Exhibit 10.19


 


 


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


 


This Amended
and Restated Employment Agreement (the “Agreement”) is entered into by and between Keary Dunn
(“Executive”) and Celularity Inc. (the “Company”), and effective as of, and
contingent upon, the closing of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization dated
as of January 7, 2021, by and among the Company, GX Acquisition Corp., a Delaware corporation, Alpha First Merger Sub, Inc., a
Delaware corporation and a direct, wholly-owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company
and a direct, wholly-owned subsidiary of GX (the “Transactions,” and such date, the “Effective
Date”).


 


Executive is employed
by the Company as its General Counsel & Business Development Head pursuant to an employment offer with the Company dated February
12, 2020 (the “Prior Agreement”), which is superseded by this Agreement;


 


Executive is currently a participant in the Change in Control
Agreement, dated February 14, 2020, entered into between Executive and the Company (the “CIC Agreement”),
which is superseded by this Agreement;


 


The
Company desires to continue to employ Executive and, in connection therewith, to compensate Executive for Executive’s personal
services to the Company from and after the Effective Date; and


 


Executive
wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation.


 


Accordingly,
in consideration of the mutual promises and covenants contained herein, the parties agree to the following:


 


1. Employment
by the Company.




 


1.1 At-Will
Employment. Executive shall continue to be employed by the Company on an “at-will” basis, meaning either the
Company or Executive may terminate Executive’s employment at any time, with or without Cause (as defined in Section 6.2(e)
below), Good Reason (as defined in Section 6.2(d) below), or advance notice. Any contrary representations that may have been made
to Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between Executive
and the Company on the “at-will” nature of Executive’s employment with the Company, which may be changed only
in an express written agreement signed by Executive and a duly authorized officer of the Company. Executive’s rights to any
compensation following a termination shall be only as set forth in Section 6 or under any applicable benefit or equity plan.


 


1.2 Position.
Subject to the terms set forth herein, the Company agrees to
continue to employ Executive and Executive hereby accepts such continued employment. In addition, Executive shall continue to serve
as General Counsel & Business Development Head. During the term of Executive’s employment with the Company, and excluding
periods of vacation and sick leave to which Executive is entitled, Executive shall devote all business time and attention to the
affairs of the Company necessary to discharge the responsibilities assigned hereunder, and shall use commercially reasonable efforts
to perform faithfully and efficiently such responsibilities.


 






     


     


    

 


1.3 Duties.
Executive will report to the Chief Executive Officer and will
render such business and professional services in the performance of Executive’s duties, consistent with Executive’s
position as General Counsel & Business Development Head, as shall reasonably be assigned to Executive, subject to the oversight
and direction of the Chief Executive Officer. Executive shall be expected to continue to comply with all applicable laws, regulations,
rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction
over the Company and of the professional bodies of which the Company is a member. During Executive’s employment with the
Company, Executive continues to be required to maintain in good standing any licenses and certifications necessary for the performance
of Executive’s duties for the Company.


 


1.4 Location.
Executive shall perform Executive’s duties under this Agreement principally out of the Company’s corporate headquarters,
currently in Florham Park, New Jersey, or such other location as assigned. In addition, Executive shall make such business trips
to such places as may be reasonably necessary or advisable for the efficient operations of the Company.


 


1.5 Company
Policies and Benefits. The employment relationship between the parties shall continue to be subject to the Company’s
written personnel policies and procedures as they may be adopted, revised, or deleted from time to time in the Company’s
sole discretion. Executive will continue to be eligible to participate on the same basis as similarly-situated employees in the
Company’s benefit plans in effect from time to time during Executive’s employment in accordance with the terms of such
benefit plans. Subject to the preceding sentence, the Company reserves the right to change, alter, or terminate any benefit plan
in its sole discretion. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance
with the provisions of such plan. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are
in conflict with the Company’s general employment policies or practices, this Agreement shall control.


 


1.6 Insurance.
While this Agreement is in effect, for actions within the scope of Executive’s employment, the Company will include Executive
as an insured at a level comparable to similarly-situated employees at the Company in its Directors and Officers Liability insurance
policy in effect from time to time.


 


 2. Compensation.




 


2.1 Salary.
Commencing on the Effective Date, Executive shall receive an annualized base salary payable at a rate of $360,000, subject to review
and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding
requirements in accordance with the Company’s standard payroll practices (the “Base Salary”).


 






    2


     


    

 


 2.2 Bonus.




 


(a) During
Employment. Executive shall be eligible to receive an annual performance bonus (the
“Annual Bonus”) with an annual target of up to 25% (the “Target
Percentage”) of Executive’s then-current Base Salary (the “Target Bonus”). The
Annual Bonus will be based upon the assessment of the Board of Directors of the Company (the
“Board”) (or a committee thereof) of Executive’s performance and the Company’s
attainment of targeted goals (as established by the Board or a committee thereof in its sole discretion) over the applicable
calendar year. The Annual Bonus, if any, will be subject to applicable payroll deductions and withholdings. No amount of any
Annual Bonus is guaranteed at any time, and, except as otherwise stated in Sections 6.2(a)(iii) or 6.3(a)(iii), Executive
must be an employee in good standing through the date the Annual Bonus is paid to be eligible to receive an Annual Bonus and
no partial or prorated bonuses will be provided. Unless otherwise stated in Section 6, any Annual Bonus, if awarded, will be
paid at the same time annual bonuses are generally paid to other similarly-situated employees of the Company.
Executive’s eligibility for an Annual Bonus is subject to change in the discretion of the Board (or any authorized
committee thereof).


 


(b) Upon
Termination. Except as otherwise stated in Section 6, in the event Executive leaves the employ of the Company for any reason
prior to the date the Annual Bonus is paid, Executive is not eligible to earn such Annual Bonus, prorated or otherwise.


