CELULARITY INC. SUPPORT AGREEMENT

Execuition Version

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of January 16, 2024 is made by and among Celularity Inc., a Delaware corporation (“Celularity”), Resorts World Inc Pte Ltd, a company incorporated in Singapore (“RWI”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Celularity.

WHEREAS, ▇▇▇▇▇▇▇▇▇▇ and RWI have entered into a Second Amended and Restated Loan Agreement, dated of even date herewith (the “A&R RWI Loan”), which contemplates, among other items, the issuance of certain warrants to RWI for which the exercise price will be determined at a future date (the “Tranche 2 Warrants”);

WHEREAS, in order to comply with Nasdaq Marketplace Rule 5635(d) (“Rule 5635(d)”), the Tranche 2 Warrants provide that such warrants are not exercisable absent stockholder approval to the extent that the exercise price, once determined, is less than $0.24898, which is the “Minimum Price” as determined pursuant to Rule 5635(d);

WHEREAS, each Stockholder beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds stock options (“Celularity Options”) and restricted stock units (“Celularity RSUs”) issued under Celularity’s equity plans, and warrants (“Celularity Warrants”) to acquire the number of Shares, indicated opposite such Stockholder’s name on Schedule 1 attached hereto;

WHEREAS, as an inducement and a condition to the willingness of RWI to enter into the A&R RWI Loan, each Stockholder has agreed to enter into and perform this Agreement; and

WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the A&R RWI Loan.

NOW, THEREFORE, in consideration of, and as a condition to, RWI’s entering into the A&R RWI Loan, each Stockholder, Celularity and RWI agree as follows:

Agreement to Vote Shares. Each Stockholder agrees that, prior to the Expiration Date (as defined in Section 2 below), at any meeting of the stockholders of Celularity or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of Celularity, with respect to the issuance of shares of common stock upon the exercise of the Tranche 2 Warrants, the exercise price of the Tranche 2 Warrants, the A&R RWI Loan or any other issuance in connection therewith, or a reverse stock split of Celularity’s Class A common stock, such Stockholder shall:

(a)

appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum;

(b)

from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares and any New Shares that Stockholder shall be entitled to so vote: (i) in favor of (A) a reverse stock split of Celularity’s Class A common stock, par value $0.0001 per share (the “Reverse Stock Split Proposal”) and (B) any proposal required pursuant to Rule 5635(d) to facilitate the exercise of the warrants (including the Tranche 2 Warrants) issued in connection with the A&R RWI Loan (the “Nasdaq Proposal”); (ii) against any proposal, or any agreement, transaction or other matter that

is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the transactions contemplated by the A&R RWI Loan; and (iii) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Reverse Stock Split Proposal and the Nasdaq Proposal on the date on which such meeting is held. Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

Expiration Date. As used in this Agreement, the term “Expiration Date” shall mean the earlier to occur of (a) receipt of stockholder approval of the Nasdaq Proposal or (b) the mutual written agreement of the parties to terminate this Agreement. In the event of termination of this Agreement pursuant to this Section 2, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that (i) this Section 2 and Sections 14 to 24 shall survive any such termination, and (ii) no such termination will relieve any party hereto from any liability for any fraud or intentional breach of this Agreement occurring prior to such termination.

Additional Acquisitions. Each Stockholder agrees that any shares of capital stock or other equity securities of Celularity that such Stockholder acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power (including any proxy) after the execution of this Agreement and prior to the Expiration Date, whether by the exercise of any Celularity Options or Celularity Warrants or settlement of any Celularity RSUs or otherwise, including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares.

Agreement to Retain Shares. From and after the date hereof until (x) the earlier of the Expiration Date and July 12, 2024, in the case of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D. and ▇▇▇▇ ▇▇▇▇▇▇ or (y) the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(c) below)) any Shares or any New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement), (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or (d) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder’s obligations under this Agreement. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder may make (1) transfers by will or by operation of law or other transfers for estate-planning purposes, in which case this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Celularity Options or Celularity Warrants (and any Shares underlying such Celularity Options or such Celularity Warrants) that expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Celularity (or effecting a “net exercise” of a Celularity Option or a Celularity Warrant) as payment for the (i) exercise price of such Stockholder’s Celularity Options or Celularity Warrants and (ii) taxes applicable to the exercise of such Stockholder’s Celularity Options, (3) with respect to such Stockholder’s Celularity RSUs (and any Shares underlying such Celularity RSUs) that vest and settle on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Celularity as payment for the taxes applicable to the vesting and settlement of such Stockholder’s Celularity RSU, (4) if Stockholder is an entity, partnership or limited liability company, a transfer to one or more equityholders, partners or members of Stockholder or to an Affiliated person, corporation, trust or other Entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (5)

make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (6) transfers, sales or other dispositions as RWI may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer of any Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(6), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto.

