Exhibit 10.3


 


AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of July 16, 2021, is made and entered into by and among Celularity Inc., a Delaware corporation (the “Company”)
(formerly known as GX Acquisition Corp., a Delaware corporation), GX Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
certain former stockholders of Celularity Inc. (formerly known as Celularity Operations Inc.), a Delaware corporation (“Target”),
set forth on Schedule 1 hereto (such stockholders, the “Target Holders”),
certain former stockholders of Target and other persons and entities, in each case, set forth on Schedule 2 hereto (the “Starr
Holders”), and other persons and entities, in each case, set forth on Schedule 3 (the “Investor
Stockholders” and, collectively with the Sponsor, the Target Holders, the Starr Holders and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders”
and each, a “Holder”).


 


RECITALS


 


WHEREAS, the Company
and the Sponsor are party to that certain Registration Rights Agreement, dated as of May 20, 2019 (the “Original
RRA”);


 


WHEREAS, the Company
has entered into that certain Merger Agreement and Plan of Reorganization, dated as of January 8, 2021 (as it may be amended, supplemented
or otherwise modified from time to time, the “Merger Agreement”),
by and among the Company, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“First
Merger Sub”), Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of
the Company (“Second Merger Sub”), and Target, pursuant to which (a) First Merger Sub merged with and into the
Target (the “First Merger”), with the Target surviving the First Merger as a wholly owned subsidiary of the
Company and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Target merged
with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”);


 


WHEREAS, on the date
hereof, pursuant to the Merger Agreement, the Target Holders and the Starr Holders received shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”);


 


WHEREAS, on the date
hereof, the Investor Stockholders, certain Target Holders, certain Starr Holders, and certain other investors (such other investors, collectively,
the “Third-Party Investor Stockholders”) purchased an aggregate of 8,340,000 shares of Common Stock (the “Investor
Shares”) in a transaction exempt from registration under the Securities Act pursuant to the respective Subscription Agreements,
dated as of January 8, 2021 or May 5, 2021, as applicable, entered into by and between the Company and each of the Investor Stockholders,
certain Target Holders, certain Starr Holders and the Third-Party Investor Stockholders (each, a “Subscription
Agreement” and, collectively, the “Subscription Agreements”);








 






     


     


    





 


WHEREAS, pursuant to
Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written
consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities
(as defined in the Original RRA) at the time in question, and the Sponsor is a Holder in the aggregate of at least a majority-in-interest
of the Registrable Securities as of the date hereof; and


 


WHEREAS, the Company
and the Sponsor desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company
shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I



DEFINITIONS


 


1.1 Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company,
(a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or
Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not
misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective
or used, as the case may be, and (c) the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Closing”
shall have the meaning given in the Merger Agreement.


 


“Closing
Date” shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 












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“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Competing
Registration Rights” shall have the meaning given in Section 5.7.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.4.


 


“Dragasac”
shall mean Dragasac Limited, a company incorporated in the Isle of Man.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“First Merger”
shall have the meaning given in the Recitals hereto.


 


“First Merger
Sub” shall have the meaning given in the Recitals hereto.


 


“Form
S-1 Shelf” shall have the meaning given in Section 2.1.1.


 


“Form
S-3 Shelf” shall have the meaning given in Section 2.1.1.


 


“Founder Shares”
shall mean the shares of Common Stock that were issued as a result of the conversion of the Company’s Class B Common Stock, par
value $0.0001 per share, in connection with the consummation of the Mergers.


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Investor
Shares” shall have the meaning given in the Recitals hereto.


 


“Investor
Stockholders” shall have the meaning given in the Preamble hereto.


 


“Joinder”
shall have the meaning given in Section 5.10.


 


“Maximum
Number of Securities” shall have the meaning given in Section 2.1.5.


 


“Merger
Agreement” shall have the meaning given in the Recitals hereto.


 


“Mergers”
shall have the meaning given in the Recitals hereto.


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.








 






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“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Other Coordinated
Offering” shall have the meaning given in Section 2.4.1.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities, including prior to the expiration of any lock-up period applicable to such Registrable Securities, subject
to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and
any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.1.