 


2.3 Company
Equity Awards. Subject to approval of the Board, upon the closing of the Transactions, Executive will be granted an option
to purchase 100,000 shares of the Company’s common stock (the “Option”), pursuant and subject to
the Company’s 2020 Equity Incentive Plan (the “Plan”) and other documents issued in connection
with the grant (the “Option Documents”), at an exercise price per share not less than the fair market
value of the underlying common stock as of the date of grant as determined by the Board in accordance with the terms of the Plan.
This Option has both a performance vesting schedule and a service vesting schedule. The Option will vest according to the following
schedule:


 


(a) 50%
of the shares subject to the Option will vest based on Executive’s Continuous Service (as defined in the Plan) over a four
year period. Subject to Executive’s Continuous Service on each vesting date, this Option will vest as to 25% of the total
number of shares subject to the Option one year after the Effective Date and as to l/48th of the total number of shares subject
to the Option each month thereafter. Any fractional share will be rounded down to the nearest whole share; and


(b) 50%
of the shares subject to the Option will vest based on achievement of performance milestones to be established by the Compensation
Committee of the Board during the first quarter of 2021 and communicated to Executive in writing, subject to Executive’s
Continuous Service through the date such milestones are determined to have been achieved.


 


The specific terms and
conditions of the Option will be as set forth in the Plan and Option Documents and other applicable documents, which Executive
may be required to sign, and the Option shall be subject to all of the terms and conditions of the Plan and the relevant Option
Documents.


 


2.4 Expense
Reimbursement. The Company will reimburse Executive for reasonable business expenses in accordance with the Company’s
standard expense reimbursement policy, subject to any applicable payroll withholdings and deductions (if any). For the avoidance
of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than
December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year
will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement
will not be subject to liquidation or exchange for another benefit.


 






    3


     


    

 


3. Confidential
Information, Inventions, Non-Solicitation and Non-Competition Obligations. In connection with Executive’s
continued employment with the Company, Executive will continue to receive and continue to have access to the Company’s confidential
information and trade secrets. Accordingly, and in consideration of the benefits that Executive is eligible to receive under this
Agreement, Executive agrees to sign the Company’s Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition
Agreement (the “Confidential Information Agreement”), attached as Exhibit A, which contains
certain confidentiality, non-disclosure, non-solicitation and non-competition obligations, among other obligations. The Confidential
Information Agreement contains provisions that are intended by the parties to survive and do survive termination or expiration
of this Agreement and will supersede, prospectively only, any agreement that Executive previously signed relating to the same
subject matter.


 


4. Outside
Activities. Except with the prior written consent of the Board, Executive will not, while employed by the Company,
undertake or engage in any other employment, occupation, or business enterprise except for (i) reasonable time devoted to volunteer
services for or on behalf of such religious, educational, non-profit, and/or other charitable organization as Executive may wish
to serve, (ii) reasonable time devoted to activities in the non-profit and business communities consistent with Executive’s
position with the Company, and (iii) such other activities as may be specifically approved by the Chief Executive Officer, in
the cases of (i)-(iii), so long as such activities do not interfere or conflict with the performance of Executive’s duties
and responsibilities under this Agreement. This restriction shall not, however, preclude Executive from (x) owning less than one
percent (1%) of the total outstanding shares of a publicly-traded company, (y) managing Executive’s passive personal investments,
or (z) employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Securities Act of 1933, as amended. The Board will have the authority to determine the time or times at which
“parent” or “subsidiary” status is determined within the foregoing definition.


 


5. No
Conflict with Existing Obligations. Executive represents that Executive’s performance of all the terms of
this Agreement and continued service as an employee of the Company do not and will not breach any agreement or obligation of any
kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior
employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive
will not enter into, any agreement or obligation, either written or oral, in conflict herewith or with Executive’s duties
to the Company.


 






    4


     


    

 


6. Termination
of Employment. The parties acknowledge that Executive’s employment relationship with the Company continues
to be at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause (as
defined below) or advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to
Executive upon termination of employment and do not alter this at-will status.


 


 6.1 Termination by Virtue of Death or Disability of Executive.




 


(a) In
the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s
employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable
law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(c) below) due to Executive.


 


(b) Subject
to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, to terminate
this Agreement based on Executive’s Disability (as defined below). Termination by the Company of Executive’s employment
based on “Disability” shall mean termination because Executive is unable due to a physical or mental
condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6)
months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of
the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the
Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment
is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive.


 


(c) In
the event Executive’s employment is terminated based on Executive’s death or Disability, Executive will not
receive the Non-CIC Severance Benefits (as defined below), the CIC Severance Benefits (as defined below), or any other
severance compensation or benefit, except that (i) the Company will provide the Accrued Obligations (as stated in Sections
6.1(a) and 6.1(b)); and (ii) and provided that Executive (or Executive’s legal representatives, in the event of
Executive’s death) comply with the Separation Agreement requirement stated in 6.2(a)-(b) below, then the Company will
pay Executive (or Executive’s legal representatives, in the event of Executive’s death) an amount equal to the
Target Bonus under Section 2.2 for the calendar year in which Executive’s termination occurs, prorated for any partial
year of employment on the basis of a 365-day year, less applicable withholdings and deductions, and payable in a lump sum on
the later of (x) the date that annual performance bonuses are normally paid to other executives at the Company for that
calendar year or (y) the Release Date (as defined below), but in no event later than March 15 of the year following the year
to which the bonus is attributable.


 






    5


     


    

 


6.2 Termination
by the Company or Resignation by Executive (not in connection with a Change in Control).


 


(a) The
Company shall have the right to terminate Executive’s employment pursuant to this Section 6.2 at any time (subject to
any applicable cure period stated in Section 6.2(e)) with or without Cause or advance notice, by giving notice as described
in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason, by giving
notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice
requirements set forth in Section 6.2(d) below for any resignation for Good Reason. If Executive is terminated by the Company
(with or without Cause) or resigns from employment with the Company (with or without Good Reason), then Executive shall be
entitled to the Accrued Obligations (as defined below). In addition, if Executive is terminated without Cause or resigns for
Good Reason, in either case, outside of the Change in Control Measurement Period (as defined below), and provided that such
termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h),
without regard to any alternative definition thereunder, a “Separation from Service”), and further
provided that Executive timely executes and allows to become effective a separation agreement that includes, among other
terms, a general release of claims in favor of the Company and its Affiliates and representatives, in the form presented by
the Company (the “Separation Agreement”), and subject to Section 6.2(b) (the date that the general
release of claims in the Separation Agreement becomes effective and may no longer be revoked by Executive is referred to as
the “Release Date”), then Executive shall be eligible to receive the following severance benefits
(collectively the “Non-CIC Severance Benefits”):


