Form 8-K

8-K — NEXGEL, INC.

Accession: 0001493152-26-018302

Filed: 2026-04-21

Period: 2026-04-17

CIK: 0001468929

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

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

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-10.1 (ex10-1.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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2026-04-17

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2026-04-17

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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 17, 2026

NEXGEL,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41173

26-4042544

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2150

Cabot Boulevard West, Suite B

Langhorne,

Pennsylvania

19047

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (215) 702-8550

(Former

name or former address, if changed since last report)

Not

Applicable

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

NXGL

The

Nasdaq Capital Market LLC

Warrants

to Purchase Common Stock

NXGLW

The

Nasdaq Capital Market LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item

1.01 Entry into a Material Definitive Agreement.

Amendment

No. 1 to Asset Purchase and Exclusive License Agreement

previously disclosed, on March 6, 2026, NexGel, Inc. (the “Company”) entered into an Asset Purchase and Exclusive

License Agreement (the “Original License Agreement”) with Celularity Inc. (“Celularity”),

pursuant to which Celularity agreed to grant to the Company an exclusive license to Celularity’s commercial-stage regenerative

biomaterials portfolio and certain development-stage programs, and agreed to sell to the Company assets related to the portfolio (collectively,

the “Business”). On April 17, 2026, the Company and Celularity entered into Amendment No. 1 to the Original

License Agreement (the “Amendment” and, together with the Original License Agreement, the “License

Agreement”).

The

Amendment modified the consideration payable by the Company for the Business. Pursuant to the Amendment, in full consideration for the

grant of rights and the transfer of assets contemplated by the License Agreement, the Company agreed to pay or deliver to Celularity

aggregate consideration in the amount of $13,300,000, consisting of (i) an upfront cash payment of $8,300,000, paid on the Transaction

Commencement Date (as defined in the License Agreement) in accordance with the flow of funds memorandum agreed by the parties, and (ii)

a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000 (the “Celularity

Note”). The Celularity Note was issued on the Transaction Commencement Date and has terms identical to those of the Notes

(as defined below) issued to investors in the private placement described below under “Securities Purchase Agreement,” including

a conversion price of $0.60 per share (subject to adjustment and reset as described below), an interest rate of 10% per annum, and a

maturity date that is eighteen (18) months following the issuance date. The Celularity Note ranks pari passu with the Notes.

The

Amendment also (i) provided that the Sales Rep Obligations (as defined in the License Agreement) would be assumed by the Company as of

the Transaction Commencement Date, pursuant to a separate assumption of liabilities agreement entered into between the Company and Celularity

on April 17, 2026, (ii) modified the first milestone payment under Section 4.3.1 of the License Agreement such that the $2,500,000 milestone

payment is payable upon the earlier of (a) the achievement of $25,000,000 in Net Sales (as defined in the License Agreement) or (b) the

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

achieved as of such date, (iii) deleted the Product Purchase Credit and all provisions relating to any holdback amount, deferred consideration

or contingent payment mechanism, and (iv) extended the outside date under Section 9.2.3 of the License Agreement from April 15, 2026

to April 30, 2026. The remaining up to $17,500,000 of milestone payments under the License Agreement remains in full force and effect,

unchanged by the Amendment.

The

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

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

Original License Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities

and Exchange Commission (the “SEC”) on March 10, 2026 and is incorporated herein by reference. Portions of

the Amendment have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because such information (i) is not material

and (ii) is the type that the Company treats as private or confidential.

Securities

Purchase Agreement

April 17, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain

accredited investors (the “Buyers”), pursuant to which the Company issued and sold to the Buyers (i) unsecured

convertible promissory notes in the aggregate original principal amount of $6,900,000 (the “Notes”) and (ii)

warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),

exercisable for an aggregate of 5,750,000 shares of Common Stock (the “Warrants”), in a private placement (the

“Offering”) for aggregate gross proceeds to the Company of $6,900,000. The Company has executed commitments

to raise up to an additional $475,000 of Notes and Warrants on the same terms through one or more subsequent closings not to occur

later than April 24, 2026.

addition, on April 17, 2026 and in connection with the Offering, certain sales representatives of Celularity whose obligations were assumed

by the Company as part of the License Agreement agreed to convert approximately $500,000 of such assumed Sales Rep Obligations

into Notes and Warrants issued on identical terms to those issued in the Offering.

The

Notes bear interest at a rate of 10% per annum, payable quarterly in cash (or, at the election of the holder, in shares of Common Stock

valued at the then-applicable Conversion Price (as defined below)), and mature on the date that is eighteen (18) months following the

issuance date. Upon the occurrence and during the continuance of an Event of Default (as defined in the Notes), interest accrues at the

lesser of 18% per annum or the maximum rate permitted by law. The Notes are convertible, at the option of the holder, into shares of

Common Stock at an initial conversion price of $0.60 per share (the “Conversion Price”), subject to customary

adjustments for stock splits, stock dividends, recapitalizations and similar events, as well as full-ratchet anti-dilution adjustments

in the event of certain dilutive issuances. On the date that is twelve (12) months following the issuance date and on the maturity date,

the Conversion Price will automatically adjust to the lower of (i) the then-applicable Conversion Price or (ii) the arithmetic average

of the volume-weighted average prices of the Common Stock for each of the five (5) trading days immediately preceding the applicable

measurement date.

Each

holder of a Note with an aggregate purchase price of at least $1,000,000 (a “Qualified Buyer”) has the right,

but not the obligation, to purchase additional Notes on the same terms and conditions as the Notes in an aggregate principal amount equal

to the initial principal amount of Notes purchased by such Qualified Buyer at closing, in two equal tranches, on the six-month and nine-month

anniversaries of the closing date. If a Qualified Buyer commits to purchase additional Notes but elects not to purchase any portion

of such additional Notes in either tranche, the outstanding principal amount of such Qualified Buyer’s initial Note will

be automatically reduced, on a dollar-for-dollar basis, by the unfunded amount, effective as of the applicable tranche funding date.

One Qualified Buyer purchased additional Notes with an aggregate purchase price of $1,000,000 pursuant to the terms described

above.

The

Notes contain customary events of default. Upon the occurrence of an Event of Default, the Notes may become immediately due and payable

at an amount equal to 105% of the then-outstanding principal amount plus accrued and unpaid interest (including default interest) and

other amounts due thereunder. The Company has the right to prepay the Notes, in whole or in part, with the written consent of the holder,

at a prepayment price equal to 110% of the principal amount and interest being prepaid. The Notes also include provisions requiring the

Company, upon receipt of cash proceeds from certain financing transactions, to offer to apply up to 20% of such net proceeds to the repayment

of the Notes on a pro rata basis.