 


“Private Placement
Warrants” shall mean the warrants held by certain Holders, purchased by such Holders in the private placement that occurred
concurrently with the closing of the Company’s initial public offering, including any shares of Common Stock issued or issuable
upon conversion or exchange of such warrants.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) any outstanding shares of Common Stock and any other equity security (including the
Private Placement Warrants and any other warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon
the exercise of any other equity security) of the Company held by a Holder immediately following the Closing (including any securities
distributable pursuant to the Merger Agreement and any Investor Shares); (b) any outstanding shares of Common Stock or any other equity
security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any
other equity security) of the Company acquired by a Holder following the date hereof to the extent that such securities are “restricted
securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company;
and (c) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced
in clause (a) or (b) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such
securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the
sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise
transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further
transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations
including as to manner or timing of sale); and (E)  such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 






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“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the
following:


 


(A) all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
Inc.) and any national securities exchange on which the Common Stock is then listed;


 


(B) fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C) printing,
messenger, telephone and delivery expenses;


 


(D) reasonable
fees and disbursements of counsel for the Company;


 


(E) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(F) in
an Underwritten Offering or Other Coordinated Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest
of the Demanding Holders (not to exceed $75,000 without the consent of the Company).


 


“Registration
Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and
supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting
Holders” shall have the meaning given in Section 2.1.5.


 


“Second Merger”
shall have the meaning given in the Recitals hereto.


 


“Second Merger
Sub” shall have the meaning given in the Recitals hereto.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 






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 “Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement,
including a Piggyback Registration.


 


“Sponsor”
shall have the meaning given in the Preamble hereto.


 


“Sponsor Member”
shall mean a member of Sponsor who becomes party to this Agreement as a Permitted Transferee of Sponsor.


 


“Sponsor Managers”
shall mean the managing members of Sponsor, including after the dissolution of Sponsor.


 


“Starr Holders”
shall have the meaning given in the Preamble hereto.


 


“Subscription
Agreement” shall have the meaning given in the Preamble hereto.


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Target”
shall have the meaning given in the Preamble hereto.


 


“Target
Holders” shall have the meaning given in the Preamble hereto.


 


“Third-Party Investor
Stockholders” shall have the meaning given in the Recitals hereto.


 


“Transaction Shares”
shall mean the shares of Common Stock that were issued to the Target Holders and Starr Holders on the Closing Date in connection with
the consummation of the Mergers.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c)
public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.6.


 






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ARTICLE
II



REGISTRATIONS AND OFFERINGS


 


2.1 Shelf Registration.


 


2.1.1 Filing.
Within fifteen (15) business days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement
for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration
on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering
the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed
or continuous basis and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing
thereof, but no later than the earlier of (a) the one hundred and twentieth (120th) calendar day following the filing date
thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th)
business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the
Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder
named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission
such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available
for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf,
the Company shall use its reasonable best efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a
Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section
2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2 Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its reasonable best efforts to as promptly as is reasonably
practicable cause such Shelf to again become effective under the Securities Act (including using its reasonable best efforts to obtain
the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its reasonable best efforts to as promptly
as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the
effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to (i) cause such Subsequent
Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof
(it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule
405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the
Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement
continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and
in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent
Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent
Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall,
for the avoidance of doubt, be subject to Section 3.4.


 



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2.1.3 Additional Registrable Securities.
Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed
or continuous basis, the Company, upon written request of such Holder, shall promptly use its reasonable best efforts to cause the resale
of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of
a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as
practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided,
however, that the Company shall only be required to cause such additional Registrable Securities to be so covered once per calendar
year for each of the Sponsor, the Target Holders, the Starr Holders and the Investor Stockholders for an aggregate of not more than four
(4) additional registrations per calendar year pursuant to this Agreement.


