Form 8-K

8-K — Aditxt, Inc.

Accession: 0001213900-26-043227

Filed: 2026-04-14

Period: 2026-04-10

CIK: 0001726711

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: Financial Statements and Exhibits

Documents

8-K — ea0286168-8k_aditxt.htm (Primary)

EX-10.1 — FORM OF NOTE (APRIL 2026) (ea028616801ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0286168-8k_aditxt.htm · Sequence: 1

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0001726711

2026-04-10

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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 10, 2026

ADITXT, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-39336

85-3204328

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification

No.)

2569 Wyandotte Street, Suite 101, Mountain View,

CA 94043

(Address of principal executive offices, including

ZIP code)

(650)

870-1200

(Registrant’s

telephone number, including area code)

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:

☐

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

Common Stock, par value $0.001

ADTX

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in 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

Private

Placement of Senior Unsecured Promissory Notes

April 10, 2026, Aditxt, Inc. (the “Company”) issued and sold senior unsecured promissory notes (each, a “Note,”

and collectively, the “Notes”) to accredited investors in the aggregate original principal amount of $1,250,000 for an aggregate

purchase price of $1,000,000, reflecting an aggregate original issue discount of $250,000. The Notes bear interest at a rate of 10% per

annum, payable monthly, and mature on September 30, 2026. Pursuant to the Notes, if the Company sells shares of Common Stock pursuant

to an at-the-market offering or equity line of credit, 100% of the aggregate gross proceeds from such sales, less reasonable and documented

legal fees and expenses, must be applied on a weekly basis to redeem the Notes at a redemption price equal to 120% of the outstanding

amount redeemed. The Notes also permit the Company to redeem all, but not less than all, of the outstanding amount of the Notes at 120%

of the outstanding amount redeemed, subject to the terms of the Notes. In addition, upon an event of default, holders may require the

Company to redeem the Notes at 125% of the outstanding amount being redeemed, and upon a bankruptcy event of default, the Company must

immediately pay an amount equal to 125% of all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges.

The Notes also grant one specific noteholder the right to withhold applicable equity line and at-the-market proceeds for direct distribution

to the holders until the Notes are repaid in full. Following the maturity date and until the Notes have been redeemed or otherwise satisfied,

the Notes contain various negative covenants, including restrictions on indebtedness, liens, dividends and other restricted payments,

asset transfers and the early maturity or acceleration of other indebtedness.

The

foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of Note filed as Exhibit

10.1.

Item

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

The

information set forth in "Item 1.01 Entry Into a Material Definitive Agreement" relating to the issuance of the Notes is incorporated

by reference herein in its entirety.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Exhibit

10.1

Form of Note (April 2026)

104

Cover

Page Interactive Data File (embedded within the XBRL document)

SIGNATURE

Pursuant

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

by the undersigned hereunto duly authorized.

Dated:

April 14, 2026

Aditxt,

Inc.

By:

/s/

Amro Albanna

Name:

Amro

Albanna

Title:

Chief

Executive Officer

EX-10.1 — FORM OF NOTE (APRIL 2026)

EX-10.1

Filename: ea028616801ex10-1.htm · Sequence: 2

Exhibit

10.1

THE

ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY),

IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE

SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA

FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW

THE TERMS OF THIS NOTE, INCLUDING SECTIONS 8 AND 13(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNTS

SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 8 OF THIS NOTE.

THIS

NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), AMRO ALBANNA,

A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE

HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MR. ALBANNA MAY BE REACHED AT TELEPHONE

NUMBER (650) 870-1200.

Aditxt,

Inc.

