Execuition Version
CELULARITY INC.
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of January 16, 2024 is made by and among Celularity Inc., a Delaware corporation (“Celularity”), Resorts World Inc Pte Ltd, a company incorporated in Singapore (“RWI”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Celularity.
WHEREAS, Celularity and RWI have entered into a Second Amended and Restated Loan Agreement, dated of even date herewith (the “A&R RWI Loan”), which contemplates, among other items, the issuance of certain warrants to RWI for which the exercise price will be determined at a future date (the “Tranche 2 Warrants”);
WHEREAS, in order to comply with Nasdaq Marketplace Rule 5635(d) (“Rule 5635(d)”), the Tranche 2 Warrants provide that such warrants are not exercisable absent stockholder approval to the extent that the exercise price, once determined, is less than $0.24898, which is the “Minimum Price” as determined pursuant to Rule 5635(d);
WHEREAS, each Stockholder beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds stock options (“Celularity Options”) and restricted stock units (“Celularity RSUs”) issued under Celularity’s equity plans, and warrants (“Celularity Warrants”) to acquire the number of Shares, indicated opposite such Stockholder’s name on Schedule 1 attached hereto;
WHEREAS, as an inducement and a condition to the willingness of RWI to enter into the A&R RWI Loan, each Stockholder has agreed to enter into and perform this Agreement; and
WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the A&R RWI Loan.
NOW, THEREFORE, in consideration of, and as a condition to, RWI’s entering into the A&R RWI Loan, each Stockholder, Celularity and RWI agree as follows:
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EXECUTED as of the date first above written.
ROBERT J. HARIRI. MD. PhD
Signature:/s/ Robert J. Hariri
DEAN KEHLER
Signature:/s/ Dean Kehler
PETER DIAMANDIS. MD
Signature:/s/ Peter Diamandis
Signature Page to Celularity Support Agreement
EXECUTED as of the date first above written.
CELULARITY INC.
By: /s/ Robert J. Hariri
Name: Robert J. Hariri
Title: CEO
rESORTS WORLD INC PTE LTD.
By: /s/ HIU Woon Yau
Name: HIU Woon Yau
Title: Director
Signature Page to Celularity Support Agreement
SCHEDULE 1
Name, Address and Email Address of Stockholder | Shares of Celularity Common Stock | Celularity Warrants | Celularity Options | Celularity RSUs |
Robert J. Hariri, MD, PhD c/o Celularity 170 Park Avenue Florham Park, NJ 07932
robert.hariri@celularity.com | 28,472,008 |
2,084,854 | 5,047,195 |
- |
Dean Kehler c/o Celularity Inc. 170 Park Avenue Florham Park, NJ 07932
dean.kehler@trimarancapital.com | 1,809,144 |
1,880,000 | 110,205 |
36,145 |
Peter Diamandis, MD c/o Celularity Inc. 170 Park Avenue Florham Park, NJ 07932
peter@xprize.com | 1,107,145 |
- | 3,039,348 |
36,145 |