CELU

SEC source: 0001209191-21-046979 · doc4.xml · derivative · entry 1

Dunn Keary · CIK 0001868779 · General Counsel & Business Dev

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,207

Underlying: Class A Common Stock · 105,207 shares

Expires 2031-07-16

F1 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, March 23, 2020, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047514 · doc4.xml · derivative · entry 1

Jones Anne · CIK 0001869584 · Chief Business Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,074

Underlying: Class A Common Stock · 96,074 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, April 26, 2021, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047507 · doc4a.xml · derivative · entry 3

Brigido Stephen · CIK 0001869791 · Pres, Functional Regeneration

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,859

Underlying: Class A Common Stock · 76,859 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F4 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047507 · doc4a.xml · derivative · entry 2

Brigido Stephen · CIK 0001869791 · Pres, Functional Regeneration

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 153,718

Underlying: Class A Common Stock · 153,718 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F3 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, August 30, 2019, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047507 · doc4a.xml · derivative · entry 1

Brigido Stephen · CIK 0001869791 · Pres, Functional Regeneration

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,379

Underlying: Class A Common Stock · 20,379 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, December 15, 2019, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047513 · doc4.xml · derivative · entry 2

SCULLEY JOHN · CIK 0001015816 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 269,007

Underlying: Class A Common Stock · 269,007 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F3 · derivative.exercise_date: This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date.

SEC source: 0001209191-21-047513 · doc4.xml · derivative · entry 1

SCULLEY JOHN · CIK 0001015816 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 768,594

Underlying: Class A Common Stock · 768,594 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047517 · doc4.xml · derivative · entry 2

Beers David C · CIK 0001869583 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,859

Underlying: Class A Common Stock · 76,859 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F3 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047517 · doc4.xml · derivative · entry 1

Beers David C · CIK 0001869583 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 538,015

Underlying: Class A Common Stock · 538,015 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, January 31, 2020, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047509 · doc4.xml · derivative · entry 4

Lim Kok Thay · CIK 0001470308 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 269,007

Underlying: Class A Common Stock · 269,007 shares

Expires 2031-03-24

F6 · derivative.exercise_date: This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date.

SEC source: 0001209191-21-047509 · doc4.xml · derivative · entry 3

Lim Kok Thay · CIK 0001470308 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 6,529,818

Underlying: Class A Common Stock · 6,529,818 shares

Expires not disclosed

F5 · price: Pursuant to the Merger Agreement, these warrants to acquire Class A Common Stock were received in exchange for warrants to acquire 8,495,796 shares of Series B Preferred Stock of Celularity that had an exercise price per share equal to the lesser of (a) $5.20 per share or (b) 80% of either (i) the value attributed to one share of Series B Preferred Stock of Celularity upon consummation of a change in control or the closing of a strategic transaction pursuant to which Celularity's stockholders exchange their existing shares of capital stock in Celularity for shares in a company whose shares are listed on a national stock exchange or (ii) the price at which one share of Celularity common stock is sold to the public market in an initial public offering.

F4 · derivative.expiration_date: These warrants expire upon the earlier to occur of (i) March 16, 2025, or (ii), the consummation of a change in control of the Issuer.

F2 · ownership.direct: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

SEC source: 0001209191-21-047509 · doc4.xml · nonDerivative · entry 2

Lim Kok Thay · CIK 0001470308 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 30,062,778

F3 · shares: At Closing, these shares of Class A Common Stock were acquired directly from the Issuer in a private placement pursuant to a subscription agreement with the Issuer.

F2 · ownership.direct: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

SEC source: 0001209191-21-047509 · doc4.xml · nonDerivative · entry 1

Lim Kok Thay · CIK 0001470308 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 26,562,778

F1 · price: Pursuant to the Merger Agreement and Plan of Reorganization, dated January 8, 2021, by and among GX Acquisition Corp. ("GX"), two of its wholly owned subsidiaries and Celularity Inc. ("Celularity") (the "Merger Agreement"), the merger pursuant to which (the "Merger") closed on July 16, 2021 ("Closing"), these shares of Class A Common Stock were received in exchange for 34,560,219 shares of Series B Preferred Stock of Celularity. On the Closing date, the closing price of the Issuer's Class A Common Stock was $10.20. Following Closing, the Issuer intends to change its name to "Celularity Inc."