Senior

Unsecured Promissory Note

Issuance

Date: April 10, 2026

Original

Principal Amount: U.S. $[-]

FOR

VALUE RECEIVED, Aditxt, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of _________

or its registered assigns (“Holder”), the amount set forth above as the Original Principal Amount (as reduced pursuant

to the terms hereof pursuant to redemption or otherwise, the “Principal”) (which was acquired for a purchase price

of $[-]) when due, whether upon the Maturity Date (as defined below), or upon acceleration, redemption or otherwise (in each case in

accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable

Interest Rate (as defined below) from the date set forth above as the Issuance Date until the same becomes due and payable, whether upon

an Interest Date (as defined below), the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with

the terms hereof). This Senior Note (including all Senior Unsecured Promissory Notes issued in exchange, transfer or replacement hereof,

this “Note”) is part of a series of Senior Notes that may be issued, from time to time, by and between the Company

and the Holder (the “Other Notes”, and together with this Note, the “Notes” or the “Transaction

Documents”). This Note was originally issued on the Issuance Date set forth above.

PAYMENTS

OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,

accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 19(c)) on such Principal and Interest. Other than

as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest

or accrued and unpaid Late Charges on Principal and Interest, if any.

INTEREST;

INTEREST RATE.

Interest

on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months

and shall be payable in arrears on each Interest Date and shall compound each calendar month and shall be payable in accordance with

the terms of this Note. Interest shall be paid (i) on each Interest Date, to the record holder of this Note on the applicable Interest

Date, in cash.

Prior

to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion

of the Interest in the Outstanding Amount upon any redemption in accordance with Section 8 or any required payment upon any Bankruptcy

Event of Default. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically

be increased to eighteen percent (18.0%) per annum (the “Default Rate”). In the event that such Event of Default is

subsequently cured (and no other Event of Default then exists, including, without limitation, for the Company’s failure to pay

such Interest at the Default Rate on the applicable Interest Date), the adjustment referred to in the preceding sentence shall cease

to be effective as of the calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid

at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after

the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

RIGHTS

UPON EVENT OF DEFAULT.

Event

of Default. Each of the following events shall constitute an “Event of Default” and each of the events in clauses

(iv), (v) and (vi) shall constitute a “Bankruptcy Event of Default”:

the

suspension (or threatened suspension) from trading or the failure (or threatened failure) of the Common Stock to be trading or listed

(as applicable) on an Eligible Market for a period of five (5) consecutive Business Days;

the

Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts

when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay any redemption

payments or amounts hereunder) or any other agreement, document, certificate or other instrument delivered in connection with the transactions

contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only

if such failure remains uncured for a period of at least two (2) Business Days;

the

occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $500,000 of Indebtedness

of the Company or any of its Subsidiaries;

bankruptcy,

insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against

the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within

thirty (30) days of their initiation;

the

commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,

insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the

consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary

case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the

commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking

reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to

the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official

of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of

creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or

the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the

Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial

Code foreclosure sale or any other similar action under federal, state or foreign law;

the

entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary

or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar

law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or

approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of

the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar

document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any

Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance

of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed

and in effect for a period of thirty (30) consecutive days;

final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Company and/or any of

its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed

pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which

is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth

above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement

shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company

or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance

of such judgment;

the

Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period,

any payment with respect to any Indebtedness in excess of $500,000 due to any third party (other than, with respect to unsecured Indebtedness

only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect

to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation

of any agreement for monies owed or owing in an amount in excess of $100,000, which breach or violation permits the other party thereto

to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would,

with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the

Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets,

operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company

or any of its Subsidiaries, individually or in the aggregate;

other

than as specifically set forth in another clause of this Section 3(a), the Company or any Subsidiary breaches any representation or warranty,

in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be

breached in any respect) or any covenant or other term or condition of any Transaction Document, except, in the case of a breach of a

covenant or other term or condition that is curable, only if such breach remains uncured for a period of two (2) consecutive Business

Days;

false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Event of Default

has occurred;

any

breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 10 of this Note;

any

provision of this Note shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding

on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or

a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them,

seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any

liability or obligation purported to be created under this Note;

any

Material Adverse Effect occurs;

any

Change of Control occurs; or

any

Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.

