| (1) |
Estimated solely for purposes
of calculating the registration fee pursuant to Rule 457(c) 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 par value per share (“Common Stock”), as reported on The Nasdaq Capital Market on December 16,
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 Common Stock
of the Registrant as may from time to time become issuable by reason of any stock dividend, stock split, recapitalization or other
similar transaction that increases the number of outstanding shares of Common Stock. |
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| (3) |
Represents the resale of
(i) 5,601,990 shares of Common Stock, (ii) 8,944,709 shares of Common Stock issuable upon the exercise of warrants and (iii) 1,398,340
shares of Common Stock issuable upon the conversion of Series A Convertible Preferred Stock. |