F2 · ownership.direct: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

SEC source: 0001209191-21-047533 · doc4.xml · derivative · entry 8

Bloom Jay R · CIK 0001322747 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Cooper Road, LLC

Disclosed balance after: 845,364

Underlying: Class A Common Stock · 845,364 shares

Expires not disclosed

F12 · kind: Reflects warrants of the Issuer, which were acquired from the Issuer upon completion of the Business Combination as the repayment of $554,635 in promissory notes in connection with certain working capital loans.

F8 · derivative.exercise_date: The warrants will become exercisable 30 days after the completion of the Business Combination.

F9 · derivative.expiration_date: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

F6 · ownership.nature: Securities held directly by Cooper Road, LLC, an entity controlled by Jay R. Bloom. Mr. Bloom disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-21-047533 · doc4.xml · derivative · entry 6

Bloom Jay R · CIK 0001322747 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 7,000,000 shares

Expires not disclosed

F10 · kind: Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.

F10 · price: Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.

F8 · derivative.exercise_date: The warrants will become exercisable 30 days after the completion of the Business Combination.

F9 · derivative.expiration_date: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047533 · doc4.xml · derivative · entry 5

Bloom Jay R · CIK 0001322747 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 7,000,000

Underlying: Class A Common Stock · 7,000,000 shares

Expires not disclosed

F7 · kind: Reflects warrants of the Issuer ("Private Warrants"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering. These Private Warrants were later exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination, which occurred on July 16, 2021.

F8 · derivative.exercise_date: The warrants will become exercisable 30 days after the completion of the Business Combination.

F9 · derivative.expiration_date: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047533 · doc4.xml · derivative · entry 4

Bloom Jay R · CIK 0001322747 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 7,187,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · kind: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · derivative.exercise_date: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · derivative.expiration_date: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047533 · doc4.xml · nonDerivative · entry 2

Bloom Jay R · CIK 0001322747 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 100,000

F4 · kind: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F4 · price: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F4 · balance_after: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047533 · doc4.xml · nonDerivative · entry 1

Bloom Jay R · CIK 0001322747 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 7,187,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · price: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F2 · balance_after: 25% of the shares are subject to vesting. Such shares shall vest on the first day that the volume weighted average price of the Common Stock on Nasdaq is at or above $12.00 for 20 trading days over a 30 consecutive trading day period immediately preceding such day. Shares that do not vest by July 15, 2031 will be forfeited. Vesting is subject to acceleration upon certain change of control events at the Issuer.

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047525 · doc4.xml · derivative · entry 9

Kehler Dean C · CIK 0001322745 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 554,635

Underlying: Class A Common Stock · 554,635 shares

Expires not disclosed

F12 · kind: Reflects warrants of the Issuer, which were acquired from the Issuer upon completion of the Business Combination as the repayment of $554,635 in promissory notes in connection with certain working capital loans.

F8 · derivative.exercise_date: The warrants will become exercisable 30 days after the completion of the Business Combination.

F9 · derivative.expiration_date: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

SEC source: 0001209191-21-047525 · doc4.xml · derivative · entry 7

Kehler Dean C · CIK 0001322745 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 7,000,000 shares

Expires not disclosed

F10 · kind: Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.

F10 · price: Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.

F8 · derivative.exercise_date: The warrants will become exercisable 30 days after the completion of the Business Combination.

F9 · derivative.expiration_date: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047525 · doc4.xml · derivative · entry 6

Kehler Dean C · CIK 0001322745 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 7,000,000

Underlying: Class A Common Stock · 7,000,000 shares

Expires not disclosed

F7 · kind: Reflects warrants of the Issuer ("Private Warrants"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering. These Private Warrants were later exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination, which occurred on July 16, 2021.