Representations and Warranties of Stockholder. Each Stockholder hereby, severally but not jointly, represents and warrants to Celularity and RWI as follows:

(a)

If such Stockholder is an Entity: (i) such Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, (ii) such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement, performance of such Stockholder’s obligations hereunder and the consummation of the transactions contemplated hereby by such Stockholder have been duly authorized by all necessary action on the part of such Stockholder and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has the legal capacity to execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b)

this Agreement has been duly executed and delivered by or on behalf of such Stockholder and, to such Stockholder’s knowledge and assuming this Agreement constitutes a valid and binding agreement of RWI and Celularity, constitutes a valid and binding agreement with respect to such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally;

(c)

such Stockholder beneficially owns the number of Shares indicated opposite such Stockholder’s name on Schedule 1, and will own any New Shares, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares or New Shares and none of the Shares or New Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares or the New Shares, except as contemplated by this Agreement and except for customary arrangements with the Stockholder’s prime broker and/or custodian;

(d)

to the knowledge of such Stockholder, the execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of his, her or its obligations hereunder and the compliance by such Stockholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage,

contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which such Stockholder is a party or by which such Stockholder is bound, or any law, statute, rule or regulation to which such Stockholder is subject or, in the event that such Stockholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of such Stockholder; except for any of the foregoing as would not reasonably be expected to prevent or delay the performance by such Stockholder of his, her or its obligations under this Agreement in any material respect;

(e)

the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority or regulatory authority by such Stockholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of his, her or its obligations under this Agreement in any material respect;

(f)

no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Celularity or RWI in respect of this Agreement based upon any contract made by or on behalf of such Stockholder; and

(g)

as of the date of this Agreement, there is no legal proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder that would reasonably be expected to prevent or delay the performance by such Stockholder of his, her or its obligations under this Agreement in any material respect.

Irrevocable Proxy. Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby appoint RWI and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares, to vote and exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any Stockholder consent, if such Stockholder fails to vote his, her or its Shares solely with respect to the matters set forth in Section 1 hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five (5) Business Days before such shareholder meeting or any consent solicitation or other vote taken of the Company’s stockholders. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and represents that none of such previously-granted proxies are irrevocable. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the RWI and Celularity to enter into the A&R RWI Loan and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration Date. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

No Legal Actions. Each Stockholder will not in its capacity as a stockholder of Celularity bring, commence, institute, maintain, prosecute or voluntarily aid any legal proceeding that (i) challenges

the validity or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the A&R RWI Loan constitutes a breach of any fiduciary duty of the Celularity board or directors or any member thereof.

Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without the need of posting bond in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Directors and Officers. This Agreement shall apply to each Stockholder solely in such Stockholder’s capacity as a stockholder of Celularity and/or holder of Celularity Warrants, Celularity Options or Celularity RSUs and not in such Stockholder’s capacity as a director, officer or employee of Celularity or any of its Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall (or require Stockholder to attempt to) limit or restrict a director and/or officer of Celularity in the exercise of his or her fiduciary duties as a director and/or officer of Celularity or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director and/or officer of Celularity or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee and/or fiduciary.

10.

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in RWI any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to such Stockholder, and RWI does not have authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Celularity or exercise any power or authority to direct such Stockholder in the voting of any of the Shares, except as otherwise provided herein.

11.

Termination. This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing, upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, nothing set forth in this Section 11 or elsewhere in this Agreement shall relieve any party from liability for any fraud or for any willful and material breach of this Agreement prior to termination hereof.

12.

Further Assurances. Each Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as RWI or Celularity may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement and the A&R RWI Loan.

13.

