CELU · Celularity Inc · Financials

Reference is made to the Convertible Note (the “**Note**”) issued to the undersigned by Celularity Inc. (the “**Company**”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the unpaid principal balance of the Note and accrued interest indicated below into shares of Common Stock of the Company, as of the date specified below.

Issuer evidence: Reference is made to the Convertible Note (the “**Note**”) issued to the undersigned by Celularity Inc. (the “**Company**”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the unpaid principal balance of the Note and accrued interest indicated below into shares of Common Stock of the Company, as of the date specified below.

Supporting evidence: Reference is made to the Convertible Note (the “**Note**”) issued to the undersigned by Celularity Inc. (the “**Company**”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the unpaid principal balance of the Note and accrued interest indicated below into shares of Common Stock of the Company, as of the date specified below.

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Note”) is a duly authorized and validly issued debt obligation of Celularity Inc., a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 170 Park Avenue, Florham Park, NJ 07932. This Note is one of a series of Notes (the “Notes”) issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of September 23, 2026, by and among the Company and the Purchasers party thereto, as amended, modified or supplemented from time to time (the “Purchase Agreement”; capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Purchase Agreement).

Issuer evidence: THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Note”) is a duly authorized and validly issued debt obligation of Celularity Inc., a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 170 Park Avenue, Florham Park, NJ 07932. This Note is one of a series of Notes (the “Notes”) issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of September 23, 2026, by and among the Company and the Purchasers party thereto, as amended, modified or supplemented from time to time (the “Purchase Agreement”; capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Purchase Agreement).

Supporting evidence: a) Accrual and Compounding of Interest. The Company shall pay interest to the Holder on the aggregate outstanding principal amount of this Note at the rate of ten percent (10%) (the “Regular Interest Rate”) per annum. Interest shall accrue from the Original Issue Date and shall compound annually on each anniversary of the Original Issue Date (each such date, an “Interest Compounding Date”). On each Interest Compounding Date, all accrued and unpaid interest as of such date shall be added to the outstanding principal amount of this Note for purposes of calculating interest accruing thereafter. All accrued and unpaid interest on this Note shall be payable in cash on the Maturity Date (or such earlier date as this Note is required or permitted to be repaid as provided hereunder). No cash payment of interest shall be required prior to the Maturity Date. Upon the occurrence and during the continuance of an Event of Default, the Company shall pay interest to the Holder on the aggregate outstanding principal amount of this Note at the rate of fifteen percent (15%) per annum (the “Default Interest Rate”).

Supporting evidence: THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Note”) is a duly authorized and validly issued debt obligation of Celularity Inc., a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 170 Park Avenue, Florham Park, NJ 07932. This Note is one of a series of Notes (the “Notes”) issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of September 23, 2026, by and among the Company and the Purchasers party thereto, as amended, modified or supplemented from time to time (the “Purchase Agreement”; capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Purchase Agreement).

WHEREAS, the Company and the Purchasers have entered into that certain Securities Purchase Agreement, dated as of September 23, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which the Company has agreed to issue and sell to the Purchasers Senior Secured Convertible Promissory Notes in an aggregate principal amount of up to $25,000,000 (each, a “Note” and collectively, the “Notes”);

Issuer evidence: INTERCREDITOR AGREEMENT (the “Agreement”), dated as of September 23, 2026, by and among Celularity Inc., a Delaware corporation (the “Company”), the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Philip Barach, as collateral agent (the “Collateral Agent”).

Supporting evidence: WHEREAS, the Company and the Purchasers have entered into that certain Securities Purchase Agreement, dated as of September 23, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which the Company has agreed to issue and sell to the Purchasers Senior Secured Convertible Promissory Notes in an aggregate principal amount of up to $25,000,000 (each, a “Note” and collectively, the “Notes”);

Supporting evidence: WHEREAS, the Company and the Purchasers have entered into that certain Securities Purchase Agreement, dated as of September 23, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which the Company has agreed to issue and sell to the Purchasers Senior Secured Convertible Promissory Notes in an aggregate principal amount of up to $25,000,000 (each, a “Note” and collectively, the “Notes”);