EXECUTION VERSION
NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN SECURED BY SUCH SECURITIES.
TRANCHE 2
CLASS A COMMON STOCK PURCHASE WARRANT
Celularity Inc.
Warrant Shares: 13,500,000 | Date of Issuance: January 16, 2024 |
For value received, Celularity Inc., a Delaware corporation (the “Company”), hereby grants to Resorts World Inc Pte Ltd, a company incorporated in Singapore (“Holder”) this warrant (“Warrant”), upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the “Initial Exercise Date” (as defined herein) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of such Initial Exercise Date (the “Termination Date”), but not thereafter, to purchase that number of shares of the Company’s Class A Common Stock (defined below) as set forth in Section 2.2 hereof, as may be adjusted from time to time pursuant to Section 12 hereof. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.1.
“Business Day” means any day other than a Saturday, a Sunday or any other day on which the Federal Reserve Bank of New York is required by law to be closed.
“CFIUS” means the Committee on Foreign Investment in the United States.
“CFIUS Clearance” means that Dragasac Limited, an affiliate of the Holder, shall have provided written notice of the transaction contemplated by the A&R RWI Loan and the Securities Purchase Agreement dated January 12, 2024 by and between Dragasac Limited and the Company and any related transactions (the “LOA Notice”) to CFIUS in accordance with the terms of the Letter of Assurance between Dragasac Limited and CFIUS dated October 15, 2018, and (i) CFIUS has provided written notice to Dragasac Limited that it approves or does not object to, or that there are no unresolved national security concerns with respect to, the transaction contemplated by this Warrant and any related agreements and transactions, or (ii) CFIUS has not raised any objection to the transactions contemplated by this Warrant and any related agreements and transactions, or otherwise communicated to Dragasac Limited any concerns regarding the transactions, within the fifteen (15) days following submission of the LOA Notice to CFIUS.
“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company.
“Date of Issuance” means the date of issuance first written above.
“Exchange Cap Condition” means any one of the following: (a) the Warrant to acquire any Shares, after giving effect to such purchase and sale the aggregate number of Shares issued under this Warrant (or any other transaction that is integrated with this Warrant), would not exceed 19.9% of the outstanding Class A Common Stock as of the date of the A&R RWI Loan, (b) the Company’s stockholders have approved the exercise of this Warrant at an Exercise Price below the Loan Date Minimum Price in accordance with Nasdaq Listing Rule 5635(d) or any successor rule or (c) the Exercise Price, once determined pursuant to Section 2 (as may be adjusted pursuant to Section 12), equals or exceeds the Loan Date Minimum Price.
"Initial Exercise Conditions” means the occurrence of satisfaction of the following: (a) CFIUS Clearance, (b) six months (less a day) has elapsed since the Date of Issuance and (c) the Exchange Cap Condition.
"Initial Exercise Date” means the date on which all of the Initial Exercise Conditions are satisfied.
“Loan Date Minimum Price” means $0.24898 per share (which represents the lower of (i) the Nasdaq Official Closing Price on the Trading Day immediately preceding the date of the A&R RWI Loan; or (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the date of this Agreement.
“Minimum Price” means the “Minimum Price” as determined pursuant to Nasdaq Listing Rule 5635(d), or any successor rule, on the Initial Exercise Date.
“Trading Market” means any of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (i) if the Class A Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Class A Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Class A Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (ii) if the Class A Common Stock is not then listed or quoted on a Trading Market, but is listed or quoted on OTCQB or OTCQX, the volume weighted average price of the Class A Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable; (iii) if the Class A Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Class A Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Class A Common Stock so reported; or (iv) in all other cases, the fair market value of a share of Class A Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Shares then outstanding and reasonably acceptable to the Company.
2
X = Y(A-B)/A
where:
X = the number of Shares to be issued to the Holder;
Y = the number of Shares with respect to which this Warrant is being exercised;
A = the VWAP on the Trading Date immediately preceding the date of the applicable Notice of Exercise; and
B = the Exercise Price.
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the Date of Issuance indicated above.
COMPANY:
CELULARITY INC.
By: /s/ Robert J. Hariri
Name: Robert J. Hariri
Title: CEO
HOLDER:
RESORTS WORLD INC PTE LTD
By: /s/ HIU Woon Yau
Name: HIU Woon Yau
Title: Director
[Signature Page to Warrant – RWI Pte Ltd – Tranche 2]
EXHIBIT A
Notice of Exercise
To: Celularity Inc.
170 Park Ave
Florham Park, New Jersey 07932
By checking the appropriate line, the undersigned (“Holder”), pursuant to the provisions set forth in the Warrant to Purchase Class A Common Stock, dated January 16, 2024 (the “Warrant”), hereby elects to purchase [ ] shares of Class A Common Stock (as defined in the Warrant) pursuant to the terms of the Warrant, and tenders herewith payment of the purchase price for such shares in full as follows:
[ ] | check in the amount of $______ payable to order of the Company enclosed herewith |
[ ] | wire transfer of immediately available funds to the Company’s bank account |
[ ] | cashless exercise pursuant to Section 4.2 of the Warrant |
_____________________
Date:
_______________________________________
(Print Name)
________________________________________
_______________________________________
Signature