| (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
29, 2025, which date is within five business days prior to the filing of this Registration Statement. |
| (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. |
| (3) |
Represents
the resale of (i) 2,531 shares of Common Stock, (i) 11,732,657 shares of Common Stock issuable upon exercise of 11,732,657 warrants
and (ii) 2,343,750 shares of Common Stock issuable upon conversion of a senior secured convertible promissory note. |