Exhibit 10.27


 


THE SECURITIES EVIDENCED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES
LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER
OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE
SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.


 


Date of Issuance: January
9, 2020


 


Warrant
to Purchase Series B Preferred Stock of



Celularity Inc.


 


For value received,
Celularity Inc., a Delaware corporation (the “Company”), hereby grants to Dragasac Limited, a company
incorporated in the Isle of Man (“Holder”), this Warrant to purchase that number of shares of the Company’s
Series B Preferred Stock as set forth in Section 2(b) hereof, as may be adjusted from time to time pursuant to Section
13 hereof.


 


1. Definitions.


 


(a) “Act”
shall mean the Securities Act of 1933, as amended.


 


(b) “Business
Days” shall mean 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 or banks in Singapore or Malaysia are authorized or required by Law to be closed.


 


(c) “Change
of Control” shall mean a transaction or a series of related transactions involving (i) a consolidation or merger
of the Company which results in the stockholders of the Company immediately prior to the transaction owning less than a majority
of the equity or voting power of the surviving entity, (ii) the sale, transfer or lease of all or substantially all of the Company’s
assets taken as a whole together with any assets of the Company’s subsidiaries, whether by merger, consolidation or otherwise,
and whether in a single transaction or a series of related transactions, (iii) the grant of an exclusive license to all or substantially
all of the Company’s intellectual property that is used to generate all or substantially all of the Company’s revenues,
or (iv) any sale of all or substantially all of the Company’s equity or any other transaction which results in the stockholders
of the Company immediately prior to the transaction owning less than a majority of the equity or voting power of the surviving
entity but not including any transaction or series of transactions principally for bona fide equity financing purposes in which
cash is received by the Company or indebtedness of the Company is cancelled or converted (or a combination thereof).


 


(d) “Common
Stock” shall mean the Common Stock, par value $0.0001 per share, of the Company.


 


(e) “Initial
Public Offering” means the first firm commitment underwritten public offering of securities of the Company pursuant
to an effective registration statement under the Act (other than a registration statement relating either to a sale of securities
to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction).


 




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(f) “Investors’
Rights Agreement” means that certain Amended and Restated Investors’ Rights Agreement, dated as of May 7, 2018,
by and among the Company, Holder and the other parties thereto, as amended and/or restated from time to time.


 


(g) “Restated
Certificate” shall mean the Company’s Amended and Restated Certificate of Incorporation as of the date hereof,
as amended and/or restated from time to time.


 


(h) “Series
B Preferred Stock” shall mean the Series B Preferred Stock, par value $0.0001 per share, of the Company.


 


(i) “Voting
Agreement” means that certain Amended and Restated Voting Agreement, dated as of May 7, 2018, by and among the Company,
Holder and the other parties thereto, as amended and/or restated from time to time.


 


(j) “Warrant”
as used herein shall include this warrant (as the same may be amended from time to time) and any warrants delivered in substitution
or exchange therefor as provided herein.


 


2. Exercise Amount
and Price.


 


(a) The exercise price
per share (the “Exercise Price”) at which this Warrant will be exercised shall be the lesser of (a) $5.20
(as such price may be adjusted from time to time pursuant to Section 13 hereof) or (b) eighty percent (80%) of either (i)
the value attributed to one (1) share of Series B Preferred Stock in a transaction described in Sections 3(c) through 3(d)
hereof or (ii) the price at which one (1) share of the Common Stock is sold to the public in the Company’s Initial Public
Offering (as such price shall be adjusted in connection with the IPO and the conversion of the Series B Preferred Stock pursuant
to Section 13(a) hereof), as applicable.


 


(b) This Warrant is exercisable
for the purchase of 8,495,796 shares of Series B Preferred Stock (as such number may be adjusted from time to time pursuant to
Section 13 hereof).