 


2.1.4 Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file
with the Commission, the Sponsor, an Investor Stockholder, a Starr Holder (on behalf of itself and all other Starr Holders that desire
to participate in the Underwritten Shelf Takedown, Block Trade or Other Coordinated Offering, as applicable) or a Target Holder (any of
the Sponsor, an Investor Stockholder, a Starr Holder (on behalf of itself and all other Starr Holders that desire to participate in the
Underwritten Shelf Takedown, Block Trade or Other Coordinated Offering, as applicable) or a Target Holder being in such case, a “Demanding
Holder”; if the Demanding Holder is a Starr Holder, then the Registrable Securities proposed or requested to be sold
by the Demanding Holder for purposes of calculating the Minimum Takedown Threshold or other applicable total offering price threshold
in the Underwritten Shelf Takedown, Block Trade or Other Coordinated Offering, as applicable, shall include (x) the Registrable Securities
proposed or requested to be sold by the Demanding Holder in the Underwritten Shelf Takedown, Block Trade or Other Coordinated Offering,
as applicable, and (y) the Registrable Securities proposed or requested to be sold by all other Starr Holders in the Underwritten Shelf
Takedown, Block Trade or Other Coordinated Offering, as applicable) may request to sell all or any portion of its Registrable Securities
in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown
if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with
other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $20 million (the “Minimum
Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the
Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.
Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist
of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which
shall not be unreasonably withheld, conditioned or delayed). The Sponsor, the Investor Stockholders, the Starr Holders and the Target
Holders may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4, for an aggregate
of not more than eight (8) Underwritten Shelf Takedowns pursuant to this Agreement, and the Company is not obligated to effect (x) more
than four (4) Underwritten Shelf Takedowns per year (provided, that, the Sponsor, the Investor Stockholders, the Starr Holders
and the Target Holders may each demand not more than one (1) Underwritten Shelf Takedown per year) or (y) an Underwritten Shelf Takedown
within sixty (60) days after the closing of a prior Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement,
the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is
then available for such offering.


 






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2.1.5 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the
Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten
Shelf Takedown (the “Requesting Holders”) (if
any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any)
desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all
other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant
to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum
number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the
timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed
to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, the Demanding
Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities
that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities
that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based
on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten
Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such
Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.


  


2.1.6 Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw
from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the Sponsor, an Investor Stockholder, a Starr Holder or a Target Holder may elect to have the Company
continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed
to be sold in the Underwritten Shelf Takedown by the Sponsor, the Investor Stockholders, the Starr Holders, the Target Holders or any
of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a
demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either
(i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses
the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder,
a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has
requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor, an Investor Stockholder, a Starr Holder
or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such
Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor, such Investor Stockholder,
such Starr Holder or such Target Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal
Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects
to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.


 






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2.2 Piggyback
Registration.


 


2.2.1 Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if the
Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the
account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten
Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto)
(i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form
S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for
an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (v) a Block
Trade or (vi) an Other Coordinated Offering, then the Company shall give written notice of such proposed offering to all of the Holders
of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration
Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus
or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered
offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written
notice (such registered offering, a “Piggyback Registration”).
Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback
Registration and, if applicable, shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of such Piggyback
Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein
on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of
any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.


 


 



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2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with
(i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded
pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder,
(ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii)
the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant
to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities
hereunder, exceeds the Maximum Number of Securities, then:


 


(a) if
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can
be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder
has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written
contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can
be sold without exceeding the Maximum Number of Securities;


 




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(b) if
the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities,
if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1,
pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering
and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which
can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities,
if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration
rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum
Number of Securities; and


 


(c) if
the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities
pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities
in the priority set forth in Section 2.1.5.


 


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten
Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration,
the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration
used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the
Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal
under this Section 2.2.3.


 


2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected
pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 




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2.3 Market Stand-off. In connection
with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested
by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent (5%) of the outstanding
Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of
Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without
the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters)
beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing
Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters
to such effect (in each case on substantially the same terms and conditions as all such Holders).


 


2.4 Block Trades;
Other Coordinated Offerings.


 


2.4.1 Notwithstanding
any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective
Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving
a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution
agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering
price reasonably expected to exceed $25 million in the aggregate or (y) with respect to all remaining Registrable Securities
held by the Demanding Holder provided that the total offering price is reasonably expected to exceed $10 million in the aggregate, then
such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days
prior to the day such offering is to commence and the Company shall use its reasonable best efforts to facilitate such Block Trade or
Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to
engage in the Block Trade or Other Coordinated Offering shall use reasonable best efforts to work with the Company and any Underwriters,
brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement,
prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.


 


2.4.2 Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents
or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block
Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3 Notwithstanding
anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated
by a Demanding Holder pursuant to this Agreement.


