GX Acquisition Corp. Contracts & Agreements

Securities Purchase Agreement dated as of November 25, 2024, by and between Celularity Inc. and the investor parties thereto (Filed With SEC on December 2, 2024)

Form of Unsecured Bridge Note (Filed With SEC on December 2, 2024)

Form of Purchaser Warrant (Filed With SEC on December 2, 2024)

Form of Placement Agent Warrant (Filed With SEC on December 2, 2024)

Amendment dated August 16, 2024 to the Loan Agreement dated August 21, 2023 by and between Celularity Inc. and the lender parties thereto (Filed With SEC on October 16, 2024)

Lease Amendment, dated September 14, 2023, by and between LSREF4 Turtle, LLC and Celularity Inc (Filed With SEC on July 30, 2024)

Standby Equity Purchase Agreement, dated March 13, 2024, between Celularity, Inc. and YA II PN, Ltd (Filed With SEC on March 15, 2024)

Form of convertible promissory note (Filed With SEC on March 15, 2024)

Registration Rights Agreement, dated March 13, 2024, between Celularity, Inc. and YA II PN, Ltd (Filed With SEC on March 15, 2024)

Forbearance Agreement, dated March 13, 2024, between Celularity Inc. and Resorts World Inc Pte Ltd (Filed With SEC on March 15, 2024)

Forbearance Agreement, dated March 13, 2024, between Celularity Inc. and C.V. Starr & Co. Inc (Filed With SEC on March 15, 2024)

Warrant issued to Resorts World Inc Pte Ltd, dated as of March 13, 2024 (Filed With SEC on March 15, 2024)

Second Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated January 7, 2021 by and between Celularity Inc. and Robert J. Hariri (Filed With SEC on February 22, 2024)

Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and David Beers (Filed With SEC on February 22, 2024)

Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and Stephen Brigido (Filed With SEC on February 22, 2024)

Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and John Haines (Filed With SEC on February 22, 2024)

Amendment dated February 16, 2024 to the Employment Agreement dated as of September 29, 2022 by and between Celularity Inc. and Adrian Kilcoyne (Filed With SEC on February 22, 2024)

Amendment dated February 16, 2024 to the Employment Agreement dated as of July 13, 2022 by and between Celularity Inc. and K. Harold Fletcher (Filed With SEC on February 22, 2024)

Securities Purchase Agreement, between Celularity Inc. and Dragasac Limited, dated as of January 12, 2024 (Filed With SEC on January 17, 2024)

PIPE Warrant issued to Dragasac Limited, dated as of January 16, 2024 (Filed With SEC on January 17, 2024)

Investor Rights Agreement, between Celularity Inc. and Dragasac Limited, dated as of January 12, 2024 (Filed With SEC on January 17, 2024)

Amended and Restated Warrant,between Celularity Inc. and Dragasac Limited, dated as of January 16, 2024 (Filed With SEC on January 17, 2024)

Second Amended and Restated Loan Agreement, among Celularity Inc., Celularity LLC and Resorts World Inc Pte Ltd dated as of January 12, 2024 (Filed With SEC on January 17, 2024)

Tranche 1 Warrant issued to RWI, dated as of January 16, 2024 (Filed With SEC on January 17, 2024)

Tranche 2 Warrant issued to RWI, dated as of January 16, 2024 (Filed With SEC on January 17, 2024)

Investor Rights Agreement dated as of January 12, 2024, between Celularity Inc. and Resorts World Inc Pte Ltd (Filed With SEC on January 17, 2024)

Support Agreement, dated as of January 12, 2024 (Filed With SEC on January 17, 2024)

Supplemental Letter Agreement to Pre-Paid Advance dated as of September 15, 2022, by and between Celularity Inc. and YA II PN, Ltd. dated on September 18, 2023 (Filed With SEC on January 3, 2024)

Second Amendment to the Lease Agreement originally entered on March 13, 2019, by and between Celularity Inc. and LPIT 170 Park Avenue, LLC, dated on September 14, 2023 (Filed With SEC on January 3, 2024)

Loan Agreement, dated as of August 21, 2023, among Celularity Inc. and the lenders thereto (Filed With SEC on August 25, 2023)

