Form 8-K

8-K — Celularity Inc

Accession: 0001493152-26-018220

Filed: 2026-04-21

Period: 2026-04-09

CIK: 0001752828

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001752828

2026-04-09

0001752828

CELU:ClassCommonStock0.0001ParValuePerShareMember

2026-04-09

0001752828

CELU:WarrantsEachExercisableForOnetenthOfOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember

2026-04-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 9, 2026

Celularity

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-38914

83-1702591

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

170

Park Ave

Florham

Park, New Jersey

07932

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (908) 768-2170

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instructions A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, $0.0001 par value per share

CELU

The

Nasdaq Stock Market LLC

Warrants,

each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share

CELUW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

April 17, 2026, Celularity Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to that certain

Asset Purchase and Exclusive License Agreement, dated as of March 6, 2026 (the “Original Agreement” and, as amended, the

“Agreement”), with NexGel, Inc. (“NexGel”).

Among

other things, the Amendment provides that: (i) the aggregate consideration payable to the Company under the Agreement is $13.3 million,

consisting of an upfront cash payment of $8.3 million on the transaction commencement date and a convertible promissory note in the original

principal amount of $5.0 million with an 18-month term; (ii) effective as of the transaction commencement date, NexGel will assume, satisfy,

perform and discharge all sales representative obligations and such obligations will constitute assumed liabilities of NexGel from and

after such date; (iii) the first milestone payment of $2.5 million will be payable upon the earlier of the achievement of $25.0 million

in net sales or the date that is 15 months following the transaction commencement date, provided that net sales of at least $15.0 million

have been achieved as of such date; (iv) Section 4.6 of the Original Agreement was deleted in its entirety, and the product purchase

credit was terminated; and (v) the outside date in Section 9.2.3 of the Original Agreement was extended from April 15, 2026 to April

30, 2026.

The

Amendment also includes certain additional representations, warranties and covenants, including with respect to sales representative

obligations, restrictions on certain payments or transfers of value to current or former officers or directors of the Company in connection

with the transactions contemplated by the Agreement, and mutual restrictions on public disclosures relating to the Agreement and the

Amendment, subject to disclosures required by applicable law or stock exchange rules.

The

foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text

of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

April 16, 2026, Helena Global Investment Opportunities 1 Ltd. (“Helena”) delivered an exchange notice (the “Exchange

Notice”) to the Company pursuant to Section 4.25 of that certain Securities Purchase Agreement, dated October 24, 2025, by and

between the Company and Helena, pursuant to which Helena elected to exchange shares of the Company’s Series A Convertible Preferred

Stock for a Convertible Promissory Note in the original principal amount of $1,970,502.58 (the “Helena Note”). The Helena

Note bears interest at a rate of 18.0% per annum and matures on October 16, 2026, unless earlier converted, prepaid or accelerated in

accordance with its terms.

-2-

April 17, 2026, Helena delivered to the Company a notice of event of default (the “Default Notice”) under the Helena Note.

In the Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including under Sections

2.1(b) and 2.1(p) thereof. Section 2.1(p) of the Helena Note includes, among other things, the Company’s failure to comply with

the reporting requirements of the Securities Exchange Act of 1934, as amended, including becoming delinquent in its filings. The Company

believes the asserted default arose from the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year

ended December 31, 2025.

Under

the Helena Note, if an event of default is not cured within the applicable cure period, which is five business days for this type of

asserted default, Helena may declare due and payable the “Mandatory Default Amount,” which is equal to 115% of the outstanding

principal amount, accrued interest and all other amounts owing under the Helena Note. In addition, following an event of default, any

outstanding principal balance accrues interest at a rate of 15% per annum, compounded annually.

The

Company is evaluating the Default Notice and intends to cure the asserted default within the applicable cure period.

The

foregoing description of the Helena Note does not purport to be complete and is qualified in its entirety by reference to the full text

of such document, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item

3.03. Material Modification to Rights of Security Holders.

The

information contained in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03..

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

April 2026, the Company implemented certain organizational changes in connection with its ongoing strategic realignment and previously

announced divestiture of its biomaterials business to NexGel.

April 9, 2026, the Company terminated the employment of John R. Haines, the Company’s Senior Vice President, Global Manager and

Chief Administrative Officer, without cause. Mr. Haines’ final day of employment is expected to be May 8, 2026. On April 15, 2026,

Stephen A. Brigido, the Company’s President, Degenerative Diseases, resigned from his position, effective immediatly.

These

leadership changes reflect the Company’s continued focus on aligning its organizational structure and resources with its core cell

therapy platform and strategic priorities

Item

8.01. Other Events.

April 21, 2026, the Company issued a press release announcing the Amendment and related developments concerning its transaction with

NexGel. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information set forth in this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of

1933, as amended, except as expressly set forth by specific reference in such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

10.1*

Amendment No. 1 to Asset Purchase and Exclusive License Agreement, dated April 17, 2026, by and between Celularity Inc. and NexGel, Inc.

10.2

Form

of Helena Note dated April 16, 2026

99.1

Press release issued by Celularity Inc. on April 21, 2026.

104

Cover Page Interactive

Data File (formatted as Inline XBRL)

Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation

S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information

is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules

(or similar attachments) to the SEC upon its request.

-3-

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

CELULARITY INC.

Dated: April 21, 2026

By:

/s/

Robert J. Hariri

Name:

Robert J. Hariri, M.D., Ph.D.

Title:

Chairman and CEO

-4-

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 1 TO ASSET PURCHASE AND

EXCLUSIVE

LICENSE AGREEMENT

This

Amendment No. 1 (“Amendment”) to that certain Asset Purchase and Exclusive License Agreement, dated as of March 6,

2026 (the “Agreement”), is entered into as of April 17, 2026 (the “Amendment Effective Date”),

by and between Celularity Inc., a Delaware corporation (“Licensor”), and NexGel, Inc., a Delaware corporation

(“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party” and collectively

as the “Parties.”

Capitalized

terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement. The Agreement,

as amended by this Amendment, is referred to herein as the “Agreement.” References in this Amendment to sections of the Agreement

are to such sections as amended hereby.

WHEREAS,

the Parties entered into the Agreement to provide for, among other things, the sale of certain assets and the grant of an exclusive license;

and

WHEREAS,

the Parties desire to amend the Agreement to revise the consideration structure and certain related provisions in accordance with the

terms set forth herein.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 2.2 of the Agreement is hereby amended to provide that, notwithstanding anything in the Agreement to the contrary, the Assumed

Liabilities shall include the Sales Rep Obligations as of and from the Transaction Commencement Date, and Licensee shall assume and be

solely liable for all such Sales Rep Obligations from and after the Transaction Commencement Date.