Each

Warrant has an exercise price of $0.80 per share, subject to customary adjustments for stock splits, stock dividends, recapitalizations

and similar events, and expires on the five-year anniversary of its issuance date. The Warrants may be exercised on a cashless basis

if, at the time of exercise, there is no effective registration statement covering the resale of the shares of Common Stock issuable

upon exercise of the Warrants (the “Warrant Shares”). The Warrants were issued as additional consideration

for the purchase of the Notes, and each Buyer received Warrants to purchase a number of Warrant Shares equal to fifty percent (50%) of

the number of shares of Common Stock underlying the principal amount of the Notes purchased by such Buyer.

Neither

the Notes nor the Warrants may be converted or exercised, as applicable, to the extent that such conversion or exercise would cause the

holder, together with its affiliates and other attribution parties, to beneficially own more than 4.99% of the Company’s outstanding

shares of Common Stock (which beneficial ownership limitation may be increased or decreased by the holder upon 61 days’ prior written

notice to the Company, but in no event to an amount exceeding 9.99%). In addition, the aggregate number of shares of Common Stock issuable

upon conversion of all Notes (including the Celularity Note) and exercise of all Warrants issued pursuant to the Purchase Agreement is

subject to a cap of 19.99% of the number of shares of Common Stock outstanding as of the issuance date (the “Exchange Cap”),

unless and until the Company has obtained the approval of its stockholders for the issuance of Common Stock in excess of the Exchange

Cap in accordance with the applicable rules of The Nasdaq Stock Market LLC (“Stockholder Approval”). The Company

has agreed in the Purchase Agreement to seek Stockholder Approval at a meeting of stockholders to be held no later than sixty (60) days

following the closing date, and, if Stockholder Approval is not obtained at such meeting, to call additional stockholder meetings every

sixty (60) days thereafter until Stockholder Approval is obtained.

The

Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties, including

(i) a right of first refusal in favor of the Buyers with respect to certain subsequent placements of the Company’s securities,

(ii) a prohibition on the Company’s entry into any “variable rate transaction” (as defined in the Purchase Agreement)

while the Notes remain outstanding above a specified threshold, (iii) a most-favored-nations provision, and (iv) restrictions on the

use of proceeds. The Company intends to use the net proceeds of the Offering for business development, general working capital, and for

payment of a portion of the upfront license fee payable to Celularity pursuant to the License Agreement.

connection with the Offering, on April 17, 2026, the Company and the Buyers also entered into a Registration Rights Agreement (the “Registration

Rights Agreement”), pursuant to which the Company agreed to file with the SEC, no later than seventy-five (75) calendar

days following the closing date, a registration statement covering the resale of the shares of Common Stock issuable upon conversion

of the Notes and exercise of the Warrants, and to use its reasonable best efforts to have such registration statement declared effective

by the SEC no later than one hundred fifty (150) calendar days following the initial filing date. The Registration Rights Agreement also

contains customary indemnification provisions and provides for contribution in the event that indemnification is unavailable.

Alere

Financial Partners, a division of Cova Capital Partners, LLC acted as placement agents in connection with the Offering.

The

foregoing descriptions of the Purchase Agreement, the Notes, the Warrants and the Registration Rights Agreement do not purport to be

complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Note, the form

of Warrant and the form of Registration Rights Agreement, copies of which are filed as Exhibits 10.3, 4.1, 4.2 and 10.4, respectively,

to this Current Report on Form 8-K and are incorporated herein by reference.

Item

2.01 Completion of Acquisition or Disposition of Assets.

April 17, 2026, the Company completed the transactions contemplated by the License Agreement, pursuant to which the Company acquired

an exclusive license to the Business, on the terms described under Item 1.01 of this Current Report on Form 8-K, which description is

incorporated herein by reference. A description of the Business and the terms of the License Agreement was previously disclosed in the

Company’s Current Report on Form 8-K filed with the SEC on March 10, 2026, which is incorporated herein by reference.

Item

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

The

information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Notes and the Celularity Note is incorporated

herein by reference. The Company incurred the obligations under the Notes and the Celularity Note upon the closing of the Offering and

the License Agreement on April 17, 2026.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Notes, the Warrants and

the Celularity Note is incorporated herein by reference. The Notes, the Warrants, the shares of Common Stock issuable upon conversion

of the Notes, the Warrant Shares and the Celularity Note (collectively, the “Securities”) were offered and

sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities

Act”), afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as transactions

by an issuer not involving any public offering. Each Buyer represented that it is an “accredited investor” as defined in

Rule 501(a) of Regulation D and that it was acquiring the applicable Securities for its own account and not with a view toward, or for

resale in connection with, the public sale or distribution thereof. The Securities were offered and sold without any form of general

solicitation or general advertising, and the certificates or book-entry statements representing the Securities were or will be issued

bearing restrictive legends. The Company relied, in part, on the representations and warranties of the Buyers contained in the Purchase

Agreement, and of Celularity in the License Agreement, in order to determine the availability of such exemption.

the $6,900,000 of gross proceeds from the Offering, $125,000 was purchased by affiliates of the Company, consisting of three members

of the Company’s Board of Directors and two executive officers of the Company, each of whom invested $25,000 in the Offering on

the same terms and conditions as the unaffiliated Buyers.

Item

8.01 Other Events.

April 21, 2026, the Company issued a press release announcing the closing of the transactions contemplated by the License Agreement

and the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

Item

9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

The

financial statements required by Item 9.01(a) of Form 8-K are not being filed herewith. The Company will file such financial statements

by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date on which this Current Report

on Form 8-K is required to be filed.

(b)

Pro Forma Financial Information.

The

pro forma financial information required by Item 9.01(b) of Form 8-K is not being filed herewith. The Company will file such pro forma

financial information by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date on

which this Current Report on Form 8-K is required to be filed.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Form of Convertible Promissory Note.

4.2

Form of Common Stock Purchase Warrant.

10.1

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

10.2

Asset Purchase and Exclusive License Agreement, dated as of March 6, 2026, by and between NexGel, Inc. and Celularity Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2026).

10.3*

Form of Securities Purchase Agreement, dated as of April 17, 2026, by and among NexGel, Inc. and the Buyers named therein.

10.4

Form of Registration Rights Agreement, dated as of April 17, 2026, by and among NexGel, Inc. and the Buyers named therein.

99.1

Press

Release, dated April 21, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information (i) is

not material and (ii) is the type that the Company treats as private or confidential. The Company hereby agrees to furnish supplementally

an unredacted copy of the exhibit to the SEC upon its request.

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

Date:

April 21, 2026

NEXGEL,

INC.