Notice

of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note,

the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next day

delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s

receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem

(regardless of whether such Event of Default has been cured) all or any portion of this Note by delivering written notice thereof (the

“Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the

portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this

Section 3(b) shall be redeemed by the Company at a price in cash equal to the product of (A) the Outstanding Amount to be redeemed multiplied

by (B) the Redemption Premium (the “Event of Default Redemption Price”). Redemptions required by this Section 3(b)

shall be made in accordance with the provisions of Section 8. To the extent redemptions required by this Section 3(b) are deemed or determined

by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary

prepayments. In the event of the Company’s redemption of any portion of this Note under this Section 3(b), the Holder’s damages

would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty

of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this

Section 3(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment

opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies by the Holder,

and all other rights and remedies of the Holder shall be preserved.

Mandatory

Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, upon any Bankruptcy Event of Default,

whether occurring prior to or following the Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing

(i) all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, multiplied

by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand

or other action by the Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to

receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the

Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default, and any right to payment of the Event of

Default Redemption Price or any other Redemption Price, as applicable.

RIGHTS

UPON FUNDAMENTAL TRANSACTION.

Assumption.

The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations

of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 4(a) pursuant to

written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction,

including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a

written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount

and interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder, having similar

ranking and security to the Notes, and satisfactory to the Holder. Upon the occurrence of any 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. The provisions of this Section 4 shall

apply similarly and equally to successive Fundamental Transactions.

REDEMPTIONS

AT THE COMPANY’S ELECTION.

Company

Optional Redemption. At any time, the Company shall have the right to redeem all, but not less than all, of the Outstanding Amount

then remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date

(each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption pursuant

to this Section 5(a) shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”)

equal to 120% of the Outstanding Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right

to require redemption under this Section 5(a) by delivering a written notice thereof by electronic mail and overnight courier to all,

but not less than all, of the holders of Notes (the “Company Optional Redemption Notice” and the date all of the holders

of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). The Company may deliver

only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable. The Company Optional

Redemption Notice shall specify (x) the date on which the Company Optional Redemption shall occur (the “Company Optional Redemption

Date”) which date shall not be less than twenty (20) Business Days nor more than forty (40) Business Days following the Company

Optional Redemption Notice Date, and (y) the aggregate Outstanding Amount of the Notes which is being redeemed in such Company Optional

Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 5(a) (and analogous provisions under the

Other Notes) on the Company Optional Redemption Date. Redemptions made pursuant to this Section 5(a) shall be made in accordance with

Section 8. In the event of the Company’s redemption of any portion of this Note under this Section 5(a), the Holder’s damages

would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty

of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this

Section 9 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment

opportunity and not as a penalty. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption

if any Event of Default has occurred and continuing.

Pro

Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 5(a),

then it must simultaneously take the same action with respect to all of the Other Notes.

EQUITY

LINE/ATM MANDATORY REDEMPTION. At any time on or after the Issuance Date, if the Company sells any Common Stock pursuant to (i) any

equity line of credit with any Person (including, with limitation, pursuant to any Common Stock purchase agreement, by and between the

Company and Seven Knots, LLC (or any of its affiliates) (each, an “Equity Line”) (and each date the Company sells

any shares of Common Stock pursuant to any such Equity Line, each an “Equity Line Trigger Date”, and each such sale,

an “Eligible Equity Line Transaction”), by no later than 9:00 AM, New York City time on the first (1st) Business Day

of the immediately subsequent calendar week after any such Equity Line Trigger Date and (ii) an At the Market Offering (including, without

limitation, pursuant to any agreement by and between the Company and H.C. Wainwright (or any of its affiliates) (each, an “ATM”)

(and each date the Company sells any shares of Common Stock pursuant to such ATM, each an “ATM Trigger Date,” and

each such sale, an “Eligible ATM Transaction”), by no later than 9:00 AM, New York City time on the first (1st)

Business Day of the immediately subsequent calendar week after any such ATM Trigger Date (collectively the “Equity Line/ATM

Mandatory Redemption Notice Date”)), the Company shall deliver written notice to the Holder (each, an “Equity Line/ATM