Section 2.3.2(e) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(e)

evidence reasonably satisfactory to Licensee and Licensor that Licensee has executed and delivered the assumption of liability agreement

or other assumption documentation contemplated by Section 4.1 with respect to the Sales Rep Obligations;”

Section 4.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“4.1

License Fee. In full consideration for the grant of rights set forth in Section 2.1 of the Agreement, Licensee shall pay

or deliver to Licensor aggregate consideration in the amount of Thirteen Million Three Hundred Thousand Dollars ($13,300,000), payable

as follows. First, Licensee shall pay to Licensor an upfront cash payment in the amount of Eight Million Three Hundred Thousand Dollars

($8,300,000) in immediately available funds on the Transaction Commencement Date to be paid on the Transaction Commencement Date in accordance

with the flow of funds memorandum agreed by the Parties in connection with the closing (the “Flow of Funds Memo”).

Second, Licensee shall issue to Licensor a convertible promissory note (the “Convertible Note”) in the original

principal amount of Five Million Dollars ($5,000,000) (the “Equity Consideration”). The Convertible Note shall

have a term of eighteen (18) months following the Transaction Commencement Date and shall be convertible into common stock of Licensee

on terms to be set forth in definitive documentation reasonably acceptable to Licensor. The Convertible Note shall rank pari passu

with any contemporaneous investor note or similar instrument issued by Licensee in connection with the same financing or transaction,

and in no event shall the rights, priority, security, economics, convertibility, or other material terms applicable to Licensor under

the Convertible Note be less favorable, in the aggregate, than those granted to any such contemporaneous investor. The Convertible Note

shall include customary terms and conditions for instruments of this nature, including appropriate provisions relating to conversion

mechanics, events of default, remedies, and acceleration, in each case reasonably satisfactory to Licensor.

Effective

as of the Transaction Commencement Date, Licensee shall assume, satisfy, perform and discharge when due all Sales Rep Obligations, and

at the Transaction Commencement shall execute and deliver an assumption of liability agreement or other assumption documentation, in

form and substance reasonably acceptable to Licensor, evidencing Licensee’s assumption of the Sales Rep Obligations. For the avoidance

of doubt, from and after the Transaction Commencement Date, the Sales Rep Obligations shall constitute Assumed Liabilities of Licensee,

and Licensee shall be solely responsible for all such obligations, whether arising before, on or after the Transaction Commencement Date.”

All provisions of the Agreement relating to any Holdback Amount, deferred consideration, or contingent payment mechanism are hereby deleted

in their entirety, and no portion of the consideration payable pursuant to the Agreement shall be subject to forfeiture, offset or post-closing

adjustment, except as expressly provided in this Amendment.

Section 4.3.1 of the Agreement is hereby amended solely with respect to the first milestone payment such that the milestone payment of

Two Million Five Hundred Thousand Dollars ($2,500,000) shall be payable upon the earlier of (a) the achievement of $25,000,000 in Net

Sales, or (b) the date that is fifteen (15) months following the Transaction Commencement Date, provided that Net Sales of at least $15,000,000

have been achieved as of such date. Except as expressly modified herein, all other milestone provisions of the Agreement shall remain

unchanged and in full force and effect.

Section 4.6 of the Agreement is hereby deleted in its entirety. For the avoidance of doubt, the Product Purchase Credit contemplated

thereunder is hereby terminated and extinguished in full, shall no longer be available for application against any invoices or purchases,

and shall be of no further force or effect.

Section 7.1(e) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(e)

Licensor represents and warrants that Schedule E sets forth, in all material respects, the Sales Rep Obligations known to Licensor as

of the Amendment Effective Date, subject to verification, reconciliation and audit against underlying sales data, collections, returns,

credits, chargebacks and the terms of the applicable Independent Sales Representative Agreements, and Licensor has not, except as disclosed

to Licensee in writing, entered into any amendment, settlement, waiver or other arrangement with any sales representative that would

materially increase the amount or scope of the Sales Rep Obligations to be assumed by Licensee.”

The reference to “April 15, 2026” in Section 9.2.3 of the Agreement is hereby deleted and replaced with “April 30,

2026.”

The Agreement is hereby deemed amended to the extent necessary to give effect to this Amendment, including the deletion or modification

of any references to the Closing Amount, Holdback Amount, Product Purchase Credit, or any sales representative-related offsets or adjustments,

in each case to ensure consistency with the revised consideration structure set forth herein and the deletion of Section 4.6 in its entirety.

10.

Licensee represents, warrants, and covenants that, other than as expressly disclosed in writing to Licensor prior to the Amendment Effective

Date, Licensee has not entered into, and shall not enter into, any agreement, arrangement or understanding providing for any direct or

indirect payment, compensation, fee, commission, or other economic benefit to any current or former officer or director of Licensor in

connection with the transactions contemplated by the Agreement or this Amendment. To the extent that any such payments or arrangements

have been made or exist, whether prior to or following the Amendment Effective Date, Licensee agrees that any and all such amounts shall

be for the sole benefit of Licensor and shall be promptly remitted to Licensor upon receipt or, if not yet paid, shall be payable directly

to Licensor. Without limiting the foregoing, for a period of one (1) year following the Transaction Commencement Date, Licensee shall

not make, agree to make, or permit any such payments or transfers of value to any current or former officer or director of Licensor without

the prior written consent of Licensor, and any amounts paid in violation of this provision shall be deemed held in trust for the benefit

of Licensor and shall be promptly returned or paid over to Licensor. Any breach of this Section shall constitute an immediate Event of

Default under the Convertible Note, without notice or cure period, entitling Licensor to exercise all rights and remedies available thereunder,

including acceleration of all amounts due.

11.

Neither Party shall, and each Party shall cause its affiliates not to, issue any press release or make any public statement, disclosure,

or announcement relating to the Agreement, this Amendment, or the transactions contemplated hereby without the prior written consent

of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may

make such disclosures as are required by applicable law or the rules of any applicable securities exchange. The Parties acknowledge that

either Party may use the proceeds of the transactions contemplated hereby to support its broader business activities, and any public

disclosure relating thereto shall be subject to this Section and shall not include any statements regarding the other Party or the transactions

contemplated hereby without such Party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). Each

Party shall ensure that all permitted disclosures are accurate, not misleading, and consistent in all material respects with the terms

and intent of the Agreement and this Amendment, and shall not disclose any confidential or proprietary information of the other Party

except as expressly permitted under the Agreement.

12.

Except as expressly amended by this Amendment, the Agreement shall remain unchanged and in full force and effect.