F8 · derivative.exercise_date: The warrants will become exercisable 30 days after the completion of the Business Combination.

F9 · derivative.expiration_date: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047525 · doc4.xml · derivative · entry 5

Kehler Dean C · CIK 0001322745 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 0

Underlying: Class A Common Stock · 7,187,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · kind: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · derivative.exercise_date: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · derivative.expiration_date: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047525 · doc4.xml · nonDerivative · entry 2

Kehler Dean C · CIK 0001322745 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 100,000

F4 · kind: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F4 · price: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F4 · balance_after: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047525 · doc4.xml · nonDerivative · entry 1

Kehler Dean C · CIK 0001322745 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · GX Sponsor LLC

Disclosed balance after: 7,187,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · price: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F2 · balance_after: 25% of the shares are subject to vesting. Such shares shall vest on the first day that the volume weighted average price of the Common Stock on Nasdaq is at or above $12.00 for 20 trading days over a 30 consecutive trading day period immediately preceding such day. Shares that do not vest by July 15, 2031 will be forfeited. Vesting is subject to acceleration upon certain change of control events at the Issuer.

F3 · ownership.nature: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047512 · doc4.xml · derivative · entry 2

Smith Robin L · CIK 0001365035 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 269,007

Underlying: Class A Common Stock · 269,007 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F3 · derivative.exercise_date: This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date.

SEC source: 0001209191-21-047512 · doc4.xml · derivative · entry 1

Smith Robin L · CIK 0001365035 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 384,297

Underlying: Class A Common Stock · 384,297 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option shall vest and become exercisable in equal monthly installments over a period of four years from August 7, 2019, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047510 · doc4.xml · derivative · entry 5

Hariri Robert J · CIK 0001398815 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,921,485

Underlying: Class A Common Stock · 1,921,485 shares

Expires 2031-07-16

F3 · price: Pursuant to the Business Combination Agreement, each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio.

F4 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047510 · doc4.xml · derivative · entry 4

Hariri Robert J · CIK 0001398815 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 384,297

Underlying: Class A Common Stock · 384,297 shares

Expires 2031-07-16

F3 · price: Pursuant to the Business Combination Agreement, each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio.

F5 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, December 15, 2019, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047510 · doc4.xml · derivative · entry 3

Hariri Robert J · CIK 0001398815 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 174,680

Underlying: Class A Common Stock · 174,680 shares

Expires 2031-07-16

F3 · price: Pursuant to the Business Combination Agreement, each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio.

F4 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047510 · doc4.xml · derivative · entry 2

Hariri Robert J · CIK 0001398815 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 349,360

Underlying: Class A Common Stock · 349,360 shares

Expires 2031-07-16

F3 · price: Pursuant to the Business Combination Agreement, each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio.

F2 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, February 28, 2018, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047510 · doc4.xml · nonDerivative · entry 1

Hariri Robert J · CIK 0001398815 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,734,689

F1 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each share of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into the right to receive a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

SEC source: 0001209191-21-047518 · doc4.xml · derivative · entry 2

Diamandis Peter · CIK 0001528288 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 269,007

Underlying: Class A Common Stock · 269,007 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F3 · derivative.exercise_date: This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date.

SEC source: 0001209191-21-047518 · doc4.xml · derivative · entry 1

Diamandis Peter · CIK 0001528288 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,731,136

Underlying: Class A Common Stock · 3,731,136 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047511 · doc4.xml · derivative · entry 2

VON ESCHENBACH ANDREW C. · CIK 0001536529 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 269,007

Underlying: Class A Common Stock · 269,007 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F3 · derivative.exercise_date: This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date.