Mandatory Redemption Notice”) specifying (i) the aggregate gross proceeds (less any reasonable and documented legal fees and

expenses) of all Eligible Equity Line Transactions and/or Eligible ATM Transactions in the prior calendar week (each, an “Equity

Line/ATM Proceeds Amount”), (ii) 100% of such Equity Line/ATM Proceeds Amount (each, an “Equity Line/ATM Mandatory

Redemption Amount”), (iii) the applicable Equity Line/ATM Mandatory Redemption Date (as defined below) and (iv) the aggregate

portion of this Note subject to such Equity Line/ATM Mandatory Redemption (as defined below) and the Equity Line/ATM Mandatory Redemption

Price with respect thereto (including reasonable calculations with respect thereto). Unless waived in writing by the Holder, on the first

(1st) Business Day after such applicable Equity Line/ATM Mandatory Redemption Notice Date (each, an “Equity Line/ATM Mandatory

Redemption Date”), the Company shall redeem in cash (each, a “Equity Line/ATM Mandatory Redemption”) a portion

of this Note equal to the lesser of (x) the Outstanding Amount of this Note and (y) the Holder’s Holder Pro Rata Amount of the

Equity Line/ATM Mandatory Redemption Amount (reflecting a redemption price calculated based upon $1.20 per each $1.00 of Outstanding

Amount of this Note subject to such Equity Line/ATM Mandatory Redemption) (such applicable aggregate redemption price, each, an “Equity

Line/ATM Mandatory Redemption Price”), without the requirement for any notice or demand or other action by the Holder or any

other Person. Redemptions required by this Section 6 shall be made in accordance with the provisions of Section 8. For the avoidance

of doubt, the Company hereby grants Seven Knots, LLC the right to withhold the Equity Line/ATM Mandatory Redemption Amount for direct

distribution to the Holder until such time as this Note and the Other Notes have been repaid in full (the “Holdback Right”).

NONCIRCUMVENTION.

The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 of this Note, and will at all times

in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder

of this Note.

REDEMPTIONS.

Mechanics.

The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days after

the Company’s receipt of the Holder’s Event of Default Redemption Notice. The Company shall deliver the applicable Company

Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The Company shall deliver the applicable

Equity Line Mandatory Redemption Price to the Holder in cash on the applicable Equity Line Mandatory Redemption Date. Notwithstanding

anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment

under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption

Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon

payment in full in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In

the event of a redemption of less than all of the Outstanding Amount of this Note, the Company shall promptly cause to be issued and

delivered to the Holder a new Note (in accordance with Section 13(d)) representing the outstanding Principal which has not been redeemed.

In the event that the Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time

thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption,

to require the Company to promptly return to the Holder all or any portion of this Note representing the Outstanding Amount that was

submitted for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon

the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Outstanding

Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 13(d)), to the Holder,

and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to

the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 8, if applicable)

minus (2) the Principal portion of the Outstanding Amount submitted for redemption. The Holder’s delivery of a notice voiding a

Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments

of Late Charges which have accrued prior to the date of such notice with respect to the Outstanding Amount subject to such notice.

Redemption

by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment

as a result of an event or occurrence substantially similar to the events or occurrences described in Section 3(b) or Section 6 (each,

an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day of its receipt

thereof, forward to the Holder by electronic mail a copy of such notice. If the Company receives a Redemption Notice and one or more

Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is two (2) Business Days

prior to the Company’s receipt of the Holder’s applicable Redemption Notice and ending on and including the date which is

two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company is unable

to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during

such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder)

based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices

received by the Company during such seven (7) Business Day period.

VOTING

RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation,

the Delaware General Corporation Law) and as expressly provided in this Note.

COVENANTS.

Following the Maturity Date and until all of the Notes have been redeemed or otherwise satisfied in accordance with their terms:

Rank.

All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness

of the Company and its Subsidiaries (other than Permitted Indebtedness).