 


3. Term. Subject
to the terms and conditions set forth herein, the Holder may, at its discretion, exercise this Warrant, in whole or in part, during
the term commencing on the date hereof and ending at 5:00 p.m. (Eastern Time) on the first to occur of (a) the 12-month anniversary
of the date of issuance of this Warrant written above, (b) the consummation of the Company’s Initial Public Offering, (c)
the consummation of a Change of Control and (d) the closing of a strategic transaction pursuant to which the Company’s shareholders
exchange their existing shares of capital stock in the Company for shares in a company whose shares are listed on a national stock
exchange. The Company will give Holder not less than twenty (20) days’ advance written notice of a transaction listed in
Sections 3(b) through 3(d) hereof.


 




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4. Exercise of
Warrant. The purchase rights represented by this Warrant are exercisable by the Holder, at its discretion, in whole or
in part, at any time, or from time to time, during the term hereof as described in Section 3 above, by the surrender of
this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the principal offices
of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder), upon payment
in cash or by check acceptable to the Company of the Exercise Price of the shares to be purchased.


 


5. Representations
and Warranties of the Company. The Company hereby represents and warrants to Holder that the following representations
and warranties are true and correct:


 


(a) Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and
as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a material adverse effect on its business or properties.


 


(b) Authorization.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Warrant, the performance of all obligations of the Company hereunder and thereunder, and the reservation for
issuance, sale and delivery of the Series B Preferred Stock and the shares of Common Stock to be issued upon conversion of the
Series B Preferred Stock issued in connection with the exercise of this Warrant (the “Conversion Shares”)
has been taken. This Warrant constitutes the valid and legally binding obligation of the Company, enforceable against the Company
in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies.


 


(c) Valid Issuance
of Preferred and Common Stock. The Series B Preferred Stock for which the Warrant is exercisable, when issued, sold and delivered
in accordance with the terms of this Warrant for the consideration expressed herein, will be duly and validly issued, fully paid,
and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Warrant, the Investors’
Rights Agreement and the Voting Agreement and under applicable state and federal securities laws or liens or encumbrances created
by or imposed by Holder. The Conversion Shares have been duly and validly reserved for issuance as of the date hereof and, upon
issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable
and will be free of restrictions on transfer other than restrictions on transfer under this Warrant, the Investors’ Rights
Agreement and the Voting Agreement of the Company, each as amended and restated and currently in effect, and under applicable state
and federal securities laws.


 


(d) Governmental Consents.
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority on the part of the Company is required in connection with the issuance or exercise of this
Warrant, except for (i) such federal and state securities filings as may be necessary, which filings will be timely effected after
the date hereof and (ii) such other approval that has been obtained prior to the date hereof.


 




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(e) Reliance by Holder.
The Company understands that the representations, warranties, covenants and acknowledgements set forth in this Section 5
constitute a material inducement to Holder entering into this Warrant.


 


6. Representations
and Warranties of Holder. Holder hereby represents and warrants to the Company that the following representations and warranties
are true and correct:


 


(a) Purchase Entirely
for Own Account. This Warrant is being entered into for investment for Holder’s own account not as a nominee or agent,
and not with a view to the resale or distribution of any part thereof, and Holder has no present intention of selling, granting
any participation in, or otherwise distributing the same. The acquisition by Holder of this Warrant shall constitute confirmation
of the representation by Holder that it does not have any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with respect to this Warrant.


 


(b) Investment Experience.
Holder is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself,
can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of entering into this Warrant. Holder acknowledges that the acquisition of shares of
Series B Preferred Stock pursuant to this Warrant involves a high degree of risk, and represents that it is able, without materially
impairing its financial condition, to hold such shares for an indefinite period of time and to suffer a complete loss of its investment.
Holder acknowledges that the Company has not made any representations or warranties as to whether the Exercise Price to be paid
by Holder for the Series B Preferred Stock is a fair value for such shares and the Company takes no position with respect to the
fairness of the Exercise Price or the future prospects and valuation of the Company. Holder is aware of the fact that the value
of the Series B Preferred Stock to be purchased upon exercise of this Warrant may significantly depreciate over time and there
can be no assurances that the value of such shares will increase or to what extent. In connection with making an investment decision
in connection with entering into this Warrant, Holder will be relying on its own knowledge and experience and advice obtained from
Holder’s legal, tax and financial advisor


 


(c) Accredited Investor.
Holder is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.