Form of Additional Starr Warrant dated as of June 20, 2023, by and between Celularity Inc. and C.V. Starr & Co., Inc (Filed With SEC on August 14, 2023)

Securities Purchase Agreement dated as of July 27, 2023, by and between Celularity Inc. and the investors party thereto (Filed With SEC on July 28, 2023)

Form of Common Stock Purchase Warrant (Filed With SEC on July 28, 2023)

Placement Agency Agreement, dated as of July 27, 2023, by and between Celularity Inc. and the placement agent party thereto (Filed With SEC on July 28, 2023)

Amendment to certain warrants issued on May 20, 2022 and April 4, 2023, dated as of July 27, 2023, by and between Celularity Inc. and the holder party thereto (Filed With SEC on July 28, 2023)

Form of Amended and Restated Secured Loan Agreement, dated as of June 20, 2023, by and between Celularity Inc. and the lender party thereto (Filed With SEC on June 21, 2023)

Form of RWI Warrant (Filed With SEC on June 21, 2023)

Form of Securities Purchase Agreement, among Celularity Inc. and the purchaser party thereto (Filed With SEC on May 19, 2023)

Form of PIPE Warrant (Filed With SEC on May 19, 2023)

Form of Registration Rights Agreement, among Celularity Inc. and the holder party thereto (Filed With SEC on May 19, 2023)

Secured Loan Agreement, dated as of May 16, 2023, among Celularity Inc. and the lender party thereto (Filed With SEC on May 16, 2023)

Securities Purchase Agreement dated as of April 4, 2023, by and between Celularity Inc. and the investors party thereto (Filed With SEC on April 7, 2023)

Form of Common Stock Purchase Warrant (Filed With SEC on April 7, 2023)

Placement Agency Agreement, dated as of April 4, 2023, by and between Celularity Inc. and the placement agent party thereto (Filed With SEC on April 7, 2023)

Amendment No.1 to certain warrants issued on May 20, 2022, dated as of April 4, 2023, by and between Celularity Inc. and the holder party thereto (Filed With SEC on April 7, 2023)

Advisory Agreement, as of August 16, 2022, by and between Celularity Inc. and Robin L. Smith (Filed With SEC on November 10, 2022)

Consulting Agreement, as of September 21, 2022, between Celularity Inc. and the Andrew L. Pecora (Filed With SEC on November 10, 2022)

Scientific and Clinical Advisor Agreement, as of September 1, 2022, by and between Celularity Inc. and Andrew L. Pecora (Filed With SEC on November 10, 2022)

Employment Agreement, as of April 1, 2022, by and between Celularity Inc. and Stephen A. Brigido (Filed With SEC on November 10, 2022)

Employment Agreement, as of April 1, 2022, by and between Celularity Inc. and David C. Beers (Filed With SEC on November 10, 2022)

Employment Agreement, as of April 1, 2022, by and between Celularity Inc. and John R. Haines (Filed With SEC on November 10, 2022)

Employment Agreement, as of July 13, 2022, by and between Celularity Inc. and Kyle H. Fletcher (Filed With SEC on November 10, 2022)

Employment Agreement, as of July 13, 2022, by and between Celularity Inc. and Keary Dunn (Filed With SEC on November 10, 2022)

Employment Agreement, as of October 4, 2022, by and between Celularity Inc. and Bradley Glover (Filed With SEC on November 10, 2022)

Employment Agreement, as of September 29, 2022, by and between Celularity Inc. and Adrian Kilcoyne (Filed With SEC on November 10, 2022)

Pre-Paid Advance Agreement, dated September 15, 2022, by and between Celularity Inc. and YA II PN, Ltd (Filed With SEC on September 15, 2022)

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 (Filed With SEC on September 8, 2022)

Securities Purchase Agreement, dated as of May 18, 2022, among Celularity Inc. and the purchaser party thereto (Filed With SEC on May 20, 2022)

Form of Common Stock Purchase Warrant issued on May 20, 2022 (Filed With SEC on May 20, 2022)

Registration Rights Agreement, dated as of May 20, 2022, among Celularity Inc. and the holder party thereto (Filed With SEC on May 20, 2022)