Incurrence

of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur

or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes

and (ii) other Permitted Indebtedness).

Existence

of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer

to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts

and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted

Liens.

Restricted

Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,

whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other

than the Notes and the Keystone Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such

Indebtedness or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment,

as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has

occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default

has occurred and is continuing.

Restriction

on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock.

Restriction

on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company

or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales,

leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries

in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in the ordinary course of

business.

Maturity

of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, permit

any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.

Change

in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated

to be conducted by the Company and each of its Subsidiaries on the Issuance Date or any business substantially related or incidental

thereto, other than to utilize the assets to be purchased by the Company pursuant to that certain Asset Purchase Agreement, dated as

of the date hereof, by and between the Company and Varian Biopharmaceuticals, Inc.. The Company shall not, and the Company shall cause

each of its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose.

Preservation

of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,

rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing

in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes

such qualification necessary.

Maintenance

of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of

its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear

and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which

it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

Maintenance

of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to

maintain all of the all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship,

patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual

property rights and all applications and registrations therefor of the Company and/or any of its Subsidiaries that are necessary or material

to the conduct of its business in full force and effect.

Maintenance

of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable

insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption

insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering

such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance

with sound business practice by companies in similar businesses similarly situated.

Transactions

with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,

any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of

property or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course

of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business,

for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s

length transaction with a Person that is not an affiliate thereof.

Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate

principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by this Note) or (ii) issue any other

securities that would cause a breach or default under the Notes.

Stay,

Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever

enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages

of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to

the Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

Taxes.

The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related

interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon

their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except

where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).

The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure

to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding

the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain

adequate reserves therefor in accordance with GAAP.

Independent

Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon

the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time

the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent, reputable

investment bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred

(the “Independent Investigator”). If the Independent Investigator determines that such breach of this Note has occurred,

the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each holder of a

Note of such breach. In connection with such investigation, the Independent Investigator may, during normal business hours, inspect all

contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries and, to the extent

available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants

(including the accountants’ work papers) and any books of account, records, reports and other papers not contractually required

of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent Investigator

may make such copies and inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish the Independent

Investigator with such financial and operating data and other information with respect to the business and properties of the Company

as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss the affairs,

finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company’s officers,

directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said accountants

to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times,

upon reasonable notice, and as often as may be reasonably requested.

AMENDING

THE TERMS OF THIS NOTE. The prior written consent of the Company and the Holder shall be required for any amendment, modification

or waiver of this Note.

TRANSFER.

This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company.

REISSUANCE

OF THIS NOTE.

Transfer.

If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and

deliver upon the order of the Holder a new Note (in accordance with Section 13(d)), registered as the Holder may request, representing

the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a

new Note (in accordance with Section 13(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and

any assignee, by acceptance of this Note, acknowledge and agree that, following redemption of any portion of this Note, the outstanding

Principal represented by this Note may be less than the Principal stated on the face of this Note.

Lost,

Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),

and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable

form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder

a new Note (in accordance with Section 13(d)) representing the outstanding Principal.

Note

Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office

of the Company, for a new Note or Notes (in accordance with Section 13(d) and in principal amounts of at least $1,000) representing in

the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal

as is designated by the Holder at the time of such surrender.

Issuance

of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be

of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or

in the case of a new Note being issued pursuant to Section 13(a) or Section 13(c), the Principal designated by the Holder which, when

added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining

outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the

face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note,

and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date.

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 and any of the other Transaction Documents at law or in equity (including

a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual

and consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder

to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single

or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any

other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any

of the documents shall not be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity.

The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided

herein. Amounts set forth or provided for herein with respect to payments, redemptions and the like (and the computation thereof) shall

be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of

the Company (or the performance thereof). No failure on the part of the Holder to exercise, and no delay in exercising, any right, power

or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Holder of any right, power or

remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise

of any right or remedy of the Holder at law or equity or under this Note or any other document shall not be deemed to be an election

of the Holder’s rights or remedies under any such other document or at law or equity. The Company acknowledges that a breach by

it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.