 


(d) Restricted Securities.
Holder understands that this Warrant, as well as the Series B Preferred Stock to be purchased upon exercise hereof, are and will
be characterized as “restricted securities” under the federal securities laws inasmuch as they are and will be acquired
from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities
may be resold without registration under the Act only in certain limited circumstances. In this connection, Holder represents that
it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.
HOLDER UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN THE COMPANY’S SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE
OF RISK AND MAY RESULT IN A COMPLETE LOSS OF ITS INVESTMENT. Holder understands that neither this Warrant nor the shares of Series
B Preferred Stock to be purchased upon exercise of this Warrant have been or will be registered under the Act and have not been
and will not be registered or qualified in any state in which they are offered, and thus the Holder will not be able to resell
or otherwise transfer this Warrant or the shares of Series B Preferred Stock issued upon exercise of this Warrant unless they are
registered under the Act and registered or qualified under applicable state securities laws, or an exemption from such registration
or qualification is available. Holder has no immediate need for liquidity in connection with this investment, and does not anticipate
that Holder will be required to sell this Warrant or the shares of Series B Preferred Stock issued upon exercise of this Warrant
in the foreseeable future.


 




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(e) Legends. It
is understood that the certificates, if any, evidencing the shares of Series B Preferred Stock issuable upon exercise of this Warrant
may bear one or all of the following legends, in addition to any other legends that may be set forth in agreements to which the
Holder is a party:


 


(i) “THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”


 


(ii) Any legend required
by applicable state securities laws.


 


(f) Reliance by Company.
Holder understands that the representations, warranties, covenants and acknowledgements set forth in this Section 6 constitute
a material inducement to the Company entering into this Warrant.


 


(g) Foreign Investors.
Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with
entering into this Warrant, including (i) the legal requirements within its jurisdiction for entering into this Warrant and the
exercise of this Warrant, (ii) any foreign exchange restrictions applicable to the exercise of this Warrant, (iii) any governmental
or other consents that may need to be obtained, including with respect to the payment of the Exercise Price at the applicable Closing,
and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or
transfer of this Warrant or the shares of Series B Preferred Stock issuable upon exercise hereof. The Holder’s acquisition
of this Warrant and payment for the Series B Preferred Stock upon exercise of this Warrant and continued beneficial ownership of
such shares will not violate any applicable securities or other laws of the Holder’s jurisdiction.


 


7. No Fractional
Shares. No fractional share of any class or series of the Company’s capital stock shall be issued upon exercise of
this Warrant.


 


8. Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation
of this Warrant and (a) in the case of loss, theft, or destruction, on delivery of an indemnity agreement reasonably satisfactory
in form and substance to the Company or (b) in the case of mutilation, on surrender and cancellation of this Warrant, the Company
shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount. The Holder shall reimburse the Company
for all reasonable expenses incidental to replacement of this Warrant.


 




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9. Rights of
Stockholder. This Warrant shall not entitle its holder to any of the rights of a stockholder of the Company until this
Warrant shall have been exercised and the shares of Series B Preferred Stock purchasable upon the exercise hereof shall have been
issued.


 


10. Warrant Not
Transferable. This Warrant and the rights hereunder are not transferable and/or assignable, in whole or in part, by any
party without the consent of the other party; provided, however, that the Holder may, at its sole discretion, upon three
(3) days advance written notice to the Company and, subject to compliance with applicable securities laws and receipt of necessary
approvals from applicable governmental agencies (including the Committee on Foreign Investments in the United States), transfer
or assign this Warrant, in whole or from time to time in part, to any party at any time. Any transferee of the Holder, if not already
a party thereto, shall, promptly following such transfer or assignment, deliver the duly signed joinders to the Company’s
then-effective Investors’ Rights Agreement and Voting Agreement. Any purported assignment in violation of the preceding sentence
shall be void. Notwithstanding the foregoing, Holder may not transfer this Warrant to any person or entity that the Company, in
its reasonable discretion, determines to be a competitor of the Company.