 


(i) The
Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for nine (9)
months (the “Non-CIC Severance”). The Non-CIC Severance will be paid in substantially equal installments
on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings;
provided, however that no portion of the Non-CIC Severance will be paid prior to the Release Date, and any such payments
that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll
date following the Release Date;


 


(ii) Provided
Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation
coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA,
or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable)
health insurance coverage in effect on the termination date until the earliest of: (1) nine (9) months following the termination
date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new
employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for
any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “Non-CIC
COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of
COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including,
but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation
Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining
month of the Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium
for such month, subject to applicable tax withholding, for the remainder of the Non-CIC COBRA Payment Period. Nothing in this Agreement
shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s
employment by the Company;


 






    6


     


    

 


(iii) The
Company will pay Executive an amount equal to the Target Bonus under Section 2.2 for the calendar year in which
Executive’s termination occurs, prorated for any partial year of employment on the basis of a 365-day year, less
applicable withholdings and deductions, payable in a lump sum on the later of (x) the date that annual performance bonuses
are normally paid to other executives at the Company for that calendar year or (y) the Release Date, but in no event later
than March 15 of the year following the year to which the bonus is attributable; and


 


(iv) Notwithstanding
the terms of any equity plan or award agreement to the contrary, the unvested portion of all time-based equity awards outstanding
on the date of Executive’s termination that would have vested over the nine (9) month period following the date of Executive’s
termination had Executive remained continuously employed by the Company during such period will be automatically vested and exercisable
as of the date of Executive’s termination.


 


(b) Executive
shall not receive the Non-CIC Severance Benefits pursuant to Section 6.2(a) or the CIC Severance Benefits pursuant to Section 6.3(a),
as applicable, unless Executive executes the Separation Agreement within the consideration period specified therein, which shall
in no event be more than forty-five (45) days, and until the Separation Agreement becomes effective and can no longer be revoked
by Executive under its terms. Executive’s ability to receive the Non-CIC Severance Benefits pursuant to Section 6.2(a) or
the CIC Severance Benefits pursuant to Section 6.3(a), as applicable, is further conditioned upon Executive: (i) returning all
Company property; (ii) complying with Executive’s post-termination obligations under this Agreement and the Confidential
Information Agreement; (iii) complying with the Separation Agreement, including without limitation any non-disparagement and confidentiality
provisions contained therein; and (iv) resignation from any other positions Executive holds with the Company, effective no later
than Executive’s date of termination (or such other date as requested by the Board).


 


(c) For
purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid
salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance
with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified
retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and
the provisions of such plan.


 


(d) For purposes of this Agreement, “Good Reason”
means any of the following actions taken by the Company without Executive’s express prior written consent: (i) a material
reduction by the Company of Executive’s Base Salary (other than in a broad based reduction similarly affecting all other
members of the Company’s executive management); (ii) the relocation of Executive’s principal place of employment from
the Company’s Florham Park, New Jersey office, without Executive’s consent, to a place that increases Executive’s
one-way commute by more than thirty-five (35) miles as compared to Executive’s then-current principal place of employment
immediately prior to such relocation; or (iii) a material reduction in Executive’s duties, authority, or responsibilities
for the Company relative to Executive’s duties, authority, or responsibilities in effect immediately prior to such material
reduction, provided, however, that neither the conversion of the Company to a subsidiary, division or unit of an acquiring
entity in connection with a change in control, nor a change in title or Executive’s reporting relationships will be deemed
a “material reduction” in and of itself; provided further, that, any such termination by Executive shall only be deemed
for Good Reason pursuant to this definition if: (1) Executive gives the Company written notice of Executive’s intent to terminate
for Good Reason within thirty (30) days following the first occurrence of the condition(s) that Executive believes constitute(s)
Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30)
days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior
to receiving such notice from Executive, already informed Executive that Executive’s employment with the Company is being
terminated; and (4) Executive voluntarily terminates Executive’s employment within thirty (30) days following the end of
the Cure Period.


 






    7


     


    

 


(e) For
purposes of this Agreement, “Cause” for termination shall mean that Executive has engaged in any of
the following: (i) a material breach of any covenant or condition under this Agreement, the Confidential Information
Agreement, or any other material agreement between the parties; (ii) any act constituting dishonesty, fraud, immoral or
disreputable conduct; (iii) any conduct which constitutes a felony under applicable law; (iv) material violation of any
Company policy (including those pertaining to discrimination or harassment); (v) refusal to follow or implement a clear,
lawful and reasonable directive of Company; (vi) gross negligence or incompetence in the performance of Executive’s
duties after the expiration of ten (10) days without cure after written notice of such failure; or (vii) breach of fiduciary
duty to the Company.


 


(f) The
Non-CIC Severance Benefits provided to Executive pursuant to this Section 6.2 are in lieu of, and not in addition to, any benefits
to which Executive may otherwise be entitled under any Company severance plan, policy, or program. For avoidance of doubt, Executive
shall not be eligible to receive both CIC Severance Benefits and Non-CIC Severance Benefits.


 


(g) Any
damages caused by the termination of Executive’s employment without Cause not in connection with a Change in Control would
be difficult to ascertain; therefore, the Non-CIC Severance Benefits for which Executive is eligible pursuant to Section 6.2(a)
above in exchange for the Separation Agreement is agreed to by the parties as liquidated damages, to serve as full compensation,
and not a penalty.


 


(h) If
the Company terminates Executive’s employment for Cause, or Executive resigns from employment with the Company without Good
Reason, regardless of whether or not such termination is in connection with a Change in Control (as defined in the Plan, and which,
for purposes of clarity, will not include the Transactions), then Executive shall be entitled to the Accrued Obligations, but Executive
will not be eligible for the Non-CIC Severance Benefits, the CIC Severance Benefits, or any other severance compensation or benefit.


