Press Release September 15, 2022

Celularity Enters Into $150 Million Pre-Paid Advance Agreement with Yorkville

The Life Sciences team advised Celularity Inc. (Nasdaq: CELU) in its Pre-Paid Advance Agreement with YA II PN, LTD (“Yorkville”), an affiliate of Yorkville Advisors Global, LP.

Under the Pre-Paid Advance Agreement, Celularity may request individual pre-paid advances from Yorkville over the next 18 months subject to certain conditions and as mutually agreed by the parties, each pre-paid advance will not exceed $40 million each nor $150 million in the aggregate, and bear interest at 6% per annum (increased to 15% in the event of default). Yorkville may, at its discretion and from time to time, use such pre-paid advances to purchase shares of Celularity’s Class A common stock at a price per share equal to the lower of (a) 135% of the daily VWAP prior to disbursement and (b) 95% of the lowest VWAP during the three consecutive trading days immediately prior to the purchase notice date, in each case subject to a floor price of $0.75 per share, and subject to certain share ownership limitations. Celularity could also be required to repay the prepaid advance by making monthly cash payments (along with a redemption premium), if its Class A common stock trades below the $0.75 floor price for a period of time, or if Celularity has issued substantially all of the shares permissible under the Nasdaq cap until the next monthly payment is at least 10% greater than the $0.75 floor price.

Celularity is a clinical stage biotechnology company leading the next evolution in cellular medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using unmodified natural killer (NK) cells, genetically modified NK cells, T-cells engineered with a CAR, and mesenchymal-like adherent stromal cells.

The Goodwin team was led by Marianne Sarrazin, Della Fok and Margaret Beale-Wirsing, with insight from Bradley Weber and Jim Barri and invaluable assistance from Andrea Morales.

For more details, read the press release.