 


11. Notice of
Certain Events. Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section
1313 hereof and if so requested by Holder, the Company shall issue a certificate signed by its Chief Financial Officer, or
other similar officer, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated and the Exercise Price and number of shares purchasable hereunder after giving effect
to such adjustment and shall cause a copy of such certificate to be mailed (by first class mail, postage prepaid) to the Holder
of this Warrant.


 


12. Amendments;
Waivers.


 


(a) The provisions of
this Warrant may be amended (either generally or in a particular instance and either retroactively or prospectively), only by an
instrument in writing signed by the Company and the Holder. Any amendment or waiver effected in accordance with this Section
12(a) shall be binding upon Holder and Holder’s successors and assigns.


 


(b) No waivers of or
exceptions to any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver of any such term, condition or provision.


 






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13. Adjustments.
The Exercise Price and the number and type of shares purchasable hereunder are subject to adjustment from time to time as
follows:


 








(a) Conversion of
Preferred Stock. Should prior to the expiration of this Warrant, all of the Company’s Series B Preferred Stock be, or
if outstanding would be, converted into shares of the Company’s Common Stock in accordance with the Restated Certificate,
then this Warrant shall immediately become exercisable for that number of shares of the Common Stock which would have been received
if this Warrant had been exercised in full and the Series B Preferred Stock received thereupon had been simultaneously converted
immediately prior to such event, and the Exercise Price shall be immediately adjusted to equal the quotient obtained by dividing
(i) the aggregate Exercise Price of the maximum number of shares of the Series B Preferred Stock for which this Warrant was exercisable
immediately prior to such conversion, by (ii) the number of shares of Common Stock for which this Warrant is exercisable immediately
after such conversion.


 


(b) Reclassification,
etc. If, at any time on or after the date hereof and while this Warrant remains outstanding and unexpired, the Company shall,
by reclassification of securities or otherwise, change any of the securities as to which purchase rights under this Warrant exist
into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right
to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities
which were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the
Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 13;
provided, however, that the aggregate Exercise Price shall remain the same.


 


(c) Split, Subdivision
or Combination of Shares. If at any time on or after the date hereof and while this Warrant remains outstanding and unexpired,
the Company shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist into a different
number of securities of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of
a split or subdivision or proportionately increased in the case of a combination. Upon an adjustment in the Exercise Price pursuant
to this Section 13(c), the number of shares subject to this Warrant (which were the subject of such split, subdivision or
combination) shall be adjusted accordingly such that the aggregate Exercise Price payable for the purchase of such shares shall
remain the same as before such split, subdivision or combination.


 


(d) Adjustments for
Dividends in Stock or Other Securities or Property. If at any time on or after the date hereof and while this Warrant remains
outstanding and unexpired, the holders of the securities as to which purchase rights under this Warrant exist at the time shall
have received, or on or after the record date fixed for the determination of eligible stockholders shall have become entitled to
receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by
way of dividend or other distribution in respect of the Series B Preferred Stock, then, and in each case, this Warrant shall represent
the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant and without
payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property
(other than cash) of the Company which such holder would hold on the date of such exercise had it been the holder of record of
the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof
to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid
during such period, giving effect to all adjustments called for during such period by the provisions of this Section 13,
and, from and after the date of such distribution , the Company shall hold and set aside (or cause to be held and set aside in
a commercially reasonable manner) an amount of such property equal to Holder’s pro rata portion thereof for distribution
to Holder pursuant hereto.