 






    8


     


    

 


6.3 Termination
by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control).


 


(a) In
the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either
case, within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period,
the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations
and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following
severance benefits (collectively the “CIC Severance Benefits”):


 


(i) The
Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve (12)
months (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the
Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided,
however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise
scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the
Release Date;


 


(ii) Provided
Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation
coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA,
or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable)
health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination
date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new
employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for
any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC
COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of
COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including,
but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation
Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining
month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for
such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement
shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s
employment by the Company;


 


(iii) The
Company will make a lump sum cash payment to Executive in an amount equal to one (1) times the Target Bonus for the year in which
the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after
the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement
prior to such date; and


 


(iv) Effective
as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all
outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full.


 


(b) The
CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits
to which Executive may otherwise be entitled under any Company severance plan, policy, or program.


 






    9


     


    

 


(c) Any
damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period
would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a)
above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a
penalty.


 


6.4 Cooperation
With the Company After Termination of Employment. Following termination of Executive’s employment for any reason,
Executive shall reasonably cooperate with the Company in all matters relating to the winding up of Executive’s pending work
including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work
to such other executives as may be designated by the Company.


 


6.5 Effect
of Termination. Executive agrees that should Executive’s employment be terminated for any reason, Executive shall
be deemed to have resigned from any and all positions with the Company, including, but not limited to, all positions with any and
all subsidiaries and Affiliates of the Company.


 


 6.6 Application of Section 409A.




 


(a) It
is intended that all of the compensation payable under this Agreement, to the greatest extent possible, either complies with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) or satisfies
one or more of the exemptions from the application of Section 409A, and this Agreement will be construed in a manner consistent
with such intention, incorporating by reference all required definitions and payment terms.


 


(b) No
severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a Separation
from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or
otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder
shall at all times be considered a separate and distinct payment.


 


(c) To
the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the
application of Section 409A, then, to the extent required to comply with Section 409A, if the period during which Executive
may consider and sign the Separation Agreement spans two calendar years, the severance payments will not begin until the
second calendar year. If the Company determines that the severance benefits provided under this Agreement constitutes
“deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company,
as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service,
then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the
timing of the severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day
after Executive’s Separation from Service, and (b) the date of Executive’s death, the Company will: (i) pay to
Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received if the
commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.6(c); and (ii) commence
paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Sections 6.2 and
6.3. No interest shall be due on any amounts deferred pursuant to this Section 6.6(c).


 






    10


     


    

 


(d) To
the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under
this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred
and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not
effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that compensation paid pursuant
to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A
from applying to any such payment.


 


 6.7 Excise Tax Adjustment.




 


(a) If any
payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute
a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to
the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided
pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced
Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after
reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever
amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state,
and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in
Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of
the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the
Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction
Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will
result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).


 


(b) Notwithstanding
any provision of this Section 6.7 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any
portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to
Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid
the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest
extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments
that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments
that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within
the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning
of Section 409A.


 






    11


     


    

 


(c) Unless
Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general
tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing
calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity,
or group effecting the Change in Control transaction, the Company shall appoint a nationally-recognized accounting or law firm
to make the determinations required by this Section 6.7. The Company shall bear all expenses with respect to the determinations
by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the
accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting
documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to
a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as
requested by Executive or the Company.


 


(d) If
Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 6.7(a) and the Internal
Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly
return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 6.7(a)) so that no
portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined
pursuant to clause (y) of Section 6.7(a), Executive shall have no obligation to return any portion of the Payment pursuant to the
preceding sentence.


 


7. General
Provisions.




 


7.1 Notices.
Any notices required hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party
to be notified, (b) when sent by electronic mail or confirmed facsimile if sent during normal business hours of the recipient,
and if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one (1) day after deposit with a nationally-recognized overnight courier, specifying next-day
delivery, with written verification of receipt. All communications shall be sent to the Company at its primary office location
and to Executive at Executive’s address as listed on the Company payroll or (if notice is given prior to Executive’s
termination of employment) to Executive’s Company-issued email address, or at such other address as the Company or Executive
may designate by ten (10) days’ advance written notice to the other.


 


7.2 Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or
unenforceable provisions had never been contained herein.


 


7.3 Waiver.
If either party should waive any breach of any provisions of this Agreement, Executive or the Company shall not thereby be deemed
to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.


 






    12


     


    

 


7.4 Complete
Agreement. This Agreement (including Exhibit A), and any other separate
agreement relating to equity awards constitute the entire agreement between Executive and the Company with regard to the subject
matter hereof and supersede any prior oral discussions or written communications and agreements, including the Prior Agreement
and the CIC Agreement. This Agreement is entered into without reliance on any promise or representation other than those expressly
contained herein, and it cannot be modified or amended except in writing signed by Executive and an authorized officer of the Company.


 


7.5 Counterparts.
This Agreement may be executed by electronic transmission and in separate counterparts, any one of which need not contain signatures
of more than one party, but all of which taken together will constitute one and the same Agreement.


 


7.6 Headings.
The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.


 


7.7 Successors
and Assigns. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not in part,
to any company or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer
all or substantially all of its assets, if in any such case said company or other entity shall by operation of law or expressly
in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not
otherwise assign this Agreement or its rights and obligations hereunder. Executive may not assign or transfer this Agreement or
any rights or obligations hereunder, other than to Executive’s estate upon Executive’s death.


 


7.8 Choice
of Law. All questions concerning the construction, validity, and interpretation of this Agreement will be governed by the
laws of the State of New Jersey.


 


7.9 Resolution
of Disputes. The parties recognize that litigation in federal or state courts or before federal or state administrative
agencies of disputes arising out of Executive’s employment with the Company or out of this Agreement, or Executive’s
termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company,
and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties
arising out of or relating to the negotiation, execution, performance or termination of this Agreement or Executive’s employment,
including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964,
as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act
of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income
Security Act, and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute
arises during or after employment, shall be settled by binding arbitration in accordance with the Employment Arbitration Rules
and Mediation Procedures of the American Arbitration Association; provided however, that this dispute resolution provision
shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy
and further shall not apply to discrimination, harassment, or retaliation claims to the extent prohibited by applicable law. The
location for the arbitration shall be the Northern New Jersey area. Any award made by such panel shall be final, binding and conclusive
on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction
thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims,
in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the
discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject
to mandatory arbitration. The arbitrators’ fees and expenses and all administrative fees and expenses associated with the
filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily
pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section
survive the termination of this Agreement and continue after the termination of the employment relationship between Executive
and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with
its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except
as otherwise expressly provided in this Agreement. By election arbitration as the means for final settlement of all claims, the
parties hereby waive their respective rights to, and agree not to, sue each other in any action in a federal, state or local court
with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties
specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will
be made for trial by jury.