By:

/s/

Adam Levy

Adam

Levy

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES 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 (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),

IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A

OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal

Amount: $[____]

Issue

Date: April [__], 2026

Purchase

Price: $[____]

CONVERTIBLE

PROMISSORY NOTE

FOR

VALUE RECEIVED, NEXGEL, INC., a Delaware corporation (hereinafter called the “Borrower” or the “Company”),

hereby promises to pay to the order of [________________], or its registered assigns (the “Holder”), in the form of

lawful money of the United States of America, the principal sum of $[____________] (subject to adjustment herein) (the “Principal

Amount”) and to pay interest on the unpaid Principal Amount hereof at the rate of ten percent (10%) (the “Interest Rate”)

per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration

or by prepayment or otherwise, as further provided herein. The maturity date shall be eighteen (18) months from the Issue Date (the “Maturity

Date”), and is the date upon which the Principal Amount as well as any accrued and unpaid interest and other fees, shall be due

and payable.

This

Note may be prepaid or repaid in whole or in part as set forth herein.

Any

Principal Amount or interest on the Notes which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent

(18%) per annum or (ii) the maximum amount permitted by law from the due date thereof until the same is paid (the “Default Interest”).

The Interest Rate and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

Interest

hereunder shall be due on a quarterly basis (each an “Interest Date”) on each of March 31, June 30 and September 30 and December

31 of each year, commencing on September 30, 2026 and shall be payable in cash except as set forth herein. A Holder may deliver a written

notice (each, an “Interest Election Notice”) to the Company on or prior to the tenth (10th) Trading Day immediately

prior to the applicable Interest Date which notice elects to have the Holder paid all or a portion of the interest due for Interest Date

in shares of Common Stock based on the then current Conversion Price (as defined below) (the “Interest Shares”). Any Interest

Shares shall be issued and delivered to the Holder in accordance with the terms of this Note.

All

payments due hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common

Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall

be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of

the Notes. Whenever any amount expressed to be due by the terms of the Notes 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.

Each

capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase

Agreement, dated as of April [__], 2026, pursuant to which the Notes was originally issued (the “Purchase Agreement”). As

used in the Notes, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial

banks in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term

“Trading Day” means any day that a Principal Market (as defined in the Purchase Agreement) is open for trading.

This

Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive

rights or other similar rights of shareholders of the Borrower other than as shall have been waived, and will not impose personal liability

upon the holder thereof.

The

following terms shall also apply to the Notes:

ARTICLE

I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right, at any time on or following the Issue Date, to convert all or any portion of

the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares

of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into

which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided

herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein, the a Holder

shall not have the right to convert any portion of the Notes, pursuant to Section 1 or otherwise, to the extent that after giving effect

to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates

(the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s

Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation

(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and

Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Notes with respect to which such

determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the

remaining, nonconverted portion of the Notes beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)

exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion

or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that

the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any

group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may

rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including the Notes, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be

4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder; however, by written

notice to the Company, the Holder may increase (or subsequently decrease) the Beneficial Ownership Limitation to any other percentage

specified in such notice, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered

to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of the Notes.

“Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation,

a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations

contained in this paragraph shall apply to a successor holder of the Notes. The number of Conversion Shares to be issued upon each conversion

of the Notes shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect

on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),

delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice

of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the

Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion

Date”). The term “Conversion Amount” means, with respect to any conversion of the Notes, the sum of (1) the Principal

Amount of the Notes to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if

any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest,

if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). The Holder covenants and agrees that it will

not, directly or indirectly, effect or agree to effect any “short sale” (as defined in Rule 200 under Regulation SHO of the

Exchange Act) of the Common Stock which establishes a net short position with respect to the Common Stock. Notwithstanding anything to

the contrary contained in this Note, the Holder shall not be entitled to convert any portion of this Note, and the Company shall not

issue any shares of Common Stock upon conversion, to the extent that such issuance under all of the Notes and the Warrants issued pursuant

to the Purchase Agreement would exceed 19.99% of the number of shares of Common Stock outstanding as of the Issue Date (the “Exchange

Cap”), unless and until the Company obtains Stockholder Approval of the transactions contemplated by the Purchase Agreement and

this Note in accordance with the rules and regulations of the Principal Market. Any portion of the Conversion Amount that cannot be converted

due to the Exchange Cap shall remain outstanding and continue to accrue interest in accordance with this Note until such time as conversion

is permitted.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default

Interest) under the Notes shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal

$0.60, subject to adjustment as set forth herein. As of a date that is twelve (12) months from the Issuance Date and the Maturity

Date, the Conversion Price shall automatically be adjusted to the lower of (i) the then current Conversion Price or (ii) the arithmetic

average of VWAPs (as defined below) of the Common Stock for each of the five (5) Trading Days immediately preceding the applicable measuring

date. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock,

then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion

Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional

amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion

to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the

par value price. The Conversion Price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the

Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization,

reclassifications, extraordinary distributions and similar events. Additionally, The Borrower shall reimburse to Holder actual out-of-pocket

fees to cover Holder’s fees associated with each Notice of Conversion so long as such Notice of Conversion relates to a number

of shares of Common Stock which equals or exceeds 50,000.

For

the purposes of Section 1.2(a) above, “VWAP” means, for any security as of any date, the dollar volume-weighted average price

for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on

the principal securities exchange or securities market on which such security is then traded), during the period beginning at 9:30 a.m.,

New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30

start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the

over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and

ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security

by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers

for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices).

If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date

shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree

upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 26. All

such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other

similar transaction during such period.

1.3

Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will

reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the

issuance of a number of Conversion Shares equal to the number of Conversion Shares issuable upon the full conversion of the Notes (assuming

no payment of Principal Amount or interest) at the time of such calculation (taking into consideration any adjustments to the Conversion

Price as provided in the Notes) multiplied by (ii) three (3) (the “Reserved Amount”). The Borrower represents that

upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that

it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion

Shares issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of the Notes shall constitute full authority

to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to electronically issue

shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be

issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of the Notes.

If,

at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default (as defined in the Notes) under

the Notes unless the Borrower causes its transfer agent to increase the amount of the reserved Common Stock to the Reserved Amount within

five business days’ written notice by the Holder to the Borrower of such deficiency.

1.4

Method of Conversion.

(a)

Mechanics of Conversion. This Note may be converted by the Holder in whole or in part, at any time on or following the Issue Date,

by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means

of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time). Any Notice of Conversion submitted

after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received on the next Trading Day.

