to perform faithfully and efficiently such responsibilities.

1.3

Duties. Executive will report to the Chief Executive Officer and will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position as Executive Vice President, Chief Medical Officer, Head of Global Medical Affairs, Patient Safety and Patient Affairs, as shall reasonably be assigned to Executive, subject to

the oversight and direction of the Chief Executive Officer. Executive shall be expected to comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the Company, Executive is required to maintain in good standing any licenses and certifications necessary for the performance of Executive’s duties for the Company.

1.4

Location. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate headquarters, currently in Florham Park, New Jersey, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

1.5

Company Policies and Benefits. The employment relationship between the parties is subject to the Company’s written personnel policies and procedures as they may be adopted, revised, or deleted from time to time in the Company’s sole discretion. Executive will be eligible to participate on the same basis as similarly-situated employees in the Company’s benefit plans in effect from time to time during Executive’s employment in accordance with the terms of such benefit plans. Subject to the preceding sentence, the Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

1.6

COMPENSATION.

2.1

Salary. Commencing on the Effective Date, Executive shall receive an annualized base salary payable at a rate of $475,000, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).

2.2

Bonus.

(a)

Executive must be an employee in good standing through the date the Annual Bonus is paid to be eligible to receive an Annual Bonus and no partial or prorated bonuses will be provided. Unless otherwise stated in Section 6, any Annual Bonus, if awarded, will be paid at the same time annual bonuses are generally paid to other similarly-situated employees of the Company. Executive’s eligibility for an Annual Bonus is subject to change in the discretion of the Board (or any authorized committee thereof).

(b)

2.3

2.4

Signing Bonus. The Company will pay a one-time bonus to Executive in an amount equal to $115,000, less applicable deductions and federal and state payroll withholding (the “Signing Bonus”). The Signing Bonus will be paid to Executive in a lump sum on or before the second regularly scheduled payroll date in calendar year 2023 and in accordance with the Company’s standard payroll practices, subject to Executive remaining employed by the Company through the date such Signing Bonus is paid. If Executive’s service to the Company terminates for any reason (other than a termination by the Company without Cause, a resignation by Executive for Good Reason, or a termination by virtue of Executive’s death or Disability (as defined below)) prior to the second anniversary of the Effective Date, Executive will be required to, and hereby agrees to, repay the Signing Bonus (on a net of tax basis) (such amount, the “Repayment Amount”). Executive agrees that the Company may deduct, in accordance with applicable law, the Repayment Amount from any payments the Company owes Executive, including but not limited to, any regular payroll amount, severance payments (if applicable) and/or any expense payments. Executive further agrees to pay to the Company, within thirty (30) days of the termination date, any remaining unpaid balance of the Repayment Amount not covered by such deductions.

2.5

CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION OBLIGATIONS. In connection with Executive’s employment with the Company, Executive will receive and have access to the Company’s confidential information and

trade secrets. Accordingly, and in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to sign the Company’s Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Confidential Information Agreement”), attached as Exhibit A, which contains certain confidentiality, non-disclosure, non-solicitation and non-competition obligations, among other obligations. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination or expiration of this Agreement and will supersede, prospectively only, any agreement that Executive previously signed relating to the same subject matter.

NO CONFLICT WITH EXISTING OBLIGATIONS. Executive represents that Executive’s performance of all the terms of this Agreement and service as an employee of the Company do not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith or with Executive’s duties to the Company.

TERMINATION OF EMPLOYMENT. The parties acknowledge that Executive’s employment relationship with the Company is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as defined below) or advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Executive upon termination of employment and do not alter this at-will status.

6.1

Termination by Virtue of Death or Disability of Executive.

(a)

(b)

(c)

6.2

Termination by the Company or Resignation by Executive (not in connection with a Change in Control).

(a)

Period (as defined below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and further provided that Executive timely executes and allows to become effective a separation agreement that includes, among other terms, a general release of claims in favor of the Company and its Affiliates and representatives, in the form presented by the Company (the “Separation Agreement”), and subject to Section 6.2(b) (the date that the general release of claims in the Separation Agreement becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then Executive shall be eligible to receive the following severance benefits (collectively the “Non-CIC Severance Benefits”):

(i)

(ii)

(iii)

but in no event later than March 15 of the year following the year to which the bonus is attributable; and

(iv)

(b)

(c)

(d)

Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company is being terminated; and (4) Executive voluntarily terminates Executive’s employment within thirty (30) days following the end of the Cure Period.

(e)

(f)

(g)

(h)

6.3

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).

(a)

(i)

The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve (12) months (the “CIC

Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date;

(ii)

Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;

(iii)

(iv)

(b)

(c)

6.4

6.5

6.6

Application of Section 409A.

(a)

(b)

(c)

(d)

6.7

Excise Tax Adjustment.

(a)

(b)

(c)

Company shall appoint a nationally-recognized accounting or law firm to make the determinations required by this Section 6.7. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.

(d)

GENERAL PROVISIONS.

7.1

7.2

7.3

7.4

Complete Agreement. This Agreement (including Exhibit A), and any other separate agreement relating to equity awards constitute the entire agreement between Executive

and the Company with regard to the subject matter hereof and supersede any prior oral discussions or written communications and agreements, including the Prior Agreement. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in writing signed by Executive and an authorized officer of the Company.

7.5

7.6

Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

7.7

7.8

Choice of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the laws of the State of New Jersey.

7.9

event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By electing arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a federal, state or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the day and year first written above.


