Exhibit 10.9


 


CELULARITY
INC.




INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”) is dated as of _________________, 2021 and is between Celularity
Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).


 


Recitals


 


A. Indemnitee’s
service to the Company substantially benefits the Company.


 


B. Individuals
are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate
protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.


 


C. Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance
as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional
protection.


 


D. In
order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company
to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.


 


E. This
Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation
and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall
this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.


 


Agreement


 


The parties agree as
follows:


 


1.
Definitions.


 


(a)
“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial
Owner solely by reason of (i) the stockholders of the Company approving a merger of the Company with another Person, or entering
into tender or support agreements relating thereto, provided such merger was approved by the Company’s board of directors,
or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.


 


(b)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events:


 


(i)  
Acquisition of Stock by Third Party. Any Person (as defined below) becomes the Beneficial Owner (as defined below),
directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s
then outstanding securities;


 






     


     


    

 


(ii)
Change in Board Composition. During any period of two consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constituted the Company’s board of directors and any
Approved Directors cease for any reason to constitute a majority of the members of the Company’s board of directors. “Approved
Directors” means new directors whose election or nomination by the board of directors was approved by a vote of at
least two thirds of the directors then still in office who either were directors at the beginning of such two-year period or whose
election or nomination for election was previously so approved; or


 


(iii)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other
than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately
after such merger or consolidation and with the power to elect a majority of the board of directors or other governing body of
such surviving entity.


 


(c)
“Corporate Status” describes the status of a person who is or was a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise.


 


(d)
“DGCL” means the General Corporation Law of the State of Delaware.


 


(e)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.


 


(f)  
“Enterprise” means the Company and any other corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company
as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary.


 


(g)
“Expenses” include all reasonably and actually incurred attorneys’ fees, retainers, court costs,
transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond or other appeal
bond or their equivalent, and (ii) for purposes of Section 10(d), Expenses incurred by Indemnitee in connection with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability
insurance policies maintained by the Company. Expenses, however, shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.


 


(h)
 “Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced
in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company,
any Enterprise or Indemnitee in any matter material to any such party (other than as Independent Counsel with respect to matters
concerning Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






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(i)  
“Person” shall have the meaning used for such term in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(j)  
“Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the
Company or otherwise and whether of a civil, criminal, administrative or investigative nature, whether formal or informal, including
any appeal therefrom and including without limitation any such Proceeding pending as of the date of this Agreement, in which Indemnitee
was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee
is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s
part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of
the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any
other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which
indemnification or advancement of expenses can be provided under this Agreement.


 


(k)
“to the fullest extent permitted by applicable law” means to the fullest extent permitted by all
applicable laws, including without limitation: (i) the fullest extent permitted by DGCL as of the date of this Agreement and (ii)
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 


(l)  
In connection with any Proceeding relating to an employee benefit plan: references to “fines” shall
include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at
the request of the Company” shall include any service as a director, officer, employee or agent of the Company which
imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the Company” as referred to in this Agreement.


 


2.
Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section
2 if Indemnitee is, or is threatened to be made, a party to or witness or other participant in any Proceeding, other than a Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct
was unlawful.


 






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3.
Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a witness or other participant in any Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this
Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction
to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding
was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or
such other court shall deem proper.


 


4.
Indemnification for Expenses of a Party Who is wholly or partly Successful. To the extent that Indemnitee is a party to, and
is successful (on the merits or otherwise) in defense of, any Proceeding or any claim, issue or matter therein, the Company shall
indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. For purposes
of this Section 4, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


5.
Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make
any indemnity in connection with any Proceeding (or any part of any Proceeding):


 


(a)
for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision,
vote or otherwise, except with respect to any excess beyond the amount paid;


 


(b)
for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended,
or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including
pursuant to any settlement arrangements);


 


(c)
for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of
any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange
Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act),
if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);


 


(d)
initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized
the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section
10(d) or (iv) otherwise required by applicable law; provided, for the avoidance of doubt, Indemnitee shall not be deemed for purposes
of this paragraph, to have initiated any Proceeding (or any part of a Proceeding) by reason of (i) having asserted any affirmative
defenses in connection with a claim not initiated by Indemnitee or (ii) having made any counterclaim (whether permissive or mandatory)
in connection with any claim not initiated by Indemnitee; or


 


(e)
if prohibited by the DGCL or other applicable law.