13.

This Amendment shall be governed by and construed in accordance with the laws of the State of New York. In the event of any conflict

between this Amendment and the Agreement, the terms of this Amendment shall control.

14.

This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute

one and the same instrument.

[Signature

page to follow]

WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representative as of the Amendment Effective

Date.

CELULARITY

INC.

NEXGEL,

INC.

By:

/s/

Robert Hariri

By:

/s/

Adam Levy

Name:

Robert

Hariri

Name:

Adam

Levy

Title:

CEO

Title:

CEO

[Signature page to Amendment No. 1 to Asset Purchase and Exclusive

Patent License Agreement]

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

NEITHER

THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR

THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT AND IN ACCORDANCE WITHs APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR

TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION

OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

CELULARITY,

INC.

Convertible

Promissory Note

Dated:

April 16, 2026 (the “Issuance Date”)

$1,970,502.58

FOR

VALUE RECEIVED, CELULARITY, INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the

“Maker” or the “Company”), hereby promises to pay to the order of Helena

Special Opportunities LLC, organized and existing under the laws of the Cayman Islands, or registered assigns (the “Holder”)

the principal sum of 1,970,502.58 (the “Principal Amount”) pursuant to the terms of this Convertible Promissory Note

(this “Note”).

The

maturity date of this Note shall be October 16, 2026 (the “Maturity Date”) and is the date upon which the Principal

Amount and all outstanding but unpaid interest thereon shall be due and payable unless otherwise accelerated pursuant to the terms of

this Note.

This

Note may not be repaid in whole or in part except as otherwise explicitly set forth herein.

All

payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address

of the Holder set forth in the Purchase Agreement (as hereinafter defined) or at such other place as the Holder may designate from time

to time in writing to the Maker or by wire transfer of funds to the Holder’s account designated in writing by Holder to the Maker.

1.1

Purchase Agreement. This Note has been executed and delivered pursuant to, and is one of the Notes issued pursuant to Section

4.25 of the Securities Purchase Agreement, dated as of October 24, 2025 (as the same may be amended from time to time, the “Purchase

Agreement”), by and among the Maker, the other “Investors” (as such term is defined in the Purchase Agreement)

and the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase

Agreement.

1.2

Interest.

1.2.1

During the term of this Note interest shall accrue at eighteen percent (18.0%) per annum calculated on a 360-day year of twelve 30-day

months and shall be payable upon Maturity or acceleration of this Note in accordance with the terms hereof.

1.2.2

If any amount payable by the Company under any Transaction Document is not paid when due, such amount shall thereafter bear interest

at the Past Due Rate (as hereinafter defined) to the fullest extent permitted by applicable law. In addition, following any Event of

Default, any Outstanding Principal Balance shall bear interest at the Past Due Rate (the “Default Interest”). In either

case, accrued and unpaid Default Interest or past due amounts (including interest on past due Interest) shall be due and payable on demand,

at a rate per annum equal to fifteen percent (15%) compounded annually and computed on the basis of a 360-day year (the “Past

Due Rate”), provided that, in no event shall the rate of interest hereunder exceed the maximum rate permitted by applicable

law.

1.3

Prepayment. At any time after the Issuance Date and provided that no Event of Default has occurred, but subject in all cases to

the terms of the Purchase Agreement, the Maker may repay all or any portion of the Outstanding Principal Amount upon at least ten (10)

Trading Days’ written notice (the “Prepayment Notice Period”) to the Holder (the “Prepayment Notice”)

by paying an amount equal to 110% of the Principal Amount then being prepaid (representing a 10% prepayment premium payable to the Holder

which shall not constitute a principal repayment). Notwithstanding the foregoing, if the Maker elects to prepay this Note pursuant to

the provisions of this Section 1.3, the Holder shall continue to have the right to issue a Conversion Notice, or Conversion Notices,

in accordance with Section 3.1 hereof, specifying the Principal Amount that the Holder will convert.

1.4

Payment on Non-Business Days. Whenever any payment to be made shall be due on a day which is not a Business Day, such payment

shall be due on the next succeeding Business Day.

1.5

Transfer. This Note may be transferred or sold, subject to the provisions of Section 5.8 of this Note, or pledged, hypothecated

or otherwise granted as security by the Holder.

1.6

Replacement. Upon receipt of a duly executed and notarized written statement from the Holder with respect to the loss, theft or

destruction of this Note (or any replacement hereof), or, in the case of a mutilation of this Note, upon surrender and cancellation of

such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

1.7

Use of Proceeds. The Maker shall use the proceeds of this Note as set forth in the Purchase Agreement.

1.8

Status of Note. The obligations of the Maker under this Note shall rank senior to all other existing Indebtedness and equity of

the Company except that the obligations of the Maker under this Note shall rank pari passu with all other Indebtedness owing to

the other Investors under the other Notes (as such term is defined in the Purchase Agreement) (the “Other Notes”).

Upon any Liquidation Event (as hereinafter defined), but subject in all cases to the Purchase Agreement, the Holder will be entitled

to receive, before any distribution or payment is made upon, or set apart with respect to, any Indebtedness of the Maker (other than

Indebtedness in respect of the Other Notes) or any class of shares of the Maker, an amount equal to the sum of the Outstanding Principal

Amount. For purposes of this Note, “Liquidation Event” means a liquidation pursuant to a filing of a petition for

bankruptcy under applicable law or any other insolvency or debtor’s relief, an assignment for the benefit of creditors, or a voluntary

or involuntary liquidation, dissolution or winding up of the affairs of the Maker.

1.9

Intended Tax Treatment. The Maker and the Holder agree that for U.S. federal income tax purposes, and applicable state, local

and non-U.S. income tax purposes, this Note is not intended to be treated as Indebtedness. Neither the Maker nor the Holder shall take

any position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of Taxes inconsistent with such

intentions, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code

of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. law.