 




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14. Reservation
of Capital Stock. The Company hereby covenants that at all times following the date hereof there shall be reserved for
issuance and delivery upon exercise of this Warrant such number of shares of Series B Preferred Stock as are from time to time
issuable upon exercise of this Warrant and such number of the shares of Common Stock as are from time to time issuable upon conversion
of the shares of Series B Preferred Stock which are subject to this Warrant.


 


15. Miscellaneous.


 


(a) Survival of Representations,
Warranties and Covenants. The warranties, representations and covenants of each party hereto contained in or made pursuant
to this Warrant shall survive the execution and delivery of this Warrant and shall in no way be affected by any investigation of
the subject matter thereof made by or on behalf of the Holder or the Company, as applicable.


 


(b) Titles and Subtitles.
The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting
this Warrant.


 


(c) Governing Law.
This Warrant is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect
to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the
State of Delaware to the rights and duties of the parties. All disputes and controversies arising out of or in connection with
this Warrant shall be resolved exclusively by the state or federal courts located within the City of Wilmington in the State of
Delaware, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively
with such courts.


 


(d) Waiver of Right
to Jury Trial. EACH OF HOLDER AND THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS WARRANT.


 


(e) Notices. Except
as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Warrant shall
be in writing and shall be conclusively deemed to have been duly given (i) when hand delivered to the other party; (ii) when sent
by email or facsimile if sent between 8:00 a.m. and 5:00 p.m. recipient’s local time on a business day, or on the next business
day if sent by email or facsimile other than between 8:00 a.m. and 5:00 p.m. recipient’s local time on a business day; (iii)
seven Business Days after deposit in the U.S. mail with first class or certified mail receipt requested postage prepaid and addressed
to the other party; or (iv) the next business day after deposit with an international overnight delivery service, postage prepaid,
addressed to the parties with next business day delivery guaranteed, provided that the sending party receives a confirmation of
delivery from the delivery service provider. Each person making a communication hereunder by email or facsimile shall promptly
confirm by telephone between 8:00 a.m. and 5:00 p.m. recipient’s local time on a business day to the person to whom such
communication was addressed each communication made by it by email or facsimile pursuant hereto but the absence of such confirmation
shall not affect the validity of any such communication. All communications shall be sent to the address, email address or facsimile
number of a party appearing in its signature block hereto or at such address, email address or facsimile number as such party may
designate by ten (10) days advance written notice to the other parties hereto.


 




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(f) Specific Performance.
Each party hereto acknowledges and agrees that any breach of this Warrant would result in substantial harm to the other party hereto
for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably
agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available
at law or in equity (including, without limitation, seeking specific performance).


 


(g) Counterparts.
This Warrant may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile,
electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. www.docusign
..com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and
be valid and effective for all purposes.


 


[Remainder of Page
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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.


 


	 	Celularity Inc.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Robert J. Hariri
	 	Name:  	Robert J. Hariri, MD, PhD
	 	Title:	Chairman & Chief Executive Officer


 


	 	Address:	33 Technology Drive South
	 	 	Warren, New Jersey 07059


 




     


     


    

 


Acknowledged
and Agreed:


 


	 	Holder:
	 	 	 
	 	Dragasac Limited
	 	 	 
	 	By:	/s/ Tan Kong Han
	 	Name:  	Tan Kong Han
	 	Title:	Director


 





	 	Address for notice:
	 	 
	 	c/o 24th Floor, Wisma Genting
	 	No. 28, Jalan Sultan Ismail
	 	50250 Kuala Lumpur
	 	Malaysia
	 	Fax: +603 2333 3132
	 	Email: konghan.tan @genting.com


 




     


     


    

 


Notice
of Exercise


 


To: Celularity
Inc.


33 Technology Drive


Warren , New Jersey
07059


 


By checking
the appropriate line, the undersigned (“Holder”), pursuant to the provisions set forth in the Warrant to Purchase
Series B Preferred Stock dated January 9, 2020 (the “Warrant”) hereby elects to purchase shares of the Series
B Preferred 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.


 


	 	 
	 	[Print Name]
	 	 
	____________________	 
	[Date]	[Signature]