 






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6.
Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior
to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than
30 days, after the receipt by the Company of a written statement or statements requesting such advances from time to time (which
shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with
legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege
accorded by applicable law shall not be included with the invoice). Advances shall be unsecured and interest free and made without
regard to Indemnitee’s ability to repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, except, with respect to advances
of expenses made pursuant to Section 10(c), in which case Indemnitee makes the undertaking provided in Section 10(c). This Section
6 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or any part of any Proceeding)
for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part of any Proceeding) referenced
in Section 5(b) or 5(c) prior to a determination that Indemnitee is not entitled to be indemnified by the Company.


 


7.
Procedures for Notification and Defense of Claim.


 


(a)
Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification
or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written
notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying
the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability that it may have
to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute
a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.


 


(b)
If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and
officers’ liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of
the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The
Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts
payable as a result of such Proceeding in accordance with the terms of such policies.


 


(c)
In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled
to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld,
conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee
for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the
Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of
Indemnitee’s separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company,
(ii) counsel for the Company shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee
in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially
or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue
to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to
employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent
of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.


 






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(d)
Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.


 


(e)
The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected
without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company
acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense,
delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party
is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success
on the merits in the settled action, suit or proceeding.


 


(f)  
The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee
not paid by the Company without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned
or delayed.


 


8.
Procedures upon Application for Indemnification.


 


(a)
To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the request
will not relieve the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.


 


(b)
Upon written request by Indemnitee for indemnification pursuant to Section 8(a), a determination with respect to Indemnitee’s
entitlement thereto shall be made as follows, provided that a Change in Control shall not have occurred: (i) by a majority vote
of the Disinterested Directors, even though less than a quorum of the Company’s board of directors; (ii) by a committee of
Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s
board of directors; (iii) if there are no such Disinterested Directors or, if a majority of Disinterested Directors so direct,
by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee;
or (iv) if so directed by the Company’s board of directors, by the stockholders of the Company. If a Change in Control shall
have occurred, a determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel
in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee. If it is determined
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee
shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information that is
not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to
such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to
the extent permitted by applicable law.


 






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(c)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b),
the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the
Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee
advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board
of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may,
within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case
may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1, and
the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the
person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel
so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such
objection is without merit. If, within 20 days after the later of (i) submission by Indemnitee of a written request for indemnification
pursuant to Section 8(a) and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel,
either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection that shall have
been made by the Company or Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent
Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 8(b). Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 10(a), the Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(d)
The Company shall pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against
any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


9.
Presumptions and Effect of Certain Proceedings.


 


(a)
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under
this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption
by clear and convincing evidence.


 


(b)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of
itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company or, with
respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


(c)
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee
relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information
supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the
Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records
given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other
expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The
provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee
may be deemed to have met the applicable standard of conduct set forth in this Agreement.


 






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(d)
Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall
be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


10.
Remedies of Indemnitee.


 


(a)
Subject to Section 10(e), in the event that (i) a determination is made pursuant to Section 9 that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 6 or 10(d), (iii)
no determination of entitlement to indemnification shall have been made pursuant to Section 8 within 30 days after the later of
the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification
pursuant to this Agreement is not made (A) within 10 days after a determination has been made that Indemnitee is entitled to indemnification
or (B) with respect to indemnification pursuant to Sections 4, 5 and 10(d), within 30 days after receipt by the Company of a written
request therefor, or (v) the Company or any other person or entity takes or threatens to take any action to declare this Agreement
void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee
the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a
court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee,
at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement
of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 12 months following the date
on which Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a); provided, however, that
the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section
4. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with
this Agreement.