The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to

all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief

from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond

or other security. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable

the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

PAYMENT

OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement

or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note

or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings

affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by the

Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,

including, without limitation, attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts

due under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original

Principal amount hereof.

CONSTRUCTION;

HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against

any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect

the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the

masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”

and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in which

they are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and

not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing

Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

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. No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party.

DISPUTE

RESOLUTION.

Submission

to Dispute Resolution.

the case of a dispute relating to a fair market value or the arithmetic calculation of the applicable Redemption Price (as the case may

be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the

case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Business

Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder at any time after the Holder learned

of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating

to such fair market value, or the arithmetic calculation of such applicable Redemption Price (as the case may be), at any time after

the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute

to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment

bank to resolve such dispute.

The

Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 18 and (B) written documentation supporting its position with respect to such dispute, in each

case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the

Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being

understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute

Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and

hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such

dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to

such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder

or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written

documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

The

Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder

of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 18 constitutes an agreement to arbitrate between the Company and

the Holder (and constitutes an arbitration agreement) under the Delaware Uniform Arbitration Act, as amended, (ii) the terms of this

Note and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the

applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations

and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of

such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of

this Note and any other applicable Transaction Documents, (iii) the Holder (and only the Holder), in its sole discretion, shall have

the right to submit any dispute described in this Section 18 to any state or federal court sitting in Wilmington, Delaware in lieu of

utilizing the procedures set forth in this Section 18 and (iv) nothing in this Section 18 shall limit the Holder from obtaining any injunctive

relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 18).

NOTICES;

CURRENCY; PAYMENTS.

Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Note must be in writing

and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail

(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does

not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such

recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,

properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

to the Company:

Aditxt,

Inc.

2569 Wyandotte Street, Suite 101

Mountain View, CA 94043

Telephone:

Attention: Chief Executive Officer

E-Mail:

With

a copy (for informational purposes only) to:

Shepard,

Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112-0015

Attn: Sean Reid

Email:

to the Holder:

to such other mailing address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified

by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt

(A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the

sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be

rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i),

(ii) or (iii) above, respectively.

Currency.

All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under

this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar

equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation

to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in the

Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference

to, or over, a period of time, the date of calculation shall be the final date of such period of time).

Payments.

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein,

such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and

sent via overnight courier service to such Person at such address as previously provided to the Company in writing, provided that the

Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written

notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms

of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business

Day. Any amount of Principal or other amounts due under the Transaction Documents which is not paid when due shall result in a late charge

being incurred and payable by the Company in an amount equal to interest on such amount at the rate of eighteen percent (18%) per annum

from the date such amount was due until the same is paid in full (“Late Charge”).

CANCELLATION.

After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have been paid in full, this Note

shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

WAIVER

OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other

demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

GOVERNING

LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Note shall be governed by, the internal laws of the State of Delaware, without giving effect to any provision

or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Delaware. Except as otherwise required by Section 18 above, the Company hereby irrevocably submits to the exclusive

jurisdiction of the state and federal courts sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection

herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in

any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action

or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall

be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction

to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,

or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit,

any provision of Section 18. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL

FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

JUDGMENT

CURRENCY.

for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 23 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Business Day immediately

preceding:

the

date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

the

date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which

such conversion is made pursuant to this Section 23(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

in the case of any proceeding in the court of any jurisdiction referred to in Section 23(a)(ii) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment

Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

Any

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Note.

SEVERABILITY.

If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,

the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that

it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of

the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

DISCLOSURE.