(b)

Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of the Notes in

accordance with the terms hereof, the Holder shall not be required to physically surrender the Notes to the Borrower unless the entire

unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted

and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to

require physical surrender of the Notes upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower

shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion

of the Notes is converted as aforesaid, the Holder may not transfer the Notes unless the Holder first physically surrenders the Notes

to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered

as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining

unpaid Principal Amount of the Notes. The Holder and any assignee, by acceptance of the Notes, acknowledge and agree that, by reason

of the provisions of this paragraph, following conversion of a portion of the Notes, the unpaid and unconverted Principal Amount of the

Notes represented by the Notes may be less than the amount stated on the face hereof.

(c)

Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in

the issue and delivery of shares of Common Stock or other securities or property on conversion of the Notes in a name other than that

of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or

property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held

for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have

established to the satisfaction of the Borrower that such tax has been paid.

(d)

Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or

other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section

1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the

Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within three (3)

Trading Days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal Amount

and interest (including any Default Interest) under the Notes, surrender of the Notes). If the Company shall fail for any reason or for

no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the Holder

is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s balance

account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion

of the Notes (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall

pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 1.0% of the product of

(A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled

and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company

could have issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice

to the Company, may void its Notice of Conversion with respect to, and retain or have returned, as the case may be, any portion of the

Notes that has not been converted pursuant to such Notice of Conversion; provided that the voiding of an Notice of Conversion shall not

affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing,

if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion Shares

on the Company’s share register or credit the Holder’s balance account with DTC for the number of Conversion Shares to which

the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii)

below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to

deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving

from the Company, then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion,

either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and

other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),

at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s

balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a

certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to

the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock,

times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue

any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to

electronically deliver such Conversion Shares) upon the conversion of the Notes as required pursuant to the terms hereof.

(e)

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or

Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion,

the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under the Notes shall

be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect

to the portion of the Notes being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,

cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,

the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of

the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any

action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against

any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the

holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of

any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower

to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date

so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York

time, on such date.

(f)

Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion

Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions

contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically

transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker

with DTC through its Deposit Withdrawal Agent Commission system.

1.5

Concerning the Shares. The Conversion Shares issuable upon conversion of the Notes may not be sold or transferred unless (i) such

shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have

been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to

the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (to the

extent the Conversion Shares are eligible to be sold pursuant to an exemption) or (iii) such shares are sold or transferred pursuant

to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred to an “affiliate”

(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5

and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and

subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under the 1933 Act

or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the

number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that has not

been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or

an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES 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 (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),

IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A,

REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The

legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares

without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery

by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a)

such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be

sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities

as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated

by and in accordance with Section 4(n) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares

may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.

The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees

to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance

with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided

by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,

Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation

S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under the Notes.

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially

all of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other

Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) unless otherwise waived, be deemed to be

an Event of Default pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition

to such transaction an amount equal to the Default Amount (defined in Section 3.20) or (ii) be treated pursuant to Section 1.6(b) hereof.

“Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity

or organization.

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time when the Notes is issued and outstanding and prior to conversion

of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar

event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of

another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially

all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of the

Notes shall thereafter have the right to receive upon conversion of the Notes, upon the basis and upon the terms and conditions specified

herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which

the Holder would have been entitled to receive in such transaction had the Notes been converted in full immediately prior to such transaction

(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect

to the rights and interests of the Holder of the Notes to the end that the provisions hereof (including, without limitation, provisions

for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,

as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower

shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least

thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special

meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of

shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to

convert the Notes) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations

of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c)

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its

assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend

or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary

(i.e., a spin-off)) (a “Distribution”), then the Holder of the Notes shall be entitled, upon any conversion of the Notes

after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would

have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder

of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d)

Purchase Rights. If, at any time when all or any portion of the Notes is issued and outstanding, the Borrower issues any convertible

securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record

holders of any class of Common Stock, then the Holder of the Notes will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock

acquirable upon complete conversion of the Notes (without regard to any limitations on conversion contained herein) immediately before

the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date

as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e)

Dilutive Issuance. If the Borrower, at any time while the Notes or any amounts due hereunder are outstanding, issues, sells or

grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right

to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option

to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person

or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of the Notes, and any convertible

notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than

the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive

Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by

operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,

options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective

price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion

Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal

to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example,

and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction),

and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that

is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading

prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price

(including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common

Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion

Price. Notwithstanding the foregoing, no adjustment will be made under this Section 1.6(e) in respect of an Exempt Issuance. In the event

of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated

as if all such securities were issued at the initial closing. The Company’s obligations under this Section 1.6(e) shall terminate

with no further action required by the Company, the Placement Agent or the Holder on the Post Lock-Up Termination Date (as defined in

the Purchase Agreement), so long as the Company’s common stock is listed for trading on the NASDAQ Stock Market, the New York Stock

Exchange, the NYSE American, or any other national securities exchange on the Post Lock-Up Termination Date. For the avoidance of doubt,

any adjustments that have occurred under this Section 1.6(e) prior to the termination of this Section 1.6(e) shall remain in full force

and effect at all times, including after the Company’s obligations under this Section 1.6(e).

“Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the

Company pursuant to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee

members of the Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for

such purpose in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger,

consolidation, acquisition or similar business combination approved by a majority of the disinterested directors of the Company, provided

that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries,

an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company

additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities

primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (c) securities issued

pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial

institution approved by a majority of the disinterested directors of the Company; or (d) securities issued with respect to which the

Holder waives its rights in writing under this Section 1.6(e).

(f)

Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events

described in this Section 1.6, the Borrower shall, at its expense and within three (3) Trading Days after the occurrence of each respective

adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate

setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock

and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed

facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant

transaction documents) that evidences the adjustment or readjustment. The Borrower shall, within three (3) Trading Days after each written

request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion Price in effect at such time based

upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property which at

the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based,

and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment.

1.7

[Reserved.]

1.8

Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other

than the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion

of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights

as a Holder of such converted portion of the Notes shall cease and terminate, excepting only the right to receive certificates for such

shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure

by the Borrower to comply with the terms of the Notes. Notwithstanding the foregoing, if a Holder has not received certificates for all

shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any

portion of the Notes for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so

notifying the Borrower) the Holder shall regain the rights of a Holder of the Notes with respect to such unconverted portions of the

Notes and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered,

adjust its records to reflect that such portion of the Notes has not been converted. In all cases, the Holder shall retain all of its

rights and remedies for the Borrower’s failure to convert the Notes.