ARTICLE

2.1

Events of Default. An “Event of Default” under this Note shall mean the occurrence of any of the Events of

Default defined in the Purchase Agreement, and any of the additional events described below (unless the Event of Default is waived in

writing by the Requisite Holder):

(a)

Following a three (3) Business Day opportunity to cure, any default in the payment of (i) the Principal Amount hereunder when due; or

(ii) interest as and when the same shall become due and payable (whether on the Maturity Date or by acceleration or otherwise);

(b)

the Maker shall fail to observe or perform any other material covenant, condition or agreement contained in this Note or any Transaction

Document;

(c)

the Maker’s notice to the Holder, including by way of public announcement, at any time, of its inability to comply (including for

any of the reasons described in Section 3.6(a) hereof) or its intention not to comply with proper requests for conversion of this

Note into Common Stock;

(d)

the Maker shall fail to (i) timely deliver the Common Stock as and when required in Section 3.2; or (ii) make the payment of any

fees and/or liquidated damages under this Note, the Purchase Agreement or the other Transaction Documents;

(e)

at any time the Maker shall fail to have the Required Minimum of Common Stock authorized, reserved and available for issuance to satisfy

the potential conversion in full (disregarding for this purpose any and all limitations of any kind on such conversion) of this Note;

(f)

any representation or warranty made by the Maker or any of its Subsidiaries in the Purchase Agreement, this Note, or any other Transaction

Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made or deemed to be made;

(g)

the Maker or any of its Subsidiaries shall (A) default in any payment of any amount or amounts of principal of or interest (if any) on

any Indebtedness (other than the Indebtedness hereunder), the aggregate principal amount of which Indebtedness is in excess of $250,000

(or its equivalent in the relevant currency of payment) or (B) default in the observance or performance of any other agreement or condition

relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other

event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or

holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become

due prior to its stated maturity, in each case, prior to the expiration of the grace period provided in such Indebtedness on the date

of such Indebtedness;

(h)

the Maker or any of its Significant Subsidiaries shall: (i) apply for or consent to the appointment of, or the taking of possession by,

a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general

assignment for the benefit of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter

in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of

any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally;

(v) acquiesce in writing to any petition filed against it in an involuntary case under the United States Bankruptcy Code (as now or hereafter

in effect) or under the comparable laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down

of its operations or issue a press release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic)

analogous to any of the foregoing;

(i)

a proceeding or case shall be commenced in respect of the Maker or any of its Significant Subsidiaries, without its application or consent,

in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition

or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial

part of its assets in connection with the liquidation or dissolution of the Maker or any of its Significant Subsidiaries; or (iii) similar

relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii)

or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered

in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction

(foreign or domestic) against the Maker or any of its Significant Subsidiaries or action under the laws of any jurisdiction (foreign

or domestic) analogous to any of the foregoing shall be taken with respect to the Maker or any of its Subsidiaries and shall continue

undismissed, or unstayed and in effect for a period of sixty (60) days;

(j)

one or more final judgments, settlements, or orders for the payment of money aggregating in excess of $250,000 (or its equivalent in

the relevant currency of payment) are rendered against or entered into one or more of the Company and its Subsidiaries, where such judgment,

settlement or order is not discharged or stayed within sixty (60) days;

(k)

the failure of the Maker to instruct its transfer agent to remove any legends from the Common Stock and issue such unlegended certificates

to the Holder within two (2) Trading Days of the Holder’s lawful request so long as the Holder has provided reasonable assurances

to the Maker that such Common Stock can be sold pursuant to Rule 144 or any other applicable exemption;

(l)

the Maker’s Common Stock is no longer publicly traded or cease to be listed on the Trading Market or, after the six month anniversary

of the Issuance Date, any Investor Shares may not be immediately resold under Rule 144 without restriction on the number of shares to

be sold or manner of sale, unless such Investor Shares have been registered for resale under the 1933 Act and may be sold without restriction;

(m)

the Maker consummates a “going private” transaction and as a result Common Stock is no longer registered under Sections 12(b)

or 12(g) of the 1934 Act;

(n)

there shall be any SEC or judicial stop trade order or trading suspension stop-order or any restriction in place with the transfer agent

for the Common Stock restricting the trading of such shares of Common Stock for a period that is in excess of five (5) Trading Days;

(o)

the Depository Trust Company places any restrictions on transactions in the Common Stock or the Common Stock is no longer tradeable through

the Depository Trust Company Fast Automated Securities Transfer program;

(p)

following the date that the Effectiveness Date was required to occur pursuant to the Registration Rights Agreement, the Maker shall fail

to comply with the reporting requirements of the 1934 Act (including but not limited to becoming delinquent in its filings); and/or the

Maker shall cease to be subject to the reporting requirements of the 1934 Act for a period of ten (10) or more Business Days; or

(q)

the occurrence of a Material Adverse Effect in respect of the Maker, or the Maker and its Subsidiaries taken as a whole which would reasonably

be considered to substantially impair the ability of the Maker to satisfy its obligations in the Transaction Documents.

2.2

Remedies Upon an Event of Default.

(a)

Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring

by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or

(ii) five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for

an Event of Default described in Section 2.1(h), or 2.1(i), the Maker shall be obligated to pay to the Holder the Mandatory

Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs

and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or

the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof (provided all payments shall

be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes).

(b)

Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two (2) Business Days of

the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual

situation giving rise to the Event of Default and specifying the relevant subsections of Section 2.1 hereof under which such Event

of Default has occurred.

(c)

If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default

occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 3.2 of this Note, or (ii)

five (5) Business Days for all other Events of Default; provided, however, that there shall be no cure period for an Event of Default

described in Section 2.1(h), or 2.1(i), the Holder may at any time at its option, subject to receiving the prior written consent of the

Requisite Holder, declare all or a portion of the Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated

and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably

waived by the Maker; provided, however, that upon the occurrence of an Event of Default described above, the Holder, in its sole and

absolute discretion, but subject to receiving the prior written consent of the Requisite Holder, may: (a) from time-to-time demand that

all or a portion of the Mandatory Default Amount be converted into Common Stock at a price per share equal to the lesser of (i) the then

applicable Conversion Price and (ii) the then applicable Event of Default Discount Price. For purposes of this Note, “Event

of Default Discount Price” shall mean the lowest daily VWAP in the ten (10) Trading Days ending on the date of the delivery

of the applicable Conversion Notice multiplied by eighty-five percent (85%). Upon the occurrence of an Event of Default described

in clauses Sections 2.1(h) or (i) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand,

protest or other notice of any kind, all of which are hereby waived by the Maker. No course of delay on the part of the Holder (including

because the Holder has not obtained the consent of the Requisite Holder) shall operate as a waiver thereof or otherwise prejudice the

rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available

at law, in equity, by statute or otherwise. All payments shall be subject to the provisions of the Purchase Agreement with respect to

the holders of the Other Notes.