 


[Remainder of page intentionally
left blank.]


 






    13


     


    

 


In
Witness Whereof, the parties have executed this Amended and Restated Employment Agreement on the day and year first
written above.


 


	 	CELULARITY INC.



 


	 	By:	/s/
    Robert J. Hariri
	 	Name:	Robert J. Hariri, MD, PhD
	 	Title:	Chief Executive Officer



 


	 	EXECUTIVE:
	 	 
	 	/s/ Keary Dunn
	 	 
	 	Keary Dunn



 






    14


     


    

 


Exhibit
A


 


Employee Confidential
Information, Inventions, Non-Solicitation and Non-Competition Agreement


 






    A-1


     


    

 





Employee Confidential
Information, Inventions, Non-Solicitation and Non-Competition Agreement


 


In consideration
of my continued employment by Celularity, Inc. and its subsidiaries, parents, affiliates, successors and assigns (together, “Company”)
and the compensation now and later paid to me, I hereby enter into this Employee Confidential Information, Inventions, Non-Solicitation
and Non-Competition Agreement (the “Agreement”) and agree as follows:


 


 1. Confidential Information Protections.




 


1.1 Recognition
of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by Company creates a relationship
of confidence and trust with respect to Company’s Confidential Information (as defined below) and that Company has a protectable
interest therein. At all times during and after my employment, I will hold in strict confidence and will not disclose, use, lecture
upon or publish any of Company’s Confidential Information, except as such disclosure, use, lecture or publication may be
required in connection with my work for Company and solely for the benefit of Company, or unless an officer of Company has expressly
authorized such disclosure, use, lecture or publication in writing. I will obtain Company’s written approval before publishing
or submitting for publication any material (written, verbal, or otherwise) that discloses and/or incorporates any Confidential
Information. I hereby assign to Company any rights, title or interest I may have or acquire in such Confidential Information and
recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns. I will take all
reasonable precautions to prevent the unauthorized disclosure of Confidential Information, and will promptly notify Company if
I learn of any unauthorized use or disclosure of any Confidential Information and cooperate with Company in connection with the
foregoing. Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable
under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal,
State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting
or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. In addition, if I file a lawsuit for retaliation by Company for reporting a suspected violation
of law, I may disclose Company’s trade secrets to my attorney and use the trade secret information in the court proceeding
if I: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to
court order. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Company
and me, nothing in this Agreement shall limit my right to discuss my employment or report possible violations of law or regulation
with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities


and Exchange Commission, or
other federal government agency or similar state or local agency or to discuss the terms and conditions of my employment with others
to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected
under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other
similar provisions that protect such disclosure.


 


1.2
Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge,
data or information of Company. By way of illustration but not limitation, “Confidential
Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, compositions of
matter, models, methods, software in source or object code versions, data and databases, programs, drawings, other works of
authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology,
whether or not patentable or protectable by copyright, and all Intellectual Property Rights therein (collectively,
“Inventions”); (b) information regarding research, development, new products, marketing and
selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit
terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential
strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities
and agreements, internal services and operational manuals, methods of conducting Company business, suppliers and supplier
information, and purchasing; (c) information regarding customers and potential customers of Company, including customer
lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company,
proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought
to be provided to customers and potential customers of Company and other non-public information relating to customers and
potential customers; (d) information regarding any of Company’s business partners and their services, including names;
representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services
received by Company, and other non-public information relating to business partners; (e) information regarding personnel,
employee lists, compensation, and employee skills; and (f) any other non-public information which a competitor of Company
could use to the competitive disadvantage of Company. Notwithstanding the foregoing, it is understood that, at all such
times, I am free to use information which was known to me prior to employment with Company, provided I have no knowledge that
the source of such information was bound by a confidentiality agreement or other obligation of secrecy to Company or third
party or which is generally known in the trade or industry through no breach of this Agreement or other act or omission by
me. This Section 1.2 will not be construed to prohibit disclosure of Confidential Information to the extent that such
disclosure is required by law or valid order of a court or other governmental authority; provided, however, that,
prior to disclosure, I shall first have given reasonable notice to Company so that Company can elect to seek a protective
order or other available protections.


 






     


     


    

 


1.3 Third
Party Information. I understand, in addition, that Company has received and in the future will receive from third parties their
confidential and/or proprietary knowledge, data or information (“Third Party Information”) subject to
a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
During my employment and thereafter, I will hold Third Party Information in confidence and will not disclose to anyone (other than
Company personnel who need to know such information in connection with their work for Company) or use, disclose, lecture upon or
publish, except in connection with my work for Company, Third Party Information unless expressly authorized by an officer of Company
in writing.


 


1.4 Term
of Nondisclosure Restrictions. I understand that Confidential Information and Third Party Information is never to be used or
disclosed by me, as provided in this Section 1. If a temporal limitation on my obligation not to use or disclose such information
is required under applicable law, and the Agreement or its restriction(s) cannot otherwise be enforced, I agree and Company agrees
that the two (2) year period after the date my employment ends will be the temporal limitation relevant to the contested restriction,
provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.


 


1.5 No Improper
Use of Information of Prior Employers and Others. During my employment by Company, I will not improperly use or disclose
confidential information, trade secrets or any other Intellectual Property Rights of any former employer or any other person
to whom I have an obligation of confidentiality, and I will not bring onto the premises of Company or use any unpublished
documents or any property belonging to any former employer or any other person to whom I have an obligation of
confidentiality unless consented to in writing by that former employer or person. I represent that my performance of all the
terms of this Agreement and my duties as employee of Company will not breach any invention assignment, proprietary
information, confidentiality, non-compete, non-solicitation or similar agreement with any former employer or other party.