1.9

Prepayment. At any time after the Issue Date and with the written consent of the Holder, the Borrower shall have the right, exercisable

on three (3) Trading Days prior written notice to the Holder of the Note to request from the Holder the right to prepay all or a portion

of the outstanding Principal Amount and interest then due under the Notes in accordance with this Section 1.9. Any notice of prepayment

hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and

shall state: (1) that the Borrower is exercising its right to prepay all or a portion of the Note, and (2) the date of prepayment which

shall be three (3) Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder

shall have the right to accept or reject, in its sole discretion, all or any portion of the prepayment set forth in the Optional Prepayment

Notice . On the Optional Prepayment Date, the Borrower shall make payment of the amounts, if any, agreed to by the Holder as specified

by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.9,

the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) the Prepayment Factor (as defined below)

multiplied by the Principal Amount and interest being prepaid. The “Prepayment Factor” shall mean 110%.

1.10

Repayment from Financing Proceeds. If, at any time after the Issue Date and prior to the full repayment or full conversion of

all amounts owed under this Note, the Company receives cash proceeds from a Financing Transaction (as defined below), the Borrower shall,

within four (4) Trading Days of Borrower’s receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following

which the Holder shall have the right in its sole discretion and on a pro rata basis with the other Holders of the Notes issued pursuant

to the Purchase Agreement to require the Borrower to immediately apply up to 20% of such net proceeds received from a Financing Transaction

to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note.

A “Financing Transaction” means any transaction or series of related transactions pursuant to which the Company issues or

sells any equity securities, debt securities (including convertible or exchangeable securities) or any securities exercisable for or

convertible into equity or debt securities, in each cash for cash consideration, including any equity line, at-the-marketing sales agreement,

SAFE, cash warrant exercise, registered direct offering, PIPE, private placement, or public offering.

1.11

Required Conversion. At any time after the Issuer Date and so long as there is no existing Event of Default, if the closing price

of the Company’s Common Stock equals or exceeds one hundred fifty percent (150%) of the then applicable Conversion Price for at

least fifteen (15) Trading Days (not necessarily consecutive) during any twenty (20) Trading Day period, the Company may require the

Holder by providing written notice (including email) to the Holder, and the Holder is required to comply, to submit a Notice of Conversion

within three (3) Trading Days after such event occurs for a number of shares of Common Stock equal to the maximum number of shares of

Common Stock allowable under the limitations set forth in Section 1.1 above. For purposes of this Section 1.11, “closing price”

shall mean the closing sale price of the Common Stock as reported on the Principal Market.

ARTICLE

II. CERTAIN COVENANTS

2.1

[Reserved.]

2.2

Other Indebtedness. So long as the Borrower shall have obligations under the Notes which equal or exceed the Principal Amount

Threshold, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee

any indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder

(except as set forth in Section 2.1 above), including but not limited to (a) all indebtedness of the Borrower for borrowed money or for

the deferred purchase price of property or services, including any type of letters of credit, (b) all obligations of the Borrower evidenced

by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance

the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price

of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a)

through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in

clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for

which the holder of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any lien or encumbrance

on property (including accounts and contract rights) owned by the Borrower, whether or not the Borrower has assumed or become liable

for the payment of such obligation; provided, however, the terms of this Section 2.2 shall not apply in the event any indebtedness described

above so long as the proceeds of such transaction are used to prepay the Notes in its entirety as described in Section 1.9 above within

three (3) business days after the closing of such transaction.

2.3

Distributions on Capital Stock. So long as the Borrower shall have obligations under the Notes which equal or exceed the Principal

Amount Threshold, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any

dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares

of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make

any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights

plan which is approved by a majority of the Borrower’s disinterested directors.

2.4

[Reserved.]

2.5

Sale of Assets. So long as the Borrower shall have obligations under the Notes which equal or exceed the Principal Amount Threshold,

the Borrower shall not, without the Holder’s written consent, sell, divest, lease or otherwise dispose of any significant portion

of its assets outside the ordinary course of business. Any consent by Holder to the disposition of any assets may be conditioned on a

specified use of the proceeds of disposition; provided, however, the terms of this Section 2.5 shall not apply in the event any indebtedness

described above so long as the proceeds of such transaction are used to prepay the Notes in its entirety as described in Section 1.9

above within three (3) business days after the closing of such transaction.

2.6

Advances and Loans; Affiliate Transactions. So long as the Borrower shall have obligations under the Notes which equal or exceed

the Principal Amount Threshold, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances

to or enter into any transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors,

employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue

Date and which the Borrower has informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third

parties, made in the ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000.

So long as the Borrower shall have any obligation under the Notes, the Borrower shall not, without the Holder’s written consent,

repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such

party.

2.7

Section 3(a)(9) or 3(a)(10) Transaction. So long as the Borrower shall have obligations under the Notes which equal or exceed

the Principal Amount Threshold, the Borrower shall not enter into any transaction or arrangement structured in accordance with, based

upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”)

or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Borrower does enter into, or

makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated

damages charge of 25% of the outstanding principal balance of the Notes, but not less than $25,000, will be assessed and will become

immediately due and payable to the Holder at its election in the form of a cash payment or added to the balance of the Notes (under Holder’s

and Borrower’s expectation that this amount will tack back to the Issue Date).

2.8

Preservation of Business and Existence, etc. So long as the Borrower shall have obligations under the Notes which equal or exceed

the Principal Amount Threshold, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business;

(b) enter into any Variable Rate Transaction; or (c) enter into any merchant cash advance transactions. In addition, so long as the Borrower

shall have any obligation under the Notes, the Borrower 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 (other than dormant Subsidiaries

that have no or minimum assets) 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.

2.9

Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles

of Incorporation or 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 the Notes, and will at all times in good faith carry out all the provisions of the Notes and take all action as may be required to

protect the rights of the Holder.

2.10

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 the Notes, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder

to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of the Notes, the Company shall execute

and deliver to the Holder a new Note.

ARTICLE

III. EVENTS OF DEFAULT

shall be considered an event of default if any of the following events listed in this Article III shall occur and shall have not been

cured within three (3) business days of written notice by the Holder to the Borrower of such event of default (if such event of default

is able to be cured) (each, an “Event of Default”), provided, however, that such three (3) business day cure period shall

not apply to any Event of Default under Sections 3.1 or 3.2:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on the

Notes, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of the Notes.