Disclosure of Transaction and Other Material Information. The Company shall, on or before 9:00 a.m., New York City time, on or prior

to the first (1st) Business Day after the date of this Note, file a Current Report on Form 8-K describing the terms of the transactions

contemplated hereby in the form required by the 1934 Act and attaching the form of Note, to the extent they are required to be filed

under the 1934 Act, that have not previously been filed with the SEC by the Company as exhibits to such filing (including all attachments,

the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public

information (if any) provided up to such time to the Holder by the Company or any of its Subsidiaries or any of their respective officers,

directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any

and all confidentiality or similar obligations under this Note or as otherwise disclosed in the 8-K Filing, whether written or oral,

between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the

one hand, and any of the Holder or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company

shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the

Holder with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without

the express prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion). To the extent

that the Company delivers any material, non-public information to the Holder without the Holder’s consent, the Company hereby covenants

and agrees that the Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material,

non-public information. Neither the Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements

with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of

the Holder, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the

8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations (provided that in the case of clause

(i) the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Without the prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion), except as required

by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder

in any filing, announcement, release or otherwise (other than in the exhibit of this Note attached to the 8-K Filing). Notwithstanding

anything contained in this Note to the contrary and without implication that the contrary would otherwise be true, the Company expressly

acknowledges and agrees that the Holder shall not have (unless expressly agreed to by the Holder after the date hereof in a written definitive

and binding agreement executed by the Company and the Holder), any duty of confidentiality with respect to, or a duty not to trade on

the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

MAXIMUM

PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in

excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder

exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company

to the Holder and thus refunded to the Company.

EXCHANGE

RIGHT. Notwithstanding anything herein to the contrary, if the Company or any of its Subsidiaries consummates (or enters into any

agreement to consummate) any Subsequent Placement (other than with respect to Excluded Securities), and the Holder elects in writing

to the Company to participate in such Subsequent Placement, the Holder may, at the option of the Holder as elected in writing to the

Company, exchange all, or any part, of this Note into the securities in such Subsequent Placement (with the aggregate amount of such

securities to be issued in such exchange equal to such aggregate amount of such securities with a purchase price valued at 120% of the

Outstanding Amount of this Note delivered by such Holder in exchange therefor).

CERTAIN

DEFINITIONS. Terms used but not otherwise defined in this Note that are defined in Article 9 of the UCC (such as “account”,

“chattel paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”,

“fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment

property”, “letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the

respective meanings given such terms in Article 9 of the UCC.) For purposes of this Note, the following terms shall have the following

meanings:

“1933

Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly

or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct

or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Approved

Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent

to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,

officer or director for services provided to the Company in their capacity as such.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

“Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of

Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to

elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such

reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing

the jurisdiction of incorporation of the Company or any of its Subsidiaries.

“Closing

Date” shall mean the Issuance Date.

“Common

Stock” means (x) the Company’s shares of common stock, $0.001 par value per share, and (y) any capital stock into which

such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

“Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

“Convertible

Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under

any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof

to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.

“Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq

Global Select Market.

“Excluded

Securities” means (i) shares of Common Stock or standard options to purchase Common Stock to directors, officers or employees

of the Company in their capacity as such pursuant to an Approved Stock Plan, provided that (1) all such issuances (taking into account

the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate,

exceed more than 5% of the Common Stock issued and outstanding immediately prior to the date hereof and (2) the exercise price of any

such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms

or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the holders of Notes;

(ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase

Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided

that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible Security is made solely pursuant

to the conversion, exercise or other method of issuance (as the case may be) provisions of such Convertible Security that were in effect

on the date immediately prior to the date of this Note, the conversion, exercise or issuance price of any such Convertible Securities

(other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above)

is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved

Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms

or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved

Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Holders

of Notes;

“Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)

another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or

assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more

Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common

Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders

of greater than either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated

as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party

to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject

Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become

collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of greater than 50% of the outstanding shares of Common

Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually

or in the aggregate, acquire in any transaction or series or related transactions, either (x) greater than 50% of the outstanding shares

of Common Stock, (y) greater than 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all

the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other

business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively

the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of greater than 50% of the outstanding shares of Common Stock, or

(v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate

to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through

acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger,

consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization

or reclassification or otherwise in any manner whatsoever, of either (x) greater than 50% of the aggregate ordinary voting power represented

by issued and outstanding Common Stock, (y) greater than 50% of the aggregate ordinary voting power represented by issued and outstanding