ARTICLE

3 Conversion.

3.1

Conversion. This Note shall be convertible (in whole or in part), at the option of the Holder, into such number of fully paid

and non-assessable Common Stock as is determined by dividing (x) that portion identified by the Maker of (A) the Outstanding Principal

Amount, plus (B) accrued and unpaid interest with respect to such Outstanding Principal Amount of this Note and any other amounts owing

under this Note or the Transaction Documents (the “Conversion Amount”) by (y) the Conversion Price then in effect

on the date on which the Holder delivers a notice of conversion, in substantially the form attached hereto as Exhibit A (the “Conversion

Notice”), in accordance with this Section 3.1 to the Maker. The Holder shall deliver this Note to the Maker at the address

designated in the Purchase Agreement at any such time that this Note is converted. With respect to partial conversions of this Note,

the Maker shall keep written records of the amount of this Note converted as of the date of such conversion (each, a “Conversion

Date”).

The

“Conversion Price” means 95% of the lowest closing VWAP for the seven (7) consecutive Trading Days immediately preceding

the date of the Conversion Notice, but not less than the Floor Price, as adjusted pursuant to Section 6(f); provided, that the Conversion

Price be shall not be less than the Floor Price while the Common Stock is listed on the Trading Market.

3.2

Delivery of Conversion Shares. As soon as practicable after any conversion or payment of any amount due hereunder in the form

of Common Stock in accordance with this Note, and in any event within two (2) Trading Days thereafter (such date, the “Share

Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the

Holder may direct, book-entry statements evidencing the number of fully paid and non-assessable Common Stock to which the Holder shall

be entitled on such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the

applicable conversion or payment; provided that, if the Common Stock is then DWAC Eligible and such Common Stock issuable upon conversion

of this Note have been registered for resale pursuant to an effective registration statement under the 1933 Act, upon request of the

Holder, the Company shall cause its transfer agent to electronically transmit such Common Stock issuable upon conversion of this Note

to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its

Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for book-entry statements shall apply) as instructed

by the Holder (or its designee). In the event that the Maker fails to comply with its obligations under this Section 3.2, a liquidated

damages charge of 1% of the Outstanding Principal Balance of this Note will be assessed and will become immediately due and payable each

month while such failure remains uncured to the Holder at its election in the form of a cash payment or added to the balance of this

Note.

3.3

Caps on Conversion Shares. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive

shares representing Equity Interests upon conversion of this Note to the extent (but only to the extent) that:

(a)

Ownership Cap. Such exercise or receipt would cause the Holder Group (as defined below) to become, directly or indirectly, a “beneficial

owner” (within the meaning of Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder) of a number

of Equity Interests of a class that is registered under the 1934 Act which exceeds the Maximum Percentage (as defined below) of the Equity

Interests of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the conversion

of this Note prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but

only to the extent) that such delivery would result in the Holder Group becoming the beneficial owner of more than the Maximum Percentage

of the Equity Interests of a class that is registered under the 1934 Act that is outstanding at such time. If any delivery of Equity

Interests owed to the Holder following conversion of this Note is not made, in whole or in part, as a result of this limitation, the

Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such Equity Interests as promptly

as practicable after the Holder gives notice to the Company that such delivery would not result in such limitation being triggered or

upon termination of the restriction in accordance with the terms hereof; provided that no liquidated damages will be assessed or become

due and payable pursuant to Section 3.2 hereof with respect to any such Equity Interests not being delivered solely as a result

of this limitation. To the extent limitations contained in this Section 3.3(a) apply, the determination of whether this Note is

convertible and of which portion of this Note is convertible shall be the sole responsibility and in the sole determination of the Holder,

and the submission of a notice of conversion shall be deemed to constitute the Holder’s determination that the issuance of the

full number of Conversion Shares requested in the notice of conversion is permitted hereunder, and the Company shall not have any obligation

to verify or confirm the accuracy of such determination. For purposes of this Section 3.3, (i) the term “Maximum Percentage”

shall mean 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of any class

of Equity Interests in the Company that is registered under the 1934 Act, then the Maximum Percentage shall automatically increase to

9.99% so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically

decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests); and (ii) the term “Holder

Group” shall mean the Holder plus any other Person with which the Holder is considered to be part of a group under Section

13 of the 1934 Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the 1934 Act. In determining the number

of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests

of such class as reflected in (x) the Company’s most recent Form 10-K, Form 10-Q, or Form 8-K filed with the Securities and Exchange

Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its

transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time,

upon written or oral request of the Holder, the Company shall, within one (1) Business Day of such request, confirm orally and in writing

to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 3.3 shall be construed,

corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained. In addition

to the beneficial ownership limitations provided in this Note, the sum of the number of shares of Common Stock that may be issued under

Transaction Documents shall be limited to 19.99% of the Borrower’s outstanding shares of Common Stock as of the date of the Purchase

Agreement (the “Exchange Cap”), while the Common Stock is listed on the Trading Market unless Stockholder Approval

is obtained to issue more than the Exchange Cap. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization,

non-cash dividend, stock split, reverse stock split or other similar transaction.

3.4

Adjustments to Conversion Price and Floor Price.

(a)

Until the Note has been paid in full or converted in full except as otherwise provided in this Section 3.4, the Conversion Price

and Floor Price shall be subject to adjustment from time to time as follows (but shall not be increased, other than pursuant to Section

3.4(a)(i) hereof):

(i)

Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which,

for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest

on, the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of

a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification

of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price and the Floor Price shall be multiplied

by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding

immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after

such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination

of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in

the case of a subdivision, combination or re classification.

(ii)

Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or other

distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise

(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete conversion of this Note (without regard to any limitations on conversion hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in

the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation).

(iii)

Adjustments for Reclassification, Exchange or Substitution. If the Common Stock at any time or from time to time after the Closing

Date (but whether before or after the Issuance Date) shall be changed to the same or different number of shares or other securities of

any class of shares or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock

split or combination of shares or stock dividends provided for in Sections 3.4(a)(i) hereof, or a reorganization, merger, consolidation,

or sale of assets provided for in Section 3.4(a)(iv) hereof), then, and in each event, an appropriate revision to the Conversion

Price and Floor Price shall be made and provisions shall be made (by adjustments of the Conversion Price and Floor Price or otherwise)

so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares or other securities or other

property receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock

into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all

subject to further adjustment as provided herein.

(iv)

Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more

related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its

Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other

disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase

offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock

are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of

50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any

reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common

Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,

in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby

such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock

held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to,

such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon

any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable

upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation on the conversion

of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving

corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental

Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental

Transaction (without regard to any limitation in on the conversion of this Note). For purposes of any such conversion, the determination

of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion

Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate

Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental

Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this

Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company

is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this

Note and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 3.4(a)(iv)

pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable

delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for

this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note

which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent

to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion

of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such

shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction

and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose

of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably

satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall

succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and

the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise

every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction

Documents with the same effect as if such Successor Entity had been named as the Company herein.