Disclosure. Each Stockholder hereby agrees that Celularity and the RWI may publish and disclose in the Proxy Statement and in any other Exchange Act report or other documents filed with any regulatory authority in connection with the A&R RWI Loan and any related documents filed with such regulatory authority and as otherwise required by law, such Stockholder’s identity and ownership of Shares

and the nature of such ▇▇▇▇▇▇▇▇▇▇▇’s commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to the Proxy Statement or in any other filing made by Celularity or RWI as required by law, including with the SEC or other regulatory authority, relating to the A&R RWI Loan, all subject to prior review and a reasonable opportunity to comment by Stockholder’s counsel. Prior to the Closing, each Stockholder shall not, and shall use its reasonable best efforts to cause its representatives not to, directly or indirectly, make any press release, public announcement or other public communication without the prior written consent of Celularity and RWI, provided that the foregoing shall not limit or affect any actions taken by such Stockholder (or any affiliated officer or director of such Stockholder) that would be permitted to be taken by such Stockholder, Celularity or RWI pursuant to the A&R RWI Loan; provided, further, that the foregoing shall not affect any actions of Stockholder the prohibition of which would be prohibited under applicable law and shall not prohibit Stockholder or its affiliates from making any publicly-available filings required by applicable law, regulation or legal process.

14.

Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery), by facsimile transmission (providing confirmation of transmission) or by electronic transmission (providing confirmation of transmission) to RWI or Celularity, as the case may be, in accordance with Section 7.5 of the A&R RWI Loan and to each Stockholder at his, her or its address or email address (providing confirmation of transmission) set forth on Schedule 1 attached hereto (or at such other address for a party as shall be specified by like notice).

15.

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

16.

Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a party’s rights or obligations hereunder may be assigned or delegated by such party without the prior written consent of the other parties hereto, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such party without the other party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

17.

No Waivers. No waivers of any breach of this Agreement extended by the RWI or Celularity to such Stockholder shall be construed as a waiver of any rights or remedies of the RWI or Celularity, as applicable, with respect to any other stockholder of Frequency who has executed an agreement substantially in the form of this Agreement with respect to Shares held or subsequently held by such stockholder or with respect to any subsequent breach of Stockholder or any other such stockholder of Celularity. No waiver of any provisions hereof by any party shall be deemed a waiver of any other

provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

18.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or legal Proceeding between any of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the state of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (ii) agrees that all claims in respect of such action or legal proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section ‎188, (iii) waives any objection to laying venue in any such action or legal proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (v) agrees that service of process upon such party in any such action or legal proceeding shall be effective if notice is given in accordance with Section ‎14 of this Agreement. Each party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section ‎18 in the manner provided for notices in Section ‎14. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable law.

19.

Waiver of Jury Trial. The parties hereto hereby waive any right to trial by jury with respect to any action or Legal Proceeding related to or arising out of this Agreement, any document executed in connection herewith and the matters contemplated hereby and thereby.

20.

Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by facsimile or electronic transmission via “.pdf” shall be sufficient to bind the parties to the terms and conditions of this Agreement.

21.

Amendment. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed on behalf of each party hereto; provided, however, that the rights or obligations of any Stockholder may be waived, amended or otherwise modified in a writing signed by Celularity, RWI and such Stockholder.

22.

Fees and Expenses. Except as otherwise specifically provided herein, the A&R RWI Loan or any other agreement contemplated by the A&R RWI Loan to which a party hereto is a party, each party hereto shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

23.

Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties. Each of the parties hereby acknowledges, represents and warrants that (i) it has read and fully understood this Agreement and the implications and consequences thereof; (ii) it has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of its own choice, or it has made a voluntary and informed decision to decline to seek such counsel; and (iii) it is fully aware of the legal and binding effect of this Agreement.

24.

Construction.

(a)

For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b)

The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(c)

As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d)

Except as otherwise indicated, all references in this Agreement to “Sections,” and “Schedules” are intended to refer to Sections of this Agreement and Schedules to this Agreement, respectively.

(e)

The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

[Remainder of Page has Intentionally Been Left Blank]

EXECUTED as of the date first above written.

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. MD. PhD

Signature:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇

Signature:/s/ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. MD

Signature:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Signature Page to Celularity Support Agreement

EXECUTED as of the date first above written.

CELULARITY INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CEO

rESORTS WORLD INC PTE LTD.

By: /s/ HIU ▇▇▇▇ ▇▇▇
Name: ▇▇▇ ▇▇▇▇ ▇▇▇
Title: Director

Signature Page to Celularity Support Agreement

SCHEDULE 1


Name, Address and Email Address of Stockholder	Shares of Celularity Common Stock	Celularity Warrants	Celularity Options	Celularity RSUs
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, MD, PhD c/o Celularity 170 Park Avenue Florham Park, NJ 07932 ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇	28,472,008	2,084,854	5,047,195	-
▇▇▇▇ ▇▇▇▇▇▇ ▇/o Celularity Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇	1,809,144	1,880,000	110,205	36,145
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, MD c/o Celularity Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇	1,107,145	-	3,039,348	36,145

CELULARITY INC. SUPPORT AGREEMENT

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