Exhibit 10.1

 


EMPLOYMENT AGREEMENT


 


This Employment
Agreement (the “Agreement”) is entered as of into as of September 15, 2021, by and between Andrew
J. Pecora, MD (“Executive”) and Celularity Inc. (the “Company”). At times herein,
Executive and the Company are referred to collectively as the “Parties,” and each individually, a “Party.”


 


The Company desires to employ Executive
and, in connection therewith, to compensate Executive for Executive’s personal services to the Company from and after the Effective
Date (as defined below); and


 


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


 


Accordingly, in consideration of the
mutual promises and covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Parties agree to the following:


 


1.
Employment by the Company.


 





1.1 At-Will Employment.
Commencing as of September 15, 2021 (the “Effective Date”), Executive shall 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representations that may have been made to Executive shall be superseded by this Agreement.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.
At times herein, the period of time commencing as of the Effective Date (as defined above) and continuing until the last day of Executive’s
employment or affiliation with the Company is referred to as the “Term” or the “Employment Period.”


 


1.2 Position.
Subject to the terms set forth herein, the Company agrees to employ Executive in the position of President, and Executive hereby accepts
such employment. During 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 faithfully and efficiently perform such responsibilities.


 


1.3 Duties.
Executive will report to the Chief Executive Officer of the Company and will render such business and professional services in the performance
of Executive’s duties, consistent with Executive’s position as President, 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 shall 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 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 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 Nine Hundred Thousand Dollars
($900,000.00), subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to applicable
federal and state payroll withholding requirements and deductions, in accordance with the Company’s standard payroll practices (the
“Base Salary”).


 


2.2 Discretionary
Performance Bonus.


 


(a) Short-Term
Performance Bonus. During the Term, Executive shall be eligible to be considered annually for a short-term discretionary performance
bonus for each full calendar year of the Term (“Short-Term Bonus”), with a target amount equal to sixty percent
(60%) of Executive’s Base Salary, and further subject to any terms and conditions that may be set by the Company, including without
limitation Executive’s satisfaction of certain performance goals and targets (the “Targets”). Additionally,
the Board may, in its discretion, set additional target levels for partial attainment of the Targets and/or exceeding the Targets. The
Targets will be developed annually by the Board in its discretion and subsequently provided to Executive. Any determination as to whether
Executive has satisfied any Targets shall be made by the Board in its discretion. Unless otherwise stated in Section 6, any Short-Term
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 a Short-Term Bonus is subject to change in the discretion of the Board (or any authorized committee
thereof), and further is contingent on Executive’s continued employment by the Company on the date that such payments are made hereunder.


 




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(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 Short-Term Bonus is paid and/or vested, as the case may be, Executive shall not be eligible to earn such Short-Term Bonus,
prorated or otherwise.


 


2.3 Equity
Grant. Subject to approval of the Board, following the Effective Date, Executive will be granted a one-time option to purchase
Two Million Four Hundred Sixty-Nine Thousand Two Hundred Eighty-Two (2,469,282) shares of the Company’s common stock, calculated
as 2.0% of the Company’s total shares of common stock outstanding as of the Effective Date (the “Grant”),
subject to the Company’s achievement of certain price targets with respect to the Company’s common stock and Executive’s
continued employment with the Company, to vest in up to five (5) installments in respect of such achievement, as set forth in Schedule
A:


 


2.4 Signing
Bonus. Executive will be granted four annual payments of $300,000 (the “Signing Bonus Payments”), less applicable
withholdings and deductions. The first Signing Bonus Payment shall be advanced to Executive on or about the Effective Date and will be
deemed earned if Executive remains in continuous employment through the one year anniversary of the Effective Date. The second Signing
Bonus Payment will be advanced to Executive on or about the first anniversary of the Effective Date, subject to Executive’s continued
employment through such payment date, and will be deemed earned if Executive remains in continuous employment through the second anniversary
of the Effective Date. The third Signing Bonus Payment will be advanced on or about the second anniversary of the Effective date subject
to Executive’s continued employment through such payment date, and will be deemed earned if Executive remains in continuous employment
through the third anniversary of the Effective Date. The fourth Signing Bonus Payment will be advanced on or about the third anniversary
of the Effective Date subject to Executive’s continued employment through such payment date, and will be deemed earned if Executive
remains in continuous employment through the fourth anniversary of the Effective Date.