(v)

Other Events. In the event that the Company (or any Subsidiary (as defined in the Purchase Agreement)) shall take any action to

which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or

if any event occurs of the type contemplated by the provisions of this Section 3.4 but not expressly provided for by such provisions

(including, without limitation, the granting of share appreciation rights, phantom share rights or other rights with equity features),

then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Floor Price

and the number of Conversion Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant

to this Section 3.4 will increase the Conversion Price or Floor Price or decrease the number of Conversion Shares as otherwise

determined pursuant to this Section 3.4 provided further that if the Holder does not accept such adjustments as appropriately

protecting its rights hereunder, then the Board of Directors and the Holder shall agree, in good faith, upon an independent investment

bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest

error and whose fees and expenses shall be borne by the Company.

(b)

No Impairment. The Maker shall not, by amendment of its Amended and Restated Certificate of Incorporation and Amended and Restated

Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other

voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the

Maker, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3.4 and in the taking

of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holder against impairment. In

the event the Holder shall elect to convert this Note as provided herein, the Maker cannot refuse conversion based on any claim that

the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, violation of an agreement to

which the Holder is a party or for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining

conversion of this Note shall have issued and the Maker posts a surety bond for the benefit of the Holder in an amount equal to one hundred

percent (100%) of the Principal Amount of the Note the Holder has elected to convert, which bond shall remain in effect until the completion

of arbitration/litigation of the dispute and the proceeds of which shall be payable to the Holder (as liquidated damages) in the event

it obtains judgment.

(c)

Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or Floor Price or number

of shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.4, the Maker at its expense shall promptly

compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such

adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Maker shall, upon written

request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments

and readjustments, the applicable Conversion Price or Floor Price in effect at the time, and the number of shares of Common Stock and

the amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding

the foregoing, the Maker shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease

of at least one percent (1%) of such adjusted amount.

(d)

Issue Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be

payable in respect of any issue or delivery of Common Stock on conversion of this Note pursuant thereto; provided, however, that the

Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such

conversion.

(e)

Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional

shares to which the Holder would otherwise be entitled, the Maker shall pay cash equal to such fractional shares multiplied by the Conversion

Price then in effect.

(f)

Reservation of Common Stock. The Maker shall at all times while this Note shall be outstanding, keep available out of its authorized

Common Stock, the Required Minimum of shares of Common Stock (disregarding for this purpose any and all limitations of any kind on such

conversion). The Maker shall, from time to time, increase the authorized number of shares of Common Stock or take other effective action

if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Maker’s obligations under this Section

3.4(f).

(g)

Regulatory Compliance. If any shares of Common Stock for the purpose of conversion of this Note require registration or listing

with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation

or otherwise before such shares may be validly issued or delivered upon conversion, the Maker shall, at its sole cost and expense, in

good faith and as expeditiously as possible, secure such registration, listing or approval, as the case may be.

(h)

Effect of Events Prior to the Issuance Date. If the Issuance Date of this Note is after the Closing Date, then, if the Conversion

Price, the Floor Price or any other right of the Holder of this Note would have been adjusted or modified by operation of any provision

of this Note had this Note been issued on the Closing Date, such adjustment or modification shall be deemed to apply to this Note as

of the Issuance Date as if this Note had been issued on the Closing Date.

3.5

Prepayment Following a Change of Control.

(a)

Mechanics of Prepayment at Option of Holder in Connection with a Change of Control. No later than fifteen (15) days following the entry

by the Company into an agreement for a Change of Control, but in no event prior to the public announcement of such Change of Control,

the Maker shall deliver written notice describing the entry into such agreement (“Notice of Change of Control”) to

the Holder. Within fifteen (15) days after receipt of a Notice of Change of Control, the Requisite Holder may require the Maker to prepay,

effective immediately prior to the consummation of such Change of Control, an amount equal to the Mandatory Default Amount on such date

(the “COC Repayment Price”), by delivering written notice thereof (“Notice of Prepayment at Option of Holder

Upon Change of Control”) to the Maker.

(b)

Payment of COC Repayment Price. Upon the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon Change of

Control from the Holder, the Maker shall deliver the COC Repayment Price to the Holder immediately prior to the consummation of the Change

of Control; provided that the Holder’s original Note shall have been so delivered to the Maker, and, provided, further, that all

payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes.

3.6

Inability to Fully Convert.

(a)

Holder’s Option if Maker Cannot Fully Convert. If, upon the Maker’s receipt of a Conversion Notice or as otherwise

required under this Note, including with respect to repayment of principal in Common Stock as permitted under this Note, the Maker cannot

issue Common Stock for any reason, including, without limitation, because the Maker (x) does not have a sufficient number of shares of

Common Stock authorized and available or (y) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange,

interdealer quotation system or other self-regulatory organization with jurisdiction over the Maker or any of its securities from issuing

all of the Common Stock which are to be issued to the Holder pursuant to this Note, then the Maker shall issue as many shares of Common

Stock as it is able to issue and, with respect to the unconverted portion of this Note or with respect to any shares of Common Stock

not timely issued in accordance with this Note, the Holder, solely at Holder’s option, can elect to:

(i)

require the Maker to prepay that portion of this Note for which the Maker is unable to issue Common Stock or for which Common Stock was

not timely issued (the “Mandatory Prepayment”) at a price equal to the number of shares of Common Stock that the Maker

is unable to issue multiplied by the Conversion Price on the date of the Conversion Notice (the “Mandatory Prepayment Price”)

(provided all payments shall be subject to the provisions of the Purchase Agreement with respect to the holders of the Other Notes);

provided that an election under this clause (i) shall not be available in the event that the Maker is unable to issue shares of Common

Stock solely pursuant to the caps set forth in Section 3.3 above;

(ii)

void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion

Notice (provided that the Holder’s voiding its Conversion Notice shall not affect the Maker’s obligations to make any payments

which have accrued prior to the date of such notice); or

(iii)

defer issuance of the applicable Conversion Shares until such time as the Maker can legally issue such shares; provided that the Principal

Amount underlying such Conversion Shares shall remain outstanding until the delivery of such Conversion Shares; and provided, further,

that if the Holder elects to defer the issuance of the Conversion Shares, it may exercise its rights under either clause (i) or (ii)

above at any time prior to the issuance of the Conversion Shares upon two (2) Business Days’ notice to the Maker.

