Amendment Agreement to Common Stock Purchase Warrants between Celularity Inc. and Warrant Holder
Celularity Inc. and a holder of its common stock purchase warrants agree to amend the terms of existing warrants. The amendment sets a new exercise price of $2.50 per share and extends the expiration date to 2030. Each party is responsible for its own advisory and legal fees, while Celularity will cover transfer agent fees and taxes related to the amendment. The agreement is governed by New York law and requires written consent for any further changes.
Exhibit 10.2
CELULARITY INC.
June __, 2025
Holder of Common Stock Purchase Warrants
| Re: | Amendment to Common Stock Purchase Warrants |
Dear Holder:
In connection with the purchase of ______ shares of Class A common stock of Celularity Inc. (the “Company”) for an aggregate purchase price of $______, the Company hereby agrees to amend warrants to purchase ______ shares of Class A common stock currently held by the Holder (the “Warrants”) to (i) revise the exercise price of the Warrants to $2.50 per share and (ii) extend the expiration date of such Warrants to ____, 2030.
Each party hereto shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this letter agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the amendment of the Warrants.
No provision of this letter agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, or, in the case of a modification, supplement, or amendment, by each of the parties hereto. No waiver of any default with respect to any provision, condition or requirement of this letter agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
This Agreement shall be governed by the laws of the State of New York without regard to the principles of conflicts of law thereof.
***************
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Please do not hesitate to call me if you have any questions.
| Sincerely yours, | ||
| CELULARITY INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
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Accepted and Agreed to:
Name of Holder: __________________________________________________________________
Signature of Authorized Signatory of Holder: ____________________________________________
Name of Authorized Signatory: _________________________________________________________
Title of Authorized Signatory: ________________________________________________________
Total Warrant Shares: _________________________
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