3.2

Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing

that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with

the terms of the Notes, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)

any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to the Notes as and when required

by the Notes, (iii) fails to reserve the Reserved Amount at all times (subject to a five business day cure period beginning on the date

that written notice of such deficiency is given by the Holder to the Borrower), (iv) the Borrower directs its transfer agent not to transfer

or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate

for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to the Notes as and when required by the Notes,

or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)

any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares

issued to the Holder upon conversion of or otherwise pursuant to the Notes as and when required by the Notes (or makes any written announcement,

statement or threat that it does not intend to honor the obligations described in this paragraph) except for the exceptions contained

in the Notes and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations

shall not be rescinded in writing) for three (3) Trading Days after the Holder shall have delivered a Notice of Conversion, and/or (v)

fails to remain current in its obligations to its transfer agent (including but not limited to payment obligations to its transfer agent).

It shall be an Event of Default of the Notes, if a conversion of the Notes is delayed, hindered or frustrated due to a balance owed by

the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent

in order to process a conversion, such advanced funds shall be added to the principal balance of the Note.

3.3

Breach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the

Purchase Agreement, the Notes, Warrants (as defined in the Purchase Agreement) (the “Warrants”), Registration Rights Agreement

(as defined in the Purchase Agreement) (the “Registration Rights Agreement”), or in any agreement, statement or certificate

given in writing pursuant hereto or in connection herewith or therewith.

3.4

Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, the Notes,

Warrants, Registration Rights Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection

herewith or therewith shall be false or misleading in any material respect when made.

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or

apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such

a receiver or trustee shall otherwise be appointed.

3.6

Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the

Borrower or any of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period

of sixty (60) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,

for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary

of the Borrower which such proceedings the Borrower has not caused to be dismissed within sixty (60) calendar days of such filing date.

3.8

Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements

of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

3.9

Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10

Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its

debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going

concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11

Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property

or other assets which are necessary to conduct its business (whether now or in the future).

3.12

Financial Statement Restatement. The material restatement of any financial statements filed by the Borrower with the SEC for any

date or period from two years prior to the Issue Date of the Notes and until the Notes is no longer outstanding.

3.13

[Reserved.]

3.14

Cross-Default. The declaration of an event of default by any lender or other extender of credit to the Company under any notes,

loans, agreements or other instruments of the Company evidencing any indebtedness of the Company in excess of $100,000 (including those

filed as exhibits to or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure or

grace periods.

3.15

Variable Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date subject

to the terms of the Purchase Agreement.

3.16

Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or

any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public

information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s

filing of a Form 8-K pursuant to Regulation FD on that same date.

3.17

Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder

is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s

brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion

of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon

deposit such shares into the Holder’s brokerage account.

3.18

Delisting, Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the date on which the Borrower’s

Common Stock becomes listed, quoted and/or begins trading on a Principal Market, the Borrower’s Common Stock (i) is suspended from

trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on the OTCQB, OTCQX, any tier of the NASDAQ

Stock Market, the New York Stock Exchange, or the NYSE American.

3.19

Failure to File Registration Statement. The Borrower fails to comply with the provisions of the Registration Rights Agreement

in all material respects.

3.19

Rights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, the Notes

shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,

an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full

repayment multiplied by 105% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal

fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower.

Holder may, in its sole discretion, determine to accept payment part in Common Stock and part in cash. For purposes of payments in Common

Stock, the conversion formula set forth in Section 1.2 shall apply as well as all other provisions of the Notes. The Holder shall be

entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE

IV. MISCELLANEOUS

4.1

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 privileges. All rights and remedies of the Holder existing hereunder

are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted

by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified

most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective

(a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine,

at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),

or the first business day following such delivery (if delivered other than on a business day during normal business hours where such

notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,

addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications

shall be:

to the Borrower, to:

NEXGEL,

INC.

2150

Cabot Blvd West, Suite B

Langhorne,

PA 19047

Attention:

Adam Levy

e-mail:

alevy@nexgel.com

to the Holder:

The

address set forth on the Schedule of Buyers to the Purchase Agreement

4.3

Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the

Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally

executed, or if later amended or supplemented, then as so amended or supplemented.

4.4

Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit

of the Holder and its successors and assigns. The Borrower shall not assign the Notes or any rights or obligations hereunder without

the prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined

in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined

under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in the Notes to the contrary, the Notes may be pledged

as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance

of the Notes, acknowledge and agree that following conversion of a portion of the Notes, the unpaid and unconverted principal amount

of the Notes represented by the Notes may be less than the amount stated on the face hereof.

4.5

Cost of Collection. If default is made in the payment of the Notes, the Borrower shall pay the Holder hereof costs of collection,

including reasonable attorneys’ fees.

4.6

Governing Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State

of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions

contemplated by the Notes or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the

state courts located in the State of New York or federal courts located in the State of New York. The Borrower hereby irrevocably waives

any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction

or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, 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 TRANSACTIONS

CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service of process and consents to process being served in any

suit, action or proceeding in connection with the Notes or any other agreement, certificate, instrument or document contemplated hereby

or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party

at the address in effect for notices to it under the Notes and agrees that such service shall constitute good and sufficient service

of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner

permitted by law. The prevailing party in any action or dispute brought in connection with this the Note or any other agreement, certificate,

instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s

fees and costs.

4.7

Certain Amounts. Whenever pursuant to the Notes the Borrower is required to pay an amount in excess of the outstanding Principal

Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest,

the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on the Notes may be difficult

to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate

the Holder in part for loss of the opportunity to convert the Notes and to earn a return from the sale of shares of Common Stock acquired

upon conversion of the Notes at a price in excess of the price paid for such shares pursuant to the Notes. The Borrower and the Holder

hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt

of a cash payment without the opportunity to convert the Notes into shares of Common Stock.

4.8

Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents

entered into in connection herewith and therewith.

4.9

Notice of Corporate Events. Except as otherwise provided below, the Holder of the Notes shall have no rights as a Holder of Common

Stock unless and only to the extent that it converts the Notes into Common Stock. The Borrower shall provide the Holder with prior notification

of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the

event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive

payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,

consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other

right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed

liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior

to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier),

of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief

statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The

Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with

the notification to the Holder in accordance with the terms of this Section 4.9.

4.10

Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,

by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at

law for a breach of its obligations under the Notes will be inadequate and agrees, in the event of a breach or threatened breach by the

Borrower of the provisions of the Notes, that the Holder shall be entitled, in addition to all other available remedies at law or in

equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach

of the Notes and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without

any bond or other security being required.

4.11

Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed

against any person as the drafter hereof. The headings of the Notes are for convenience of reference and shall not form part of, or affect

the interpretation of, the Notes.