Placement Agency Agreement, dated as of May 18, 2022, among Celularity Inc. and the placement agent party thereto (Filed With SEC on May 20, 2022)

Form of Underwriting Agreement (Filed With SEC on May 11, 2022)

Form of Warrant (Filed With SEC on May 11, 2022)

Form of Representatives Warrant (Filed With SEC on May 11, 2022)

Description of Securities (Filed With SEC on March 31, 2022)

Employment Agreement by and between Celularity and Anne Jones, dated as of January 7, 2021 (Filed With SEC on March 31, 2022)

Form of A&R Warrant to Purchase Class A Common Stock of Celularity Inc (Filed With SEC on March 1, 2022)

Form of Warrant to Purchase Series B Preferred Stock of Celularity Inc., by and between Celularity Inc. and the holder thereof dated March 16, 2020 (Filed With SEC on November 12, 2021)

Employment Agreement by and between the Company and Dr. Andrew Pecora, dated as of September 15, 2021 (Filed With SEC on September 15, 2021)

Celularity Inc. 2021 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder (Filed With SEC on August 16, 2021)

Celularity Inc. 2021 Employee Stock Purchase Plan (Filed With SEC on August 16, 2021)

Specimen Common Stock Certificate of the Company (Filed With SEC on July 22, 2021)

Specimen Warrant Certificate of the Company (Filed With SEC on July 22, 2021)

Amended and Restated Registration Rights Agreement (Filed With SEC on July 22, 2021)

Vesting Agreement dated as of July 16, 2021 by and among GX Sponsor LLC, Celularity Inc. (f/k/a GX Acquisition Corp.), and each of the other Persons set forth on the signature... (Filed With SEC on July 22, 2021)

Form of Deferred Compensation Award Grant Notice (Filed With SEC on July 22, 2021)

Letter Agreement by and among GX Acquisition Corp., Alpha First Merger Sub, Inc., Alpha Second Merger Sub, LLC and Celularity Inc (Filed With SEC on May 14, 2021)

Celularity Inc. 2017 Equity Incentive Plan (Filed With SEC on January 25, 2021)

Form of Celularity Stock Option Grant Notice, Option Agreement and Notice of Exercise under the 2017 Equity Incentive Plan (Filed With SEC on January 25, 2021)

Celularity Inc. 2018 Annual Incentive Plan (Filed With SEC on January 25, 2021)

Employment Agreement by and between Celularity and Robert J. Hariri, dated as of January 7, 2021 (Filed With SEC on January 25, 2021)

Employment Agreement by and between Celularity and David C. Beers, dated as of January 7, 2021 (Filed With SEC on January 25, 2021)

Employment Agreement by and between Celularity and Gregory Berk, dated as of January 7, 2021 (Filed With SEC on January 25, 2021)

Employment Agreement by and between Celularity and Stephen A. Brigido, dated as of January 7, 2021 (Filed With SEC on January 25, 2021)

Employment Agreement by and between Celularity and Keary Dunn, dated as of January 7, 2021 (Filed With SEC on January 25, 2021)

Employment Agreement by and between Celularity and John R. Haines, dated as of January 7, 2021 (Filed With SEC on January 25, 2021)

Employment Agreement by and between Celularity and Xiaokui Zhang, dated as of January 7, 2021 (Filed With SEC on January 25, 2021)

Warrant to Purchase Series B Preferred Stock of Celularity Inc., by and between Celularity Inc. and Dragasac Limited, dated January 9, 2020 (Filed With SEC on January 25, 2021)

Form of Warrant to Purchase Series B Preferred Stock of Celularity Inc., dated March 16, 2020 (Filed With SEC on January 25, 2021)

Amendment No.1 to Warrant to Purchase Series B Preferred Stock of Celularity Inc., dated as of January 8, 2021 by and between Celularity Inc. and Starr International Investments,... (Filed With SEC on January 25, 2021)

Amendment No.1 to Warrant to Purchase Series B Preferred Stock of Celularity Inc., dated as of March16, 2020 by and between Celularity Inc. and Dragasac Limited (Filed With SEC on January 25, 2021)

Amendment No.2 to Warrant to Purchase Series B Preferred Stock of Celularity Inc., dated as of January8, 2021 by and between Celularity Inc. and Dragasac Limited (Filed With SEC on January 25, 2021)