(b)

Mechanics of Fulfilling Holder’s Election. The Maker shall immediately send to

the Holder, upon receipt of a Conversion Notice from the Holder, which cannot be fully satisfied

as described in Section 3.6(a) above, a notice of the Maker’s inability to fully satisfy the Conversion Notice (the “Inability

to Fully Convert Notice”). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is unable to

fully satisfy the Holder’s Conversion Notice; and (ii) the amount of this Note which cannot

be converted. The Holder shall notify the

Maker of its election pursuant to

Section 3.6(a) above by delivering written notice to the Maker (“Notice in

Response to Inability to Convert”).

(c)

Payment of Mandatory Prepayment Price. If the

Holder shall elect to have

its Note prepaid pursuant to Section

3.6(a)(i) above, the Maker shall pay the Mandatory Prepayment Price to the Holder

within five (5) Business Days of the Maker’s receipt of the Holder’s Notice in Response to Inability

to Convert; provided that

prior to the

Maker’s receipt of

the Holder’s Notice

in Response to

Inability to Convert

the Maker has

not delivered a notice

to the Holder stating, to the satisfaction of

the Holder, that the event or condition

resulting in the Mandatory Prepayment has been

cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note.

If the Maker shall fail to pay the applicable Mandatory Prepayment Price to the Holder on the date that is two (2) Business Days following

the Maker’s receipt of the Holder’s Notice in Response

to Inability to Convert, in addition

to any remedy the Holder may have

under this Note and the Purchase Agreement, such unpaid amount shall

bear interest at the rate of fifteen percent (15%) per month (prorated for partial

months) until paid in full. Until the full Mandatory Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory

Prepayment with respect to that portion of the Note for which the full Mandatory Prepayment Price has not been paid and (ii) receive

back such Note.

(d)

No Rights as Shareholder.

Except as expressly set forth hereunder, nothing contained in this

Note shall be construed as conferring

upon the Holder, prior to the

conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder of the

Company in respect of any meeting of shareholders for the election of directors of the Maker

or of any other matter, or any other rights as a shareholder of the Maker.

3.7

Compensation for Buy-In on Failure to Timely Deliver Conversion Shares. In addition to any other rights available to the Holder,

if the Company fails to deliver or cause the Transfer Agent to transmit to the Holder, Conversion Shares or any other shares pursuant

to a conversion on or before the Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an

open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in

satisfaction of a sale by the Holder of the Conversion Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”),

then the Company shall (a) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including

brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number

of Conversion Shares that the Company was required to deliver to the Holder in connection with the conversion at issue times (2) the

price at which the sell order giving rise to such purchase obligation was executed, and (b) at the option of the Holder, either reinstate

the portion of the Note and equivalent number of Conversion Shares for which such conversion was not honored (in which case such conversion

shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company

timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock having

a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate

sale price giving rise to such purchase obligation of $10,000, under clause (a) of the immediately preceding sentence the Company shall

be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder

in respect of the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue a decree

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon conversion of the Note as required pursuant to the terms hereof.

ARTICLE

4.1

Covenants. For so long as any Note is outstanding, without the prior written consent

of the Holder:

(a)

Compliance with Transaction Documents. The Maker shall, and shall

cause its Subsidiaries to, comply with its

obligations under this Note and the other Transaction Documents.

(b)

Payment of Taxes, Etc. The Maker shall, and shall cause each of its Subsidiaries to, promptly pay and discharge, or cause to be

paid and discharged, when

due and payable, all lawful

taxes, assessments and governmental charges

or levies imposed upon

the income, profits, property or business of the Maker and the Subsidiaries, except

for such failures to pay that, individually or in the aggregate, have not had and would not

reasonably be expected to have a Material Adverse Effect; provided, however, that any such tax, assessment, charge or levy need

not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Maker or such Subsidiaries

shall have set aside on its books

adequate reserves with respect thereto, and provided, further, that the Maker

and such Subsidiaries will pay all such taxes,

assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security

therefor.

(c)

Corporate Existence. The Maker shall, and shall cause each of its Subsidiaries to, maintain in full force and effect its corporate

existence, rights and franchises and all licenses and other rights to use property owned or possessed by it and reasonably deemed to

be necessary to the conduct of its business.

(d)

Investment Company Act. The Maker

shall conduct its businesses in a manner so

that it will

not be required to register as an “investment company” as such term is defined

in the Investment Company Act of 1940, as amended.

(e)

Prohibited Transactions. The Maker hereby covenants and agrees not to enter into any Prohibited Transactions until thirty (30)

days after such time as this Note has been converted into Conversion Shares or repaid in full.

(f)

Indebtedness. The Maker hereby covenants and agrees not to incur or enter into any agreement or arrangement for secured Indebtedness

until thirty (30) days after such time as this Note has been converted into Conversion Shares or repaid in full.

4.2

Set-Off. This Note shall be subject to the set-off provisions set forth in the Purchase Agreement.

ARTICLE

5.1

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered

via email at the email address specified in this Section prior to 5:00 p.m. (New York time) on a Business Day, (b) the next Business

Day after the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section

on a day that is not a Business Day or later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m. (New York time) on

such date, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d)

upon actual receipt by the party to whom such notice is required to be given. The addresses for notice shall be as set forth in the Purchase

Agreement.

5.2

Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without

reference to principles of conflict of laws or choice of laws. This Note shall not be interpreted or construed with any presumption against

the party causing this Note to be drafted.

5.3

Headings. Article and section headings in this Note are included herein for purposes

of convenience of reference only and shall not constitute a part of this Note for any other purpose.

5.4

Remedies, Characterizations, Other Obligations, Breaches and

Injunctive Relief.

The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law

or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein

shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Holder’s

right to pursue actual damages for any failure by the Maker to comply with the terms of this Note. Amounts set forth or provided for

herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder

thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof).

The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that

the remedy at law for any such breach would be inadequate. Therefore, the Maker agrees that, in the event of any such breach or threatened

breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to equitable relief,

including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic

loss and without any bond or other security being required.

5.5

Enforcement Expenses. The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation,

reasonable and documented attorneys’ fees and expenses.

5.6

Binding Effect; Assignment. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors

and assigns of each such party, whether or not such successors or assigns are permitted by the terms herein. The Holder shall have the

right to assign this Note hereunder without notice to or the consent of the Maker.

5.7

Amendments; Waivers. No provision of this Note may be waived or amended except in a written instrument signed by the Company and

the Holder and approved by the Requisite Holder (as defined in the Purchase Agreement). No waiver of any default with respect to any

provision, condition or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent

default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise

any right hereunder in any manner impair the exercise of any such right.