4.12

Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever

claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at

any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right

or remedy under the Notes. Notwithstanding any provision to the contrary contained in the Notes, it is expressly agreed and provided

that the total liability of the Company under the Notes for payments which under the applicable law are in the nature of interest shall

not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,

in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable

law in the nature of interest that the Company may be obligated to pay under the Notes exceed such Maximum Rate. It is agreed that if

the maximum contract rate of interest allowed by applicable law and applicable to the Notes is increased or decreased by statute or any

official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum

Rate applicable to the Notes from the effective date thereof forward, unless such application is precluded by applicable law. If under

any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness

evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be

refunded to the Company, the manner of handling such excess to be at the Holder’s election.

4.13

Severability. In the event that any provision of the Notes is invalid or unenforceable under any applicable statute or rule of

law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and

shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under

any law shall not affect the validity or enforceability of any other provision of the Notes.

4.14

Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries

of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably

believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably

believes was not similarly provided to the Holder in the Notes, then (i) the Borrower shall notify the Holder of such additional or more

favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii) such

term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower

complied with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable

to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue

discounts. .The Company’s obligations under this Section 4.14 shall terminate with no further action required by the Company, the

Placement Agent or the Holder on the Post Lock-Up Termination Date (as defined in the Purchase Agreement), so long as the Company’s

common stock is listed for trading on the NASDAQ Stock Market, the New York Stock Exchange, the NYSE American, or any other national

securities exchange on the Post Lock-Up Termination Date. For the avoidance of doubt, any adjustments that have occurred under this Section

4.14 prior to the termination of this Section 4.14 shall remain in full force and effect at all times, including after the Company’s

obligations under this Section 4.14.

4.15

Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment

amount or Default Amount, Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic

calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit

the disputed determinations or arithmetic calculations via facsimile (i) within two (2) Trading Days after receipt of the applicable

notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the

Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination

or calculation within two (2) Trading Days of such disputed determination or arithmetic calculation (as the case may be) being submitted

to the Borrower or the Holder, then the Borrower shall, within two (2) Trading Days, submit (a) the disputed determination of the Conversion

Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by

the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment

amount or Default Amount, to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower.

The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify

the Borrower and the Holder of the results no later than two (2) Trading Days from the time it receives such disputed determinations

or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent

demonstrable error.

[signature

page follows]

WITNESS WHEREOF, Borrower has caused the Notes to be signed in its name by its duly authorized officer on April [__], 2026.

NEXGEL, INC.

By:

Name:

Adam Levy

Title:

Chief Executive Officer

AGREED TO AND ACCEPTED BY:

HOLDER:

If an individual:

Name:

If an entity:

[PARTY NAME]

Name:

Title:

EXHIBIT

A — NOTICE OF CONVERSION

The

undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be

issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of NEXGEL, INC., a Delaware corporation

(the “Borrower”), according to the conditions of the convertible promissory note of the Borrower dated as of April [__],

2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer

taxes, if any.

Box

Checked as to applicable instructions:

☐

The

Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned

or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name

of DTC Prime Broker:

Account

Number:

☐

The

undersigned hereby requests that the Borrower issue a certificate or certificates for the

number of shares of Common Stock set forth below (which numbers are based on the Holder’s

calculation attached hereto)

in the name(s) specified immediately below or, if additional space is necessary, on an attachment

hereto:

Date

of Conversion:

Applicable

Conversion Price:

Number

of Shares of Common Stock to be

Issued

Pursuant to Conversion of the Note:

Amount

of Principal Balance Due remaining Under the Note after this conversion:

By:

Name:

Title:

Date:

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

NEITHER

THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

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

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

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

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

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

EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

Warrant

Shares: [_________]

Date

of Issuance: April [__], 2026 (“Issuance Date”)

This

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance

of the convertible promissory note in the principal amount of $[_________] to the Holder (as defined below) of even date) (the “Note”),

[_____________] (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject

to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase

from NEXGEL, INC., a Delaware corporation (the “Company”), [_________] shares of Common Stock (the “Warrant

Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the

Exercise Price per share then in effect during the Exercise Period (defined below). This Warrant is issued by the Company as of the date

hereof in connection with that certain Securities Purchase Agreement dated April [__], 2026, by and among the Company and the Holder

(the “Purchase Agreement”). All terms not otherwise defined herein shall have the meanings set forth in the Purchase

Agreement.

Capitalized

terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant

or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.80 per share, subject to adjustment

as provided herein (including but not limited to cashless exercise as expressly provided in this Warrant), and the term “Exercise

Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary

thereof.

1. EXERCISE OF WARRANT.

(a) Mechanics

of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part

at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the

“Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver

the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion

of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares

purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the

“Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the

Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise

Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate

Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by

wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided),

the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise

Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of

shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic

format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes

to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the

date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and

the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired

upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any exercise and

at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares

purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant

is exercised.

the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant

Share Delivery Date, then the Holder will have the right, but not the obligation, to rescind such exercise in Holder’s sole discretion

in addition to all other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event

of default under the Note, a material breach under this Warrant, and a material breach under the Purchase Agreement.

the Market Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration

statement of the Company covering the Holder’s immediate resale of the Warrant Shares at prevailing market prices (and not fixed

prices) without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise,

equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender

of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the

following formula:

= Y (A-B)

Where

X =

the

number of Shares to be issued to Holder.

the

number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

the

Market Price (at the date of such calculation).

Exercise

Price (as adjusted to the date of such calculation).

(b) No

Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant

hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining

whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance

of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction

a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this

Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent

that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with

the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any

of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial

Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned

by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with

respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon

(i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution

Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including,

without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation

contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding

sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange

Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for

any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above

shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes

of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding

shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the

case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s

transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company

shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any

case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities

of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number

of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of

shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph

shall apply to a successor holder of this Warrant. By written notice to the Company, the Holder may waive the provisions of this section

or increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice, but (i) any such waiver

or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver

or increase or decrease will apply only to the Holder and not to any other holder of Warrants. Notwithstanding anything to the contrary

contained in this Note, the Holder shall not be entitled to convert any portion of this Warrant, and the Company shall not issue any

shares of Common Stock upon conversion, to the extent that such issuance under all of the Notes and the Warrants issued pursuant to the

Purchase Agreement would exceed 19.99% of the number of shares of Common Stock outstanding as of the Issue Date (the “Exchange

Cap”), unless and until the Company obtains Stockholder Approval of the transactions contemplated by the Purchase Agreement and

this Warrant in accordance with the rules and regulations of the Principal Market.

(d) Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of this Warrant (including but not limited to Section 1(a) above pursuant to an exercise on or before the respective Warrant Share Delivery

Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s

brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which

the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within

three (3) business days of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including

brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares

that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell

order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the

Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed

rescinded) or deliver to the Holder within three (3) business days of Holder’s request the number of shares of Common Stock that

would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder

purchases, or effectuates a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000 to cover a Buy-In

with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation

of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder

shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the

Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms

hereof.