 


 2. Assignments of Inventions.




 


2.1 Definitions.
As used in this Agreement, the term “Intellectual Property Rights” means all trade secrets, Copyrights,
trademarks, mask work rights, patents, patent applications and invention disclosures, and other intellectual property rights recognized
by the laws of any jurisdiction or country; the term “Copyright” means the exclusive legal right to reproduce,
perform, display, distribute and make derivative works of a work of authorship (as a literary, musical, or artistic work) recognized
by the laws of any jurisdiction or country; and the term “Moral Rights” means all paternity, integrity,
disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.


 


2.2 Excluded
Inventions. Attached hereto as Exhibit A is a list describing all Inventions, if any, in which I have an existing
interest or may have a future interest as of the commencement of my employment, that reasonably relate to Company’s
business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that
were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the
commencement of my employment with, and which are not to be assigned to, Company (“Excluded
Inventions”). If no such list is attached, I represent and warrant that it is because I have no rights in any
existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or
development. If disclosure of any such Excluded Inventions would cause me to violate any prior confidentiality agreement, I
understand that I am not to list such Excluded Inventions in Exhibit A but am only to disclose a cursory name for each such
invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not
been made for that reason. I acknowledge and agree that I shall not use any Excluded Inventions in the scope of my
employment, or include any Excluded Inventions in any product or service of Company, in each case without informing Company
in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include
any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required
for, the exercise by Company of any rights assigned to Company under this Agreement, unless Company and I agree otherwise in
writing as to particular Excluded Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company
notice as required above and whether not consent is sought or obtained), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees,
to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now
known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future
rights in, such Excluded Inventions.


 






    2


     


    

 


2.3 Assignment
of Company Inventions. Inventions assigned to Company, or to a third party as directed by Company pursuant to Section 2.6,
are referred to in this Agreement as “Company Inventions” and will be the sole and exclusive property
of Company. Subject to Section 2.4 (Unassigned or Nonassignable Inventions) and except for Excluded Inventions set forth in Exhibit
A, I hereby assign to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property
Rights with respect thereto) made, conceived, developed or reduced to practice by me, or acquired by me, either alone or jointly
with others, during the period of my employment by Company. To the extent required by applicable Copyright laws, I agree to assign
in the future (when any copyrightable Inventions are first fixed in a tangible medium of expression) my Copyright rights in and
to such Inventions. Any assignment of Company Inventions (and all Intellectual Property Rights with respect thereto) hereunder
includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the
following is allowed by the laws in any country where Moral Rights exist, I hereby unconditionally and irrevocably waive the enforcement
of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers,
with respect to such rights, even after termination of my work on behalf of Company. I further acknowledge and agree that neither
my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions (and any Intellectual Property Rights
with respect thereto).


 


2.4 Unassigned
or Nonassignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any Invention that
I developed entirely on my own time without using Company’s equipment, supplies, facilities, trade secrets or Confidential
Information, except for those Inventions that either (i) relate to Company’s actual or anticipated business, research or
development, or (ii) result from or are connected with work performed by me for Company. In addition, this Agreement does not apply
to any Invention which qualifies fully for protection from assignment to Company under New Jersey Statutes Annotated § 34:1B-265 (“New Jersey Inventions Law”).


 


2.5 Obligation
to Keep Company Informed. During the period of my employment and for one (1) year after termination of my employment, I
will promptly and fully disclose to Company in writing all Inventions authored, conceived, developed or reduced to practice
by me, either alone or jointly with others. In addition, I will promptly disclose to Company all patent applications filed by
me or on my behalf or in which I am named as an inventor within one (1) year after termination of employment. At the time of
each such disclosure, I will advise Company in writing of any Inventions that I believe fully qualify for protection under
the provisions of the New Jersey Inventions Law; and I will at that time provide to Company in writing all evidence necessary
to substantiate that belief. Company will keep in confidence and will not use for any purpose or disclose to third parties
without my consent any Confidential Information disclosed in writing to Company pursuant to this Agreement relating to
Inventions that qualify fully for protection under the provisions of the New Jersey Inventions Law. I will preserve the
confidentiality of any Invention that does not fully qualify for protection under the New Jersey Inventions Law.


 


2.6 Government
or Third Party. I agree that, as directed by Company, I will assign to a third party, including without limitation the United
States government or its agencies, all my right, title, and interest in and to any particular Company Invention.


 


 2.7 Ownership of Work Product.




 


(a) I
acknowledge and agree that all original works of authorship and other work product which are created, prepared, produced, authored,
edited, amended, conceived or otherwise made by me (solely or jointly with others) within the scope of my employment and which
are protectable by Copyright (“Work Product”) are “works made for hire,” pursuant to United
States Copyright Act (17 U.S.C., Section 101) and that Company will be considered the author and owner of such Work Product.


 


(b) I
agree that Company will exclusively own all Work Product, and I hereby irrevocably and unconditionally assign to Company all right,
title, and interest worldwide in and to such Work Product. I understand and agree that I have no right to publish on, submit for
publishing, or use for any publication any Work Product, except as necessary to perform services for Company.


 






    3


     


    

 


2.8 Protection
and Enforcement of Intellectual Property Rights and Assistance. I will assist Company in every proper way to obtain,
maintain, and from time to time enforce, United States and foreign Intellectual Property Rights and Moral Rights relating to
Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents (including
copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney) and
perform such other acts (including appearances as a witness) as Company may reasonably request for use in applying for,
obtaining, perfecting, evidencing, sustaining and enforcing such Intellectual Property Rights and the assignment thereof. In
addition, I will execute, verify and deliver assignments of such Intellectual Property Rights to Company or its designee,
including the United States government or its agencies or any third party designated by Company. My obligation to assist
Company with respect to Intellectual Property Rights relating to such Company Inventions in any and all countries will
continue beyond the termination of my employment with Company, but Company will compensate me at a reasonable rate after my
termination for the time actually spent by me at Company’s request on such assistance. In the event Company is unable
for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions
specified in this paragraph, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents
as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute,
verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding
paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to Company any and all
claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Intellectual Property Rights
assigned under this Agreement to Company.


 


2.9 Incorporation
of Software Code. I agree that I will not incorporate into or link with any Company software or otherwise deliver to Company
any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by
its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source
code owned or licensed by Company except in strict compliance with any policies of Company regarding the use of such software.


