| (1) |
Estimated
solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended
(the “Securities Act”), by averaging the high and low sales prices of Celularity Inc.’s (the “Registrant’s”)
Class A common stock, par value $0.0001 per share (“Class A Common Stock”), as reported on The Nasdaq Capital Market
on November 4, 2025, which date is within five business days prior to the filing of this Registration Statement. |
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| (2) |
Pursuant
to Rule 416(a) under the Securities Act, this Registration Statement shall also cover an indeterminate number of additional shares
of Class A Common Stock of the Registrant which become issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021
Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number
of outstanding shares of Class A Common Stock. In addition, pursuant to Rule 416(c) under the
Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plans described herein. |
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| (3) |
Represents
an aggregate of 2,270,311 additional shares of Class A Common Stock available for issuance under the 2021 Plan that were automatically
added to the shares authorized for issuance under the 2021 Plan on January 1, 2023, January 1, 2024 and January 1, 2025 pursuant
to an annual “evergreen” increase provision contained in the 2021 Plan. |