Lease Agreement, dated March 13, 2019, by and between LSREF4 Turtle, LLC and Celularity Inc (Filed With SEC on January 25, 2021)

Merger Agreement and Plan of Reorganization, dated as of January 8, 2021 by and among GX Acquisition Corp., Alpha First Merger Sub, Inc., Alpha Second Merger Sub LLC and... (Filed With SEC on January 8, 2021)

Form of Subscription Agreement (Filed With SEC on January 8, 2021)

Form of Stockholder Support Agreement (Filed With SEC on January 8, 2021)

Sponsor Support Agreement, dated as of January 8, 2021 by and among GX Acquisition Corp., Celularity Inc., GX Sponsor LLC and the directors and officers of GX Acquisition Corp.... (Filed With SEC on January 8, 2021)

Description of the Companys Registered Securities (Filed With SEC on March 24, 2020)

Underwriting Agreement, dated May 20, 2019, by and among the Company and Cantor Fitzgerald & Co., as representatives of the several underwriters (Filed With SEC on May 24, 2019)

Warrant Agreement, dated May 20, 2019, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Filed With SEC on May 24, 2019)

Letter Agreement, dated May 20, 2019, by and among the Company, its officers, its directors and the Sponsor (Filed With SEC on May 24, 2019)

Investment Management Trust Agreement, dated May 20, 2019, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Filed With SEC on May 24, 2019)

Registration Rights Agreement, dated May 20, 2019, by and among the Company and the Sponsor (Filed With SEC on May 24, 2019)

Administrative Support Agreement, dated May 20, 2019, by and between the Company and Trimaran Fund Management, LLC (Filed With SEC on May 24, 2019)

Private Placement Warrants Purchase Agreement, dated May 20, 2019, by and between the Company and the Sponsor (Filed With SEC on May 24, 2019)

Underwriting Agreement, dated May 20, 2019, by and among the Company and Cantor Fitzgerald & Co., as representatives of the several underwriters (Filed With SEC on May 24, 2019)

Warrant Agreement, dated May 20, 2019, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Filed With SEC on May 24, 2019)

Letter Agreement, dated May 20, 2019, by and among the Company, its officers, its directors and the Sponsor (Filed With SEC on May 24, 2019)

Investment Management Trust Agreement, dated May 20, 2019, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Filed With SEC on May 24, 2019)

Registration Rights Agreement, dated May 20, 2019, by and among the Company and the Sponsor (Filed With SEC on May 24, 2019)

Administrative Support Agreement, dated May 20, 2019, by and between the Company and Trimaran Fund Management, LLC (Filed With SEC on May 24, 2019)

Private Placement Warrants Purchase Agreement, dated May 20, 2019, by and between the Company and the Sponsor (Filed With SEC on May 24, 2019)

Form of Underwriting Agreement (Filed With SEC on May 13, 2019)

Specimen Unit Certificate (Filed With SEC on May 13, 2019)

Specimen Class A Common Stock Certificate (Filed With SEC on May 13, 2019)

Specimen Warrant Certificate (Filed With SEC on May 13, 2019)

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant (Filed With SEC on May 13, 2019)

Form of Letter Agreement among the Registrant and our officers, directors and GX Sponsor LLC (Filed With SEC on May 13, 2019)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant (Filed With SEC on May 13, 2019)

Form of Registration Rights Agreement between the Registrant and certain security holders (Filed With SEC on May 13, 2019)

Form of Private Placement Warrants Purchase Agreement between the Registrant and GX Sponsor LLC (Filed With SEC on May 13, 2019)

Form of Indemnity Agreement (Filed With SEC on May 13, 2019)

Form of Administrative Support Agreement by and between the Registrant and Trimaran Fund Management, LLC (Filed With SEC on May 13, 2019)

Amended and Restated Promissory Note, dated March 29, 2019, issued to GX Sponsor LLC (Filed With SEC on April 26, 2019)

Securities Subscription Agreement, dated September 24, 2018, between the Registrant and GX Sponsor LLC (Filed With SEC on April 26, 2019)

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GX Acquisition Corp. Contracts & Agreements