 


3. Records.
I agree to keep and maintain adequate and current records (in the form of notebooks, files, letters, notes, memoranda, reports,
records, data, sketches, drawings and in any other form that is required by Company) of all Confidential Information developed
by me and all Company Inventions made by me during the period of my employment at Company, which records will be available to
and remain the sole property of Company at all times.


 


4. Duty
of Loyalty During Employment. I agree that during the period of my employment by Company I will not, without Company’s
express written consent, directly or indirectly engage in any employment, engagement, or business activity which is directly or
indirectly competitive with, or would otherwise conflict with, my employment by Company.


 


5. No
Solicitation of Employees, Consultants, Contractors, or Customers or Potential Customers. I acknowledge that, because
of the nature of my work for Company, my solicitation, serving or retention of certain customers, consultants or partners with
whom Company does business from time to time related to my work for Company would necessarily involve the use or disclosure of
Confidential Information, and the relationships and goodwill of Company and would otherwise impair the legitimate business interests
of Company. Accordingly, I agree that during the period of my employment and for the one (1) year period after the date my employment
ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not,
as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except
on behalf of Company:


 


5.1 solicit,
induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant,
or independent contractor of Company to terminate his or her relationship with Company, even if I did not initiate the discussion
or seek out the contact;


 


5.2 solicit,
induce, encourage, or participate in soliciting, inducing, or encouraging any employee, consultant, or independent contractor of
Company with whom I came into contact during the them immediately preceding 24 month period, but ending on the last day of my employment
with Company, to terminate his or her relationship with Company to render services to me or any other person or entity that researches,
develops, markets, sells, performs or provides or is preparing to develop, market, sell, perform or provide Conflicting Services
(as defined in Section 6 below);


 


5.3 hire,
employ, or engage in a business venture with as partners or owners or other joint capacity, or attempt to hire, employ, or engage
in a business venture as partners or owners or other joint capacity, with any person then employed by Company or who has left the
employment of Company, for any reason, within the preceding three (3) months to research, develop, market, sell, perform or provide
Conflicting Services;


 


5.4 solicit,
induce or attempt to induce any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter
its relationship with Company;


 


5.5 solicit
or assist in the solicitation of any Customer or Potential Customer to induce or attempt to induce such Customer or Potential Customer
to purchase or contract for any Conflicting Services; or


 






    4


     


    

 


5.6 perform,
provide or attempt to perform or provide any Conflicting Services for a Customer or Potential Customer. The parties agree
that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who
or which, at any time during the one (1) year period prior to my contact with such person or entity as described in Sections
5.4-5.6 above if such contact occurs during my employment or, if such contact occurs following the termination of my
employment, during the one (1) year period prior to the date my employment with Company ends: (i) contracted for, was billed
for, or received from Company any product, service or process with which I worked directly or indirectly during my employment
by Company or about which I acquired Confidential Information; or (ii) was in contact with me or in contact with any other
employee, owner, or agent of Company, of which contact I was or should have been aware, concerning the sale or purchase of,
or contract for, any product, service or process with which I worked directly or indirectly during my employment with Company
or about which I acquired Confidential Information; or (iii) was solicited by Company in an effort in which I was involved or
of which I was aware.


 


6. Non-compete
Provision. I agree that for the one (1) year period after the date my employment ends for any reason, including
but not limited to voluntary termination by me or involuntary termination by Company, I will not, directly or indirectly, as
an officer, director, employee, consultant, owner, partner, or in any other capacity solicit, perform, or provide, or attempt
to perform or provide Conflicting Services anywhere in the Restricted Territory (as defined below), nor will I assist another
person to solicit, perform or provide or attempt to perform or provide Conflicting Services anywhere in the Restricted
Territory.


 


The parties agree that for
purposes of this Agreement, “Conflicting Services” means any product, service, or process or the research,
development or commercialization thereof, to, for or of, as applicable, any person or organization other than Company that directly
competes with a product, service, or process, including the research, development or commercialization thereof, of Company with
which I worked directly or indirectly during my employment by Company or about which I acquired or accessed Confidential Information
during my employment by Company.


 


The parties agree that for purposes of
this Agreement, “Restricted Territory” means the (1) United States, and (2) the twenty-five (25) mile
radius of any of the following locations to the extent outside of the United States: (i) any Company business location at which
I have worked on a regular or occasional basis during the preceding year; (ii) any potential business location of Company under
active consideration by Company to which I have traveled in connection with the consideration of that location; (iii) the primary
business location of a Customer or Potential Customer; or (iv) any business location of a Customer or Potential Customer where
representatives of the Customer or Potential Customer with whom I have been in contact in the preceding year are based.


 


 7. Reasonableness of Restrictions.




 


7.1 I
agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a
living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated
by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely and with
knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.


 


7.2 In
the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and Company
agree that the court will read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to
the maximum extent allowed by law.


 


7.3 If
the court declines to enforce this Agreement in the manner provided in subsection 7.2, I and Company agree that this Agreement
will be automatically modified to provide Company with the maximum protection of its business interests allowed by law and I agree
to be bound by this Agreement as modified.


 


7.4 Furthermore,
the parties agree that the market for Company’s products is worldwide. If, however, after applying the provisions of subsections
7.2 and 7.3, a court still decides that this Agreement or any of its restrictions is unenforceable for lack of reasonable geographic
limitation and the Agreement or restriction(s) cannot otherwise be enforced, the parties hereby agree that the fifty (50) mile
radius from any location at which I worked for Company on either a regular or occasional basis during the one (1) year immediately
preceding termination of my employment with Company shall be the geographic limitation relevant to the contested restriction.


 


8. No
Conflicting Agreement or Obligation. I represent that my performance of all the terms of this Agreement and as an employee
of Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust
prior to my employment by Company. I have not entered into, and I agree I will not enter into, any agreement either written or
oral in conflict with this Agreement.


 






    5


     


    

 


9. Return
of Company Property. When I leave the employ of Company, or at such earlier time requested by Company, I will
promptly deliver to Company any and all drawings, notes, memoranda, specifications, devices, formulas and other documents and
materials of any nature pertaining to my work with Company or containing or disclosing any Company Inventions, Third Party
Information or Confidential Information of Company, together with all copies thereof. I agree that I will not copy, delete,
or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition,
if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company
information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy
of all such Confidential Information and then permanently delete and expunge such Confidential Information from those
systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying
and/or deletion is completed. I further agree that any property situated on Company’s premises and owned by Company,
including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company’s
personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview
and completing and signing Company’s termination statement if required to do so by Company.