 


(b)
Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent
Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors,
any committee or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable
standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event
that a determination shall have been made pursuant to Section 8 that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 10, the Company shall, to the fullest extent not prohibited by law, have the
burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the burden
of proof shall be by clear and convincing evidence.


 


(c)
To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
If a determination shall have been made pursuant to Section 10 that Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 






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(d)
To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in
connection with any action for indemnification or advancement of Expenses from the Company under this Agreement, any other agreement,
the Company’s certificate of incorporation or bylaws or under any directors’ and officers’ liability insurance
policies maintained by the Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall
(as soon as reasonably practicable, but in any event no later than 30 days, after receipt by the Company of a written request therefor)
advance such Expenses to Indemnitee, subject to the provisions of Section 6. Indemnitee hereby undertakes to repay such advances
to the extent the Indemnitee is ultimately unsuccessful in such action or arbitration.


 


(e)
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be
required to be made prior to the final disposition of the Proceeding.


 


11.
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee,
whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events
and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors,
officers, employees and agents) in connection with such events and transactions.


 


12.
Non-exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not
be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s
certificate of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the
extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of
Expenses than would be afforded currently under the Company’s certificate of incorporation and bylaws and this Agreement,
it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change,
subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, no right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Except
as expressly set forth herein, the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.


 


13.
Primary Responsibility. The Company acknowledges
that to the extent Indemnitee is serving as a director on the Company’s board of directors at the request or direction of
a private equity or venture capital fund or other entity and/or certain of its affiliates (collectively, the “Secondary
Indemnitors”), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such
Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily
responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws
or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts
is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability
or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary
of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors
with respect to the liabilities for which the Company is primarily responsible under this Section 13. In the event of any
payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company’s
certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate
of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be
the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries
of the terms of this Section 13.


 






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14.
No Duplication of Payments. Subject to Section 13, the Company shall not be liable under this Agreement to make any payment
of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee
has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise.


 


15.
Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors,
trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise,
Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy
or policies in a comparable position.


 


16.
Subrogation. Subject to Section 13, in the event of any payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to
enforce such rights.


 


17.
Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company,
as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long
as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position.
Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation
imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in
such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any
Enterprise) and Indemnitee. Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries
or any Enterprise) is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, with or without
notice, except as may be otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company
(or any of its subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of
directors or, with respect to service as a director or officer of the Company, the Company’s certificate of incorporation
or bylaws or the DGCL. No such document shall be subject to any oral modification thereof.


 


18.
Duration. This Agreement shall continue until and terminate upon the later of (a) 10 years after the date that Indemnitee shall
have ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding,
including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses
hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 10 relating thereto.


 






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19.
Successors. This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect
successor, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company,
and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. Further, the Company shall
require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 


20.
Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail
to do any act in violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to
perform its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of
this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii)
such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum
effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
thereby.


 


21.
Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.


 


22.
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect
to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the
Company’s certificate of incorporation and bylaws and applicable law.


 


23.
Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing
by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment,
alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other
provision of this Agreement nor shall any waiver constitute a continuing waiver.


 


24.
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service
addressed:


 






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(a)
if to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page
of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or


 


(b)
if to the Company, to 285 Fulton Street, One World Trade Center, 82nd Floor, New York, NY 10007, Attention: Chief
Legal Officer or at such other current address as the Company shall have furnished to Indemnitee.


 


Each such notice or
other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand,
messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight
prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at
the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit
of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer
or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during
normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s
next business day.


 


25.
Applicable Law and Consent to Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 10(a), the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and
not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit
to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection
with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware,
Corporation Service Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance
of legal process in connection with any such action or proceeding against such party with the same legal force and validity as
if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such
action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such
action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.


 


26.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered
by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.


 


27.
Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.


 


(signature page follows)


 




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The parties are signing
this Indemnification Agreement as of the date stated in the introductory sentence.


 


	 	CELULARITY INC.
	 	 
	 	By:	                                
	 	 
	 	Name:	 
	 	 
	 	Title:	 
	 	 
	 	 
	 	[indemnitee name]
	 	 
	 	Address:	 
	 	 	 



 


 


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