	CELULARITY INC.
	By:	/s/ Robert J. Hariri
	Name	Robert J. Hariri, MD, PhD
	Title	Chief Executive Officer
	EXECUTIVE:
	By:	/s/ Adrian Kilycoyne
	Name	Adrian Kilcoyne

Exhibit A

EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT

In consideration of my employment by Celularity Inc. and its subsidiaries, parents, affiliates, successors and assigns (together, “Company”) and the compensation now and later paid to me, I hereby enter into this Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Agreement”) and agree as follows:

CONFIDENTIAL INFORMATION PROTECTIONS.

7.10

7.11

7.12

7.13

applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, I agree and Company agrees that the two (2) year period after the date my employment ends will be the temporal limitation relevant to the contested restriction, provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.

7.14

ASSIGNMENTS OF INVENTIONS.

8.1

8.2

I give Company notice as required above and whether not consent is sought or obtained), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions.

8.3

8.4

8.5

Obligation to Keep Company Informed. During the period of my employment and for one (1) year after termination of my employment, I will promptly and fully disclose to Company in writing all Inventions authored, conceived, developed or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to Company all patent applications filed by me or on my behalf or in which I am named as an inventor within one (1) year after termination of employment. At the time of each such disclosure, I will advise Company in writing of any Inventions that I believe fully qualify for protection under the provisions of the New Jersey Inventions Law; and I will at that time provide to Company in writing all evidence necessary to substantiate that belief. Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any Confidential Information disclosed in writing to Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of the New Jersey Inventions Law. I will preserve the

confidentiality of any Invention that does not fully qualify for protection under the New Jersey Inventions Law.

8.6

8.7

Ownership of Work Product.

(a)

(b)

8.8

8.9

10.

11.

11.1

11.2

11.3

of Company, for any reason, within the preceding three (3) months to research, develop, market, sell, perform or provide Conflicting Services;

11.4

solicit, induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter its relationship with Company;

11.5

solicit or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer to purchase or contract for any Conflicting Services; or

11.6

perform, provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer.

12.

The parties agree that for purposes of this Agreement, “Restricted Territory” means the (1) United States, and (2) the twenty-five (25) mile radius of any of the following locations to the extent outside of the United States: (i) any Company business location at which I have worked on a regular or occasional basis during the preceding year; (ii) any potential business location of Company under active consideration by Company to which I have traveled in connection with the consideration of that location; (iii) the primary business location of a Customer or Potential

Customer; or (iv) any business location of a Customer or Potential Customer where representatives of the Customer or Potential Customer with whom I have been in contact in the preceding year are based.

13.

REASONABLENESS OF RESTRICTIONS.

13.1

13.2

13.3

13.4

14.

15.

RETURN OF COMPANY PROPERTY. When I leave the employ of Company, or at such earlier time requested by Company, I will promptly deliver to Company any and all drawings, notes, memoranda, specifications, devices, formulas and other documents and materials of any nature pertaining to my work with Company or containing or disclosing any Company Inventions, Third Party Information or Confidential Information of Company, together with all copies thereof. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide Company

with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company’s personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company’s termination statement if required to do so by Company.

16.

LEGAL AND EQUITABLE REMEDIES.

16.1

16.2

16.3

17.

18.

PUBLICATION OF THIS AGREEMENT TO SUBSEQUENT EMPLOYER OR BUSINESS ASSOCIATES OF EMPLOYEE.

18.1

18.2

others involved in managing the business with which I am employed or associated and to make such persons aware of my obligations under this Agreement.

19.

GENERAL PROVISIONS.

19.1

19.2

19.3

19.4

19.5

19.6

19.7

19.8

word “extent” in the phrase “to the extent” will mean the degree to which a subject or other thing extends, and such phrase will not mean simply “if,” (iii) the word “will” shall be deemed to have the same meaning and effect as the word “shall,” (iv) the terms “or,” “any” or “either” are not exclusive, and (v) the headings contained in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement and will not be referred to in connection with the construction or interpretation of this Agreement.

19.9

19.10

[Remainder of page intentionally left blank.]

[SIGNATURE PAGE TO EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS, NON-SOLICITATION AND NON-COMPETITION AGREEMENT]

This Agreement will be effective as of September 29, 2022.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.



By:	/s/ Adrian Kilcoyne
Name	Adrian Kilcoyne

ACCEPTED AND AGREED TO: CELULARITY INC.
By:	/s/ Robert J. Hariri
Name	Robert J. Hariri, MD, PhD
Title	Chief Executive Officer

EXHIBIT A

LIST OF EXCLUDED INVENTIONS


	No Inventions.

	See below:

Title Description		Date	Identifying Number or Brief Description


	Additional sheets attached.

Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to Inventions generally listed below:


	Invention or Improvement		Party(ies)	Relationship
1.
2.
3.

		Additional sheets attached.

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Hariri, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Celularity Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: November 10, 2022	By:	/s/ Robert J. Hariri
		Robert J. Hariri, M.D., Ph.D.
		Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David C. Beers, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Celularity Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: November 10, 2022	By:	/s/ David C. Beers
		David C. Beers
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Celularity Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 10, 2022	By:	/s/ Robert J. Hariri
		Robert J. Hariri, M.D., Ph.D.
		Chief Executive Officer (Principal Executive Officer)

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Celularity Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Celularity Inc. and will be retained by Celularity Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 10, 2022	By:	/s/ David C. Beers
		David C. Beers Chief Financial Officer
		(Principal Financial and Accounting Officer)