SEC source: 0001209191-21-047511 · doc4.xml · derivative · entry 1

VON ESCHENBACH ANDREW C. · CIK 0001536529 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 307,437

Underlying: Class A Common Stock · 307,437 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047516 · doc4.xml · derivative · entry 1

Glover Bradley · CIK 0001867698 · Chief Technical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,074

Underlying: Class A Common Stock · 96,074 shares

Expires 2021-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, March 24, 2021, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047529 · doc4.xml · derivative · entry 5

GX Sponsor LLC · CIK 0001752834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 7,000,000 shares

Expires not disclosed

F8 · kind: Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.

F8 · price: Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.

F6 · derivative.exercise_date: The warrants will become exercisable 30 days after the completion of the Business Combination.

F7 · derivative.expiration_date: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

SEC source: 0001209191-21-047529 · doc4.xml · derivative · entry 4

GX Sponsor LLC · CIK 0001752834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,000,000

Underlying: Class A Common Stock · 7,000,000 shares

Expires not disclosed

F5 · kind: Reflects warrants of the Issuer ("Private Warrants"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering. These Private Warrants were later exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination, which occurred on July 16, 2021.

F6 · derivative.exercise_date: The warrants will become exercisable 30 days after the completion of the Business Combination.

F7 · derivative.expiration_date: The warrants will expire on the fifth anniversary of the completion of the Business Combination.

SEC source: 0001209191-21-047529 · doc4.xml · derivative · entry 3

GX Sponsor LLC · CIK 0001752834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 7,187,500 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · kind: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · derivative.exercise_date: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · derivative.expiration_date: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

SEC source: 0001209191-21-047529 · doc4.xml · nonDerivative · entry 2

GX Sponsor LLC · CIK 0001752834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

F4 · kind: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F4 · price: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

F3 · balance_after: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

F4 · balance_after: Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

SEC source: 0001209191-21-047529 · doc4.xml · nonDerivative · entry 1

GX Sponsor LLC · CIK 0001752834 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,187,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F1 · price: On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

F2 · balance_after: 25% of the shares are subject to vesting. Such shares shall vest on the first day that the volume weighted average price of the Common Stock on Nasdaq is at or above $12.00 for 20 trading days over a 30 consecutive trading day period immediately preceding such day. Shares that do not vest by July 15, 2031 will be forfeited. Vesting is subject to acceleration upon certain change of control events at the Issuer.

F3 · balance_after: Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0001209191-21-047515 · doc4.xml · derivative · entry 6

Haines John R · CIK 0001867686 · Chief Operations & Admin Offcr

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 384,297

Underlying: Class A Common Stock · 384,297 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047515 · doc4.xml · derivative · entry 5

Haines John R · CIK 0001867686 · Chief Operations & Admin Offcr

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 204,830

Underlying: Class A Common Stock · 204,830 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047515 · doc4.xml · derivative · entry 4

Haines John R · CIK 0001867686 · Chief Operations & Admin Offcr

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,138

Underlying: Class A Common Stock · 61,138 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F4 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, December 15, 2019, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047515 · doc4.xml · derivative · entry 3

Haines John R · CIK 0001867686 · Chief Operations & Admin Offcr

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,138

Underlying: Class A Common Stock · 61,138 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047515 · doc4.xml · derivative · entry 2

Haines John R · CIK 0001867686 · Chief Operations & Admin Offcr

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,276

Underlying: Class A Common Stock · 122,276 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F3 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, February 28, 2018, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

SEC source: 0001209191-21-047515 · doc4.xml · derivative · entry 1

Haines John R · CIK 0001867686 · Chief Operations & Admin Offcr

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 102,607

Underlying: Class A Common Stock · 102,607 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option is fully vested and exercisable.

SEC source: 0001209191-21-047508 · doc4a.xml · derivative · entry 1

Dunn Keary · CIK 0001868779 · General Counsel & Business Dev

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 384,297

Underlying: Class A Common Stock · 384,297 shares

Expires 2031-07-16

F2 · price: Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."

F1 · derivative.exercise_date: This option shall vest and become exercisable over a period of four years from the Vesting Start Date, March 23, 2020, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.