 


(a) If,
before a Signing Bonus Payment is deemed earned (i.e., on the anniversary of its advancement as set forth in the preceding paragraph),
Executive’s service to the Company terminates for any reason other than Termination by Virtue of Death or Disability of Executive
in accordance with paragraph 6.1 or Executive is terminated without Cause or resigns for Good Reason in accordance with paragraphs 6.2
or 6.3 of this Agreement, Executive will be required to, and hereby agrees to, repay the applicable Signing Bonus Payment (on a net of
tax basis) (such amount, the “Repayment Amount”), provided that the Repayment Amount to be paid by Executive will be calculated
as follows: for each full month of Executive’s employment with the Company following the advancement of the applicable Signing Bonus
Payment, the Company will forgive one-twelfth (1/12th) of the Repayment Amount, and the remaining unforgiven portion of the Repayment
Amount will be due and payable by Executive to the Company on demand. Executive agrees that the Company may deduct, in accordance with
applicable law, the Repayment Amount from any payments the Company owes Executive, including but not limited to any regular payroll amount
and any expense payments. Executive further agrees to pay to the Company, within thirty (30) days of the termination date, any remaining
unpaid balance of the Repayment Amount not covered by such deductions.


 




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2.5 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. Confidential
Information, Inventions, Non-Solicitation and Non-Competition Obligations. In connection with Executive’s employment
with the Company, Executive will receive and 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) clinical medicine practice no more than one half
day per week (ii) 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, (iii) reasonable time devoted to activities in the non-profit and business communities
consistent with Executive’s position with the Company, and (iv) such other activities as may be specifically approved by the Board,
in the cases of (ii)-(iv), so long as such activities do not interfere or conflict with the performance of Executive’s duties and
responsibilities under this Agreement, as determined by the Company in its sole discretion. 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 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.


 




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6. Termination
Of Employment. The Parties acknowledge that Executive’s employment relationship with the Company is 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 Short-Term 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.


 






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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;


 




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(iii) The
Company will pay Executive an amount equal to the Target Short-Term 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, provided, however, that the Grant shall not vest if the applicable four-year anniversary has not
been achieved as of the date of 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 fifty (50) 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 title, 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 fifteen (15) 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 fifteen
(15) days following the end of the Cure Period.


 




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(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 agreement
between the parties; (ii) any act or omission constituting dishonesty, fraud, immoral or disreputable conduct, or an act of moral turpitude;
(iii) any conduct which constitutes a felony under applicable law; (iv) material violation of 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, or otherwise engaging in any conduct which causes or
is reasonably likely to cause material harm to the Company or its business, reputation or standing.


 


(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.


 


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 a one-time lump payment equal to twelve (12) months of the Base Salary (the “CIC
Severance”). The CIC Severance will be paid within thirty (30) days of the Release Date;


 






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(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 Short-Term 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, provided, however, that
the Grant shall remain subject to all applicable terms and conditions as set forth in Schedule A, including without limitation the price
hurdles set forth therein. If the date of the Change in Control is after the one year anniversary of the Grant and prior to the four year
anniversary of the Grant, then the price hurdles described in Schedule A will be pro-rated such that they reflect the annualized rate
of return implied over the four year period adjusted to reflect the number of days between the day of the Grant and the date of the Change
in Control.


 


(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.


 




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(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).


 




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(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.


 




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(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.


 




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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. 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 (“AAA”);
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. THE PARTIES further agree that any claims must be arbitrated solely
on an individual, non-class AND non-collective basis, and under no circumstance may any claims be consolidated with any arbitration, action
or legal proceeding INSTITUTED BY A THIRD-PARTY for any purpose. This Section, including the foregoing requirement that claims
be asserted on an individual and not class basis, shall be interpreted in accordance with, and subject to, the Federal Arbitration Act
(“FAA”), and, where not preempted by the FAA, applicable state law, and all questions of arbitrability shall
be referred to the arbitrator, to be determined in accordance with the AAA rules referenced above, and not any Court.


 


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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:	Chairman & Chief Executive Officer


 


	 	EXECUTIVE:
	 	 
	 	/s/ Andrew J. Pecora
	 	Andrew J. Pecora, MD