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Vericel Corporation
64 Sidney Street
Cambridge, MA 02139
T 617-588-5555 F 617-588-5554
www.vcel.com
LIMITED POWER OF ATTORNEY FOR
SECTION 16 AND RULE 144 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned's hereby
makes, constitutes and appoints each
of Dominick Colangelo, Gerard Michel and Mitchell S. Bloom as the
undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place
and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments
thereto) with respect to the securities of Vericel Corporation, a Michigan
corporation (the "Company"),
with the United States Securities and Exchange Commission, any national
securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as amended from
time to time (the
"Exchange Act");
(2) prepare, execute, acknowledge, deliver and file Forms 144 in
accordance with Rule 144 under
the Securities Act of 1933 (the Securities Act), and other documents in
connection therewith as
necessary or desirable to be done under Rule 144;
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information
on transactions in the Company's securities from any third party, including
brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such
information to the undersigned and approves and ratifies any such release
of information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or
desirable for and on behalf of the undersigned in connection with the
foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in his or her
discretion on information provided to such attorney-in-fact without
independent verification of such
information;
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(2) any documents prepared and/or executed by such attorney-in-fact
on behalf of the undersigned
pursuant to this Power of Attorney will be in such form and will contain
such information and disclosure as
such attorney-in-fact, in his or her discretion, deems necessary or
desirable;
(3) neither the Company nor such attorney-in-fact assumes (i) any
liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act or the
Securities Act, (ii) any liability of
the undersigned for any failure to comply with such requirements, or (iii)
any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with
the undersigned's obligations under the Securities Act or the Exchange Act,
including without limitation
the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing
attorney-in-fact full power and authority
to do and perform all and every act and thing whatsoever requisite,
necessary or appropriate to be done
in and about the foregoing matters as fully to all intents and purposes as
the undersigned might or could
do if present, with full power of substitution or revocation, hereby
ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and powers herein
granted.
This Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a
signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as
of this 18th day of June, 2019.
/s/ Michael Halpin
Signature
Michael Halpin
Print Name
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