 


2.4.4 The
Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales
agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more
reputable nationally recognized investment banks).


 


2.4.5 A
Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section
2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to
this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 




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ARTICLE
III


 


COMPANY PROCEDURES


 


3.1 General Procedures.
In connection with any Shelf and/or Shelf Takedown, the Company shall use its reasonable best efforts to effect such Registration to
permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall:


 


3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or
have ceased to be Registrable Securities;


 


3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;


 


3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished
with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);


 




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3.1.4 prior
to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or
approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


3.1.5 cause
all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are
then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


3.1.8 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 


3.1.9 in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales agent
pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such
Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney,
consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection
with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality
arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.10 obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountings and the Company’s counsel) in customary form and covering such matters of the type customarily
covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;


 




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3.1.11 in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an
opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders,
the broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration
in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may
reasonably request and as are customarily included in such opinions and negative assurance letters;


 


3.1.12 in
the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual
and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


3.1.13 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);


 


3.1.14 with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its reasonable best efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in
such Underwritten Offering; and


 


3.1.15 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter,
broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company.
It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities,
such as Underwriters’ commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration
Expenses,” all fees and expenses of any legal counsel representing the Holders.


 




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3.3 Requirements
for Participation in Registration Statement in Offerings. Notwithstanding anything in
this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude
such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based
on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus
and such Holder continues thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten
Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless
such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting,
sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably
required under the terms of such underwriting, sales, distribution or placement arrangements. For the avoidance of doubt, the exclusion
of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other
Registrable Securities to be included in such Registration.


 


3.4 Suspension of
Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1 Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably
practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.


 


3.4.2 Subject
to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement
of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith
judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes
as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving
prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay
or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of
time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this
Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of
the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives
written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality
of such notice and its contents.


 


3.4.3 Subject
to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated
Registration and provided that the Company continues to actively employ, in good faith, all reasonable best efforts to maintain the effectiveness
of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested
an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such
offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant
to Section 2.1.4 or 2.4.


 




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3.4.4 The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than
ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve (12)-month
period.


 


3.5 Reporting Obligations.
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the
Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission
pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company
further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to
time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the
request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it
has complied with such requirements.


 


ARTICLE
IV


 


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities
and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any
untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained
in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein.


 




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4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or
cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder Information”)
and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls
the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including,
without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of
material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the
case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of
the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3 Any
person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the
transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 




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4.1.5 If
the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not
made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount
paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket
expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any
other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5.
No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.


 


ARTICLE
V


 


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier
service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication
that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,
in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered
by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery
receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: Celularity Inc., 170 Park Avenue, Florham Park, New Jersey 07932, Attention:
Keary Dunn or by email: keary.dunn@celularity.com, and, if to any Holder, at such Holder’s address, electronic mail address or
facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from
time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after
delivery of such notice as provided in this Section 5.1.


 




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5.2 Assignment; No
Third Party Beneficiaries.


 


5.2.1 This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2 Subject
to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned
in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that (1)
immediately following such transfer such Registrable Securities remain Registrable Securities, and (2) with respect to the Target Holders,
the Starr Holders, the Investor Stockholders and the Sponsor, the rights hereunder that are personal to such Holders may not be assigned
or delegated in whole or in part, except that (i) each of the Target Holders shall be permitted to transfer its rights hereunder
as the Target Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Target Holder (it
being understood that no such transfer shall reduce or multiply any rights of such Target Holder or such transferees), (ii) each of the
Starr Holders shall be permitted to transfer its rights hereunder as the Starr Holders to one or more affiliates or any direct or indirect
partners, members or equity holders of such Starr Holder (it being understood that no such transfer shall reduce or multiply any rights
of such Starr Holder or such transferees), (iii) each of the Investor Stockholders shall be permitted to transfer its rights hereunder
as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor
Stockholder (it being understood that no such transfer shall reduce or multiply any rights of such Investor Stockholder or such transferees)
and (iv) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or
indirect partners, members or equity holders of the Sponsor (including the Sponsor Members), which, for the avoidance of doubt, shall
include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being
understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees). Upon a transfer by the Sponsor
pursuant to subsection (iv) to the Sponsor Members, the rights that are personal to the Sponsor shall be exercised by the Sponsor Members
only with the consent of the Sponsor Managers.