 


 10. Legal and Equitable Remedies.




 


10.1 I
agree that it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms. I agree that
any threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to Company
and Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other
equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach or threatened
breach of this Agreement.


 


10.2 I
agree that if Company is successful in whole or in part in any legal or equitable action against me under this Agreement, Company
will be entitled to payment of all costs, including reasonable attorneys’ fees, from me.


 


10.3 In
the event Company enforces this Agreement through a court order, I agree that the restrictions of Sections 5 and 6 will remain
in effect for a period of twelve (12) months from the effective date of the order enforcing the Agreement.


 


11.
Notices. Any notices required or permitted under this Agreement will be given to Company at its headquarters
location at the time notice is given, labeled “Attention Chief Executive Officer,” and to me at my address as listed
on Company payroll, or at such other address as Company or I may designate by written notice to the other. Notice will be effective
upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given
five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice
will be considered to have been given on the delivery date reflected by the courier or express mail service receipt.


 


12.
Publication of This Agreement to Subsequent Employer or Business Associates of Employee.


 


12.1 If
I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity while
the restrictions described in Sections 5 and 6 of this Agreement are in effect, I agree to inform my potential employer, partner,
co-owner and/or others involved in managing the business with which I have an opportunity to be associated of my obligations under
this Agreement and also agree to provide such person or persons with a copy of this Agreement.


 


12.2 I
agree to inform Company of all employment and business ventures which I enter into while the restrictions described in Sections
5 and 6 of this Agreement are in effect and I also authorize Company to provide copies of this Agreement to my employer, partner,
co-owner and/or others involved in managing the business with which I am employed or associated and to make such persons aware
of my obligations under this Agreement.


 


 13. General Provisions.




 


13.1 Governing
Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State
of New Jersey as such laws are applied to agreements entered into and to be performed entirely within New Jersey between New Jersey
residents. I hereby expressly consent to the personal jurisdiction and venue of the state and federal courts for the county in
which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or
related to this Agreement.


 


13.2 Severability.
In case any one or more of the provisions, subsections, or sentences contained in this Agreement will, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other
provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never
been contained in this Agreement. If moreover, any one or more of the provisions contained in this Agreement will for any reason
be held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing
it, so as to be enforceable to the extent compatible with the applicable law as it will then appear.


 


13.3 Successors
and Assigns. This Agreement is for my benefit and the benefit of Company, its successors, assigns, parent corporations,
subsidiaries, affiliates, and purchasers, and will be binding upon my
heirs, executors, administrators and other legal representatives.






    6


     


    

 


13.4 Survival.
The provisions of this Agreement will survive the termination of my employment, regardless of the reason, and the assignment
of this Agreement by Company to any successor in interest or other assignee.


 


13.5 Employment
At-Will. I agree and understand that nothing in this Agreement will change my at-will employment status or confer any right
with respect to continuation of employment by Company, nor will it interfere in any way with my right or Company’s right
to terminate my employment at any time, with or without cause or advance notice.


 


13.6 Waiver.
No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by Company
of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice
to enforce strict adherence to all terms of this Agreement.


 


13.7 Export.
I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any
products utilizing such data, in violation of the United States export laws or regulations.


 


13.8
Interpretation. The parties agree that any rule of construction to the effect that ambiguities are to be resolved against
the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement,
(i) unless otherwise specified, the words “include” and “including,” and variations thereof, will not
be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation,”
(ii) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other
thing extends, and such phrase will not mean simply “if,” (iii) the word “will” shall be deemed to
have the same meaning and effect as the word “shall,” (iv) the terms “or,” “any” or
“either” are not exclusive, and (v) the headings contained in this Agreement are for convenience of reference
only, will not be deemed to be a part of this Agreement and will not be referred to in connection with the construction or
interpretation of this Agreement.


 


13.9 Advice
of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL
COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.


 


13.10 Entire Agreement.
The obligations pursuant to Sections 1 and 2 of this Agreement will apply to any time during which I was previously engaged,
or am in the future engaged, by Company if no other agreement governs nondisclosure and assignment of Inventions during such period.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter of this Agreement
and supersedes and merges all prior discussions between us; provided, however, prior to the execution of this Agreement, if Company
and I were parties to any agreement regarding the subject matter hereof, that agreement will be superseded by this Agreement prospectively
only. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective
unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation
will not affect the validity or scope of this Agreement.


 


[Remainder of page intentionally
left blank.]


 






    7


     


    

 


[signature
Page to Employee Confidential Information, Inventions, Non-solicitation and Non-competition Agreement]


 


This Agreement will be effective as of January
7, 2021.


 


I
have read this agreement carefully and understand its terms. I have completely filled out exhibit a to this agreement.


 


	/s/ Keary Dunn	 
	(Signature)	 
	 	 
	Keary Dunn	 
	(Printed Name)	 


 


	ACCEPTED AND AGREED TO:	 
	 	 
	CELULARITY, INC.	 


 


	By: 	/s/ Robert J.
    Hariri, MD, PhD	 
	 	Name:  Robert J. Hariri, MD, PhD	 
	 	Title: Chief Executive Officer	 


 






    8


     


    

 


EXHIBIT
A


 


LIST
OF EXCLUDED INVENTIONS


 


1. Except
as listed in Section 2 below, the following is a complete list of all Inventions that reasonably relate to Company’s business
or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived,
developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment
with Company:


 


		☒	No Inventions.



 


		☐	See below:



 


	Title	 	Date	 	Identifying Number or
    Brief Description
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


		☐	Additional sheets attached.



 


2. Due
to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to Inventions generally
listed below:


 


	 	Invention or Improvement	 	Party(ies)	 	Relationship
	 	 	 	 	 	 
	1. 	 	 	  	 	  
	 	 	 	 	 	 
	2. 	 	 	  	 	  
	 	 	 	 	 	 
	3.
	 
	 	  	 	  


 


		☐	Additional sheets attached.