5.8

Compliance with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s

own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose

of this Note in violation of securities laws. This Note and any Note issued in substitution or replacement therefor shall be stamped

or imprinted with a legend in substantially the following form:

“NEITHER

THIS NOTE NOR THE SECURITIES

INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF

ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH

SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

5.9

Jurisdiction; Venue. Any action, proceeding or claim arising out of, or relating in

any way to this Note shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District

Court for the Southern District of New York. The Company and the Holder irrevocably submit to the jurisdiction of such courts, which

jurisdiction shall be exclusive, and hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient

forum. The prevailing party in any such action shall be entitled to recover its reasonable and documented attorneys’ fees and out-of-pocket

expenses relating to such action or proceeding.

5.10

Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privilege.

5.11

Maker Waivers. Except as otherwise specifically provided herein, the Maker and all

others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice

of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of

this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals

or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the

release of any person liable hereon, all without affecting the liability of the other persons, firms or Maker liable for the payment

of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.

(a)

No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall

operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on

any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b)

THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION,

AND TO THE EXTENT

ALLOWED BY APPLICABLE LAW, HEREBY

WAIVES ITS RIGHT TO NOTICE

AND HEARING WITH RESPECT

TO ANY PREJUDGMENT

REMEDY WHICH THE HOLDER

OR ITS SUCCESSORS

OR ASSIGNS MAY

DESIRE TO USE.

5.12

Definitions. Capitalized terms used herein and not defined shall have the meanings set forth in the Purchase Agreement. For the

purposes hereof, the following terms shall have the following meanings:

(a)

“Closing Price” means the closing price of the Common Stock on the Trading Market on the date of determination.

(b)

“Event Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing

(x) the sum of the VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day

period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Share Combination Event

Date, divided by (y) five (5). All such determinations shall be appropriately adjusted for any share dividend, share split, share combination,

recapitalization or other similar transaction during such period.

(c)

“Floor Price” means $1.60, as subject to adjustment as provided herein.

(d)

“Indebtedness” means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures,

notes, or other similar instruments; (c) all capital lease obligations that exceed $250,000 in the aggregate outstanding at any time;

(d) all obligations or liabilities secured by a lien or encumbrance on any asset of the Maker, irrespective of whether such obligation

or liability is assumed; (e) all obligations for the deferred purchase price of assets, other than trade debt and other accounts payable

incurred in the ordinary course of business; (f) all synthetic leases; and (g) any obligation guaranteeing or intended to guarantee (whether

directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other

person.

(e)

“Mandatory Default Amount” means an amount equal to 115% of the Outstanding Principal Amount, accrued interest and

all other amounts owning in respective of this Note.

(f)

“Outstanding Principal Amount” means, at the time of determination, the Principal Amount outstanding after giving

effect to any conversions or prepayments pursuant to the terms hereof.

(g)

“Significant Subsidiary” means any Subsidiary of the Company that constitutes, or any group of Subsidiaries of the

Company that, in the aggregate, would constitute, a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X

under the 1934 Act) of the Company.

(h)

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

(i)

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common

Stock is then listed or quoted on a Trading Market, the daily volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted

as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if

the Common Stock is traded on OTCQB or OTCQX , the volume weighted average sales price of the Common Stock for such date (or the nearest

preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and

if prices for the Common Stock is then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

[Signature

Page Follows]

WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

CELULARITY, INC.

By:

Name:

Robert J. Hariri

Title:

Chief Executive Officer

EXHIBIT

FORM

OF CONVERSION

NOTICE

(To

be Executed by the Registered Holder in order to Convert the Note)

The

undersigned hereby irrevocably elects to convert $ ________________ of the principal amount of the above into shares of common stock

of Celularity, Inc., a Delaware corporation (the “Maker”) according to the conditions hereof, as of the date written

below.

Date

of Conversion:

Conversion

Price:

Number

of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Conversion Date:

[HOLDER]

By:

Name:

Title:

Address:

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

Celularity

Announces Closing of Transaction with NexGel

FLORHAM

PARK, N.J., April 21, 2026 - Celularity Inc. (Nasdaq: CELU) (“Celularity”), a longevity-focused regenerative and cellular

medicine company, today announced the closing of its previously announced transaction with NexGel, Inc. (“NexGel”), pursuant

to which NexGel acquired certain commercial and other assets related to Celularity’s biomaterials product portfolio and received

an exclusive license to develop and commercialize specified products. The transaction is intended to monetize Celularity’s biomaterials

portfolio while enabling itto further concentrate resources on advancing its longevity-focused therapeutic pipeline and scalable manufacturing

platform.

Under

the terms of the transaction, Celularity received aggregate consideration of $13.3 million, consisting of $8.3 million in cash at closing

and a $5.0 million convertible promissory note from NexGel. In addition, Celularity remains eligible to receive up to $20.0 million in

future milestone payments based on net sales thresholds, and royalties on net sales of certain development-stage products, in each case

subject to the terms of the transaction documents. The transaction also enabled Celularity to retire nearly $13.0 million of debt, strengthening

Celularity’s balance sheet and capital position while preserving future economic participation in certain licensed development-stage

programs.

“This

transaction with NexGel marks an important step in Celularity’s ongoing efforts to sharpen strategic focus, monetize non-core biomaterials

assets and strengthen Celularity’s capital position as we advance our longevity-focused strategy,” said Robert J. Hariri,

M.D., Ph.D., Celularity’s Founder, Chairman and Chief Executive Officer. “By streamlining our biomaterials activities while

retaining the opportunity to participate in future milestone and royalty economics, we are further aligning resources around high-value

cellular therapeutics and other programs targeting the fundamental mechanisms of aging.”

About

Celularity

Inc. (Nasdaq: CELU) is a longevity-focused regenerative and cellular medicine company developing and manufacturing allogeneic and autologous

cell therapies derived from the postpartum placenta. Celularity leverages the placenta’s unique biology, immunologic properties,

and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease.

For

more information, please visit www.celularity.com.

Forward-Looking

Statements

This

press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including,

without limitation, statements regarding the expected benefits of the transaction with NexGel, Celularity’s ability to receive

future royalty and milestone payments, the anticipated balance sheet and capital position benefits of the transaction, and Celularity’s

strategic plans, including its longevity-focused strategy, and Celularity’s ability to realize the anticipated strategic and financial

benefits of the transaction. These forward-looking statements are based on current beliefs, expectations and assumptions and are subject

to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

These risks and uncertainties include, among others, risks related to NexGel’s commercialization of the licensed products, the

achievement of royalty and milestone thresholds, and other risks and uncertainties described in Celularity’s filings with the Securities

and Exchange Commission. Celularity undertakes no obligation to update any forward-looking statements except as required by law.

Investor

Contact:

Carlos Ramirez

Senior Vice President, Celularity Inc.

Carlos.ramirez@celularity.com

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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