 


5.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4 This
Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2.


 


5.2.5 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the
form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 5.2 shall
be null and void.


 




    21


     


    

 


5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4 Governing Law;
Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES
HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW
YORK AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY
IN THE STATE OF NEW YORK


 


5.5 TRIAL BY JURY.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.6 Amendments and
Modifications. Upon the written consent of (a) the Company and (b) the Holders of
a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified and (c) so long as the Sponsor or its Permitted
Transferees hold any Registrable Securities, the Sponsor Managers; provided, however, that any amendment hereto or waiver
hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner
that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course
of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company
in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.
No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party.


 




    22


     


    

 


5.7 Other Registration
Rights. Other than (i) the Third-Party Investor Stockholders who have registration rights with respect to their
Investor Shares pursuant to their respective Subscription Agreements and (ii) as provided in the Warrant Agreement, dated as of May 20,
2019, between the Company and Continental Stock Transfer & Trust Company, the Company represents and warrants that no person or entity,
other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale
or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own
account or for the account of any other person or entity. The Company hereby agrees and covenants that it will not grant rights to register
any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable,
pari passu or senior to those granted to the Holders hereunder without (a) the prior written consent of the Sponsor Managers (for so long
as the Sponsor or its Permitted Transferees hold Registrable Securities), Dragasac (for so long as Dragasac or its Permitted Transferees
hold Registrable Securities) and Starr International Investments Ltd. (for so long as the Starr Holders or their Permitted Transferees
hold Registrable Securities), or (b) granting economically and legally equivalent rights to the Holders hereunder such that the Holders
shall receive the benefit of such more favorable or senior terms and/or conditions. Further, the Company represents and warrants that
this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a
conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.8 Term.
This Agreement shall terminate on the earlier of (a) the seventh (7th) anniversary of the date of this Agreement and (b) with
respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.


 


5.9 Holder Information.
Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder
in order for the Company to make determinations hereunder.


 


5.10 Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of
this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


5.11 Entire Agreement;
Restatement. This Agreement constitutes the full and entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such
subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect.


 


[SIGNATURE PAGES FOLLOW]


 






    23


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 	 	 
	 	Celularity Inc. 
	 	a Delaware corporation
	 	 	 	 
	 	By:	/s/ Robert Hariri
	 	 	Name: 	Robert
    Hariri, M.D., Ph.D.,
	 	 	Title:	President
    and CEO
	 	 	 	 
	 	HOLDERS:
	 	 	 	 
	 	GX Sponsor LLC
	 	a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Dean C. Kehler
	 	 	Name:	Dean
    C. Kehler
	 	 	Title:	Managing
    Member


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 	 	 
	 	DRAGASAC
    LIMITED
	 	 	 	 
	 	By:	/s/ Tan Kong Han
	 		Name:	Tan
    Kong Han
	 		Title:	Director


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	Sorrento Therapeutics, Inc.
	 	a Delaware corporation
	 	 	 	 
	 	By:	/s/ Henry Ji
	 	 	Name:	Henry
    Ji, Ph. D.
	 	 	Title:	President,
    Chief Executive Officer and Chairman of the Board


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Robert Hariri
	 	Robert
    Hariri


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 	 
	 	ROBERT J. HARIRI FAMILY TRUST FBO HALEY HARIRI DATED 10/01/2008
	 	 	 
	 	By:	/s/ Louis J. Meade Jr.
	 	 	Name:	Louis
    J. Meade Jr.
	 	 	Title:	Trustee
	 	 	 
	 	ROBERT J. HARIRI FAMILY TRUST FBO JOHN HARIRI DATED 10/01/2008
	 	 	 
	 	By:	/s/ Louis J. Meade Jr.
	 	 	Name:	Louis
    J. Meade Jr.
	 	 	Title:	Trustee
	 	 	 
	 	ROBERT J. HARIRI FAMILY TRUST FBO ALEXANDRA HARIRI DATED 10/01/2008
	 	 	 
	 	By:	/s/ Louis J. Meade Jr.
	 	 	Name:	Louis
    J. Meade Jr.
	 	 	Title:	Trustee


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    John Casale
	 	John
    Casale