Common Stock not held by all such Subject Entities as of the date of this Note calculated as if any shares of Common Stock held by all

such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding

shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short

form merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval

of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or

more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent,

or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this

definition which may be defective or inconsistent with the intended treatment of such instrument or transaction; provided, however, for

avoidance of doubt, shall exclude the transactions contemplated by (x) that certain Securities Purchase Agreement dated as of March 10,

2026 by and among the Company, IMAC Holdings, Inc. and each of the investors listed on the schedule of buyers attached thereto.

“GAAP”

means United States generally accepted accounting principles, consistently applied.

“Group”

means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

“Holder

Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date

and (ii) the denominator of which is the aggregate original principal amount of all Notes issued on or about the Closing Date.

“Indebtedness”

of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as

the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP)

(other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment

obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds,

debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets

or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as

financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights

and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),

(F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods

covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for

which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property

or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has

not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations

of others of the kinds referred to in clauses (A) through (G) above.

“Interest

Date” means, with respect to any given calendar month, the first Business Day of such calendar month.

“Interest

Rate” means ten percent (10%) per annum, as may be adjusted from time to time in accordance with Section 2.

“Material

Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including

results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole,

(ii) the transactions contemplated hereby or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any

of their respective obligations under this Note.

“Maturity

Date” shall mean September 30, 2026; provided, however, the Maturity Date may be extended at the option of the Holder (i) in

the event that, and for so long as, an Event of Default shall have occurred and be continuing or any event shall have occurred and be

continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date that is

twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly

announced or an Event of Default Redemption Notice is delivered prior to the Maturity Date.

“Outstanding

Amount” means the sum of (A) the portion of the Principal to be redeemed or otherwise with respect to which this determination

is being made, (B) accrued and unpaid Interest with respect to such Principal and (C) accrued and unpaid Late Charges with respect to

such Principal and Interest.

“Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or

equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the

Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

“Permitted

Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set forth on Schedule 28(w)

attached hereto, (iii) the Keystone Notes and (iv) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv)

and (v) of the definition of Permitted Liens.

“Permitted

Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for

which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business

by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as

materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to

a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon

or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness

incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time

of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds

of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $100,000, (v) Liens incurred

in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above,

provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal

amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities

arising as a matter of law to secure payments of custom duties in connection with the importation of goods, (vii) Liens arising from

judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 3(a)(vii), (viii) Liens with respect

to Permitted Indebtedness, and (ix) Liens with respect to the Keystone Notes.

“Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

“Redemption

Notices” means, collectively, the Event of Default Redemption Notices, the Equity Line/ATM Mandatory Redemption Notices and

the Company Optional Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”

“Redemption

Premium” means 125%.

“Redemption

Prices” means, collectively, Event of Default Redemption Prices, the Equity Line/ATM Mandatory Redemption Prices and the Company

Optional Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”

“SEC”

means the United States Securities and Exchange Commission or the successor thereto.

“Subsequent

Placement” means any direct, or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposal

of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security

or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under

Rule 405 promulgated under the 1933 Act), any Convertible Securities, any debt, any preferred stock or any purchase rights) by the Company

or any of its Subsidiaries.

“Subsidiaries”

means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar

interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person, and

each of the foregoing, is individually referred to herein as a “Subsidiary.”

“Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

“Successor

Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental

Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been

entered into.

DISCLOSURE.

Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of

this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public

information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business

Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form

8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company

or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt

of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the

Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the

notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries.

ABSENCE

OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company

and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company,

may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

[signature

page follows]

WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.

COMPANY, on behalf of itself and each

of its Subsidiaries:

ADITXT, INC.

By:

Name:

Amro

Albanna

Title:

CEO

Agreed

and Accepted as of this 10th of April, 2026

by:

HOLDER:

By:

Name:

Title:

Manager

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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