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Richard Shaak
	 	Richard
    Shaak


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Howard I. Smith
	 	Howard
    I. Smith


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Steven Blakey
	 	Steven
    Blakey


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Bertil Lundqvist
	 	Bertil
    Lundqvist


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Roger W. Dinella
	 	Roger
    W. Dinella


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	MAURICE
    R. GREENBERG AND CORINNE P. GREENBERG, AS JTWROS
	 	 
	 	/s/
    Maurice R. Greenberg
	 	Maurice
    R. Greenberg
	 	 
	 	/s/
    Corinne P. Greenberg
	 	Corinne
    P. Greenberg


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Michael Castelli
	 	Michael
    Castelli


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 	 
	 	C.V. STARR & CO., INC.
	 	 	 
	 	By:	John J. Casale
	 	 	Name:	John
    J. Casale
	 	 	Title:	Treasurer
	 	 	 
	 	STARR INTERNATIONAL INVESTMENTS, LTD.
	 	 	 
	 	By:	John J. Casale
	 	 	Name:	John
    J. Casale
	 	 	Title:	Authorized
    Signatory


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Lim Kok Thay
	 	Lim
    Kok Thay


  


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Andrew von Eschenbach, M.D.
	 	Andrew
    von Eschenbach, M.D.


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Anne Jones, Ph.D.
	 	Anne
    Jones, Ph.D.


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Bradley Glover, Ph.D.
	 	Bradley
    Glover, Ph.D.


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Dean C. Kehler
	 	Dean
    C. Kehler


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Jay R. Bloom
	 	Jay
    R. Bloom


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    John R. Haines
	 	John
    R. Haines


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    John Sculley
	 	John
    Sculley


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Keary Dunn, Esq.
	 	Keary
    Dunn, Esq.


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

  


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Marc Mazur
	 	Marc
    Mazur


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Peter Diamandis, M.D.
	 	Peter
    Diamandis, M.D.


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Robin L. Smith, M.D
	 	Robin
    L. Smith, M.D.


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/
    Stephen A. Brigido
	 	Stephen
    A. Brigido


  


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


Schedule
1


 


Target
Holders


 


	1.	Dragasac
                                            Limited



	2.	Sorrento
                                            Therapeutics, Inc.



	3.	Robert
                                            Hariri



	4.	Robert
                                            J. Hariri Family Trust FBO Haley Hariri Dated 10/01/2008



	5.	Robert
                                            J. Hariri Family Trust FBO John Hariri Dated 10/01/2008



	6.	Robert
                                            J. Hariri Family Trust FBO Alexandra Hariri Dated 10/01/2008



  


[Signature
Page to Amended and Restated Registration Rights Agreement]


  




     


     


    

 


Schedule
2


 


Starr
Holders


 


	1.	John
                                            Casale



	2.	Richard
                                            Shaak



	3.	Howard
                                            I. Smith



	4.	Steven
                                            Blakey



	5.	Bertil
                                            Lundqvist



	6.	Roger
                                            W. Dinella



	7.	Maurice
                                            R. Greenberg and Corrine P. Greenberg, as JTWROS



	8.	Michael
                                            Castelli



	9.	Starr
                                            International Investments, Ltd.



	10.	C.V.
                                            Starr & Co., Inc.



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


Schedule
3


 


Investor
Stockholders


 


	1.	Palantir
                                            Technologies Inc.



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


Exhibit
A


 


REGISTRATION
RIGHTS AGREEMENT JOINDER


 


The
undersigned is executing and delivering this joinder (this “Joinder”)
pursuant to the Amended and Restated Registration Rights Agreement, dated as of July 16, 2021 (as the same may hereafter be amended,
the “Registration Rights Agreement”), among
Celularity Inc., a Delaware corporation (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


By
executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof,
the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder
of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and
the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to
the extent provided therein.


 


Accordingly,
the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature
    of Stockholder
	 	 
	 	 
	 	Print
    Name of Stockholder
	 	Its:
	 	 
	 	Address:	                 
	 	 
	 	 


 


Agreed
and Accepted as of

____________, 20__


 


	Celularity Inc. 	 
	 	 	 
	By:	       	 
	Name:	 	 
	Its:	 	 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]