2. ADJUSTMENTS.

The Exercise Price and the number of Warrant Shares shall be adjusted from time to time if the Company at any time on or after the Issuance

Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of

Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately

reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date

combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller

number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number

of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2 shall become effective at the close of business

on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest

one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2 shall occur.

3. FUNDAMENTAL

TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another

entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company

effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange

offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders

of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders

of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other

than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of

the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable

upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number

of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise

contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise

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

in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the

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

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

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction

shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise

such warrant into Alternate Consideration.

4. NON-CIRCUMVENTION.

The Company covenants and agrees that it 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 Warrant, and will at all times in good faith carry out

all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality

of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this

Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the

Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii)

shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, three (3) times the number

of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by

this Warrant (without regard to any limitations on exercise).

5. WARRANT

HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle

the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall

be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as

a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. REISSUANCE.

(a) Lost,

Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity

or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new

Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

(b) Issuance

of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant

shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the

same as the Issuance Date.

7. TRANSFER.

This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its

successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder

may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of

the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void

if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations

inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without

the need to obtain the Company’s consent thereto.

8. NOTICES.

Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance

with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately

upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20

days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon

the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly

convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common

Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each

case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

9. AMENDMENT

AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively

or prospectively) only with the written consent of the Company and the Holder.

10. GOVERNING

LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard

to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by

this Warrant shall be brought only in the state courts located in the State of New York or federal courts located in the State of New

York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder

and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY 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

UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED

HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and

costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable

under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith

and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable

under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably

waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant

or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified

mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Purchase Agreement

and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall

be deemed to limit in any way any right to serve process in any other manner permitted by law.

11. ACCEPTANCE.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained

herein.

12. CERTAIN

DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Nasdaq” means www.Nasdaq.com.

(b)

“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on

the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate

the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii)

if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by

Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market

makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular

date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined

by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination

or other similar transaction during the applicable calculation period.

Stock” means the Company’s common stock, par value $0.001, and any other class of securities into which such securities

may hereafter be reclassified or changed.

(d) “Common

Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common

Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible

into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(e) “Person”

and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,

an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

(f) “Principal

Market” means the principal securities exchange or trading market where such Common Stock is listed or quoted, including but

not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American,

or any successor to such markets.

(g) “Market

Price” means the highest traded price of the Common Stock during the one hundred and fifty Trading Days prior to the date of

the respective Exercise Notice.

(h) “Trading

Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common

Stock is not then listed or quoted on any Principal Market, then any calendar day.

* * * * * *

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

NEXGEL, INC.

Name:

Adam

Levy

Title:

Chief

Executive Officer

EXHIBIT

EXERCISE

NOTICE

(To

be executed by the registered holder to exercise this Common Stock Purchase Warrant)

THE

UNDERSIGNED holder hereby exercises the right to purchase________________of the shares of Common Stock (“Warrant Shares”) of NEXGEL, INC.,

a Delaware corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”).

Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form

of Exercise Price. The Holder intends that payment of the Exercise Price shall be made

as (check one):

☐ a

cash exercise with respect to____________________Warrant Shares; or

☐ by

cashless exercise pursuant to the Warrant.

2. Payment

of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable

Aggregate Exercise Price in the sum of $___________________to the Company in accordance with the terms of the

Warrant.

3. Delivery

of Warrant Shares. The Company shall deliver to the holder_________________Warrant Shares in accordance

with the terms of the Warrant.

Date:

(Print

Name of Registered Holder)

By:

Name:

Title:

EXHIBIT

ASSIGNMENT

OF WARRANT

(To

be signed only upon authorized transfer of the Warrant)

FOR VALUE RECEIVED, the

undersigned hereby sells, assigns, and transfers unto __________________ the right to purchase________________shares of common stock of NEXGEL, INC., to

which the within Common Stock Purchase Warrant relates and appoints , as attorney-in-fact, to transfer said right on the books

of NEXGEL, INC. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed

to be bound in all respects by the terms and conditions of the within Warrant.

Dated:

(Signature)

(Name)

(Address)

(Social

Security or Tax Identification No.)

The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant

in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership,

trust or other entity, please indicate your position(s) and title(s) with such entity.

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

AMENDMENT

NO. 1 TO ASSET PURCHASE AND

EXCLUSIVE

LICENSE AGREEMENT

This

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

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

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

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

as the “Parties.”

Capitalized

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

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

are to such sections as amended hereby.

WHEREAS,

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

and

WHEREAS,

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

terms set forth herein.

NOW,

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

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

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

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

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

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

“(e)

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

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

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

“4.1 License

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

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

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

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

accordance with the flow of funds memorandum agreed by the Parties in connection with the closing (the “Flow of Funds

Memo”). Second, Licensee shall issue to Licensor a convertible promissory note (the “Convertible

Note”) in the original principal amount of Five Million Dollars ($5,000,000) (the “Equity

Consideration”). The Convertible Note shall have a term of eighteen (18) months following the Transaction Commencement

Date and shall be convertible into common stock of Licensee on terms to be set forth in definitive documentation reasonably

acceptable to Licensor. The Convertible Note shall rank pari passu with any contemporaneous investor note or similar

instrument issued by Licensee in connection with the same financing or transaction, and in no event shall the rights, priority,

security, economics, convertibility, or other material terms applicable to Licensor under the Convertible Note be less favorable, in

the aggregate, than those granted to any such contemporaneous investor. The Convertible Note shall include customary terms and

conditions for instruments of this nature, including appropriate provisions relating to conversion mechanics, events of default,

remedies, and acceleration, in each case reasonably satisfactory to Licensor.

Effective

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

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

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

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

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

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

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

adjustment, except as expressly provided in this Amendment.

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

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

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

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

unchanged and in full force and effect.

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

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

and shall be of no further force or effect.

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

“(e)

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

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

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

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

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

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

2026.”

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

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

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

10.

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

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

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

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

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

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

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

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

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

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

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

including acceleration of all amounts due.

11.

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

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

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

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

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

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

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

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

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

except as expressly permitted under the Agreement.

12.

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

13.

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

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

14.

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

one and the same instrument.

[Signature

page to follow]

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

Date.

CELULARITY INC.

NEXGEL, INC.

By:

Name:

Title:

[Signature page to Amendment No. 1 to Asset Purchase and Exclusive Patent License Agreement]

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April [__], 2026, by and between NEXGEL, INC.,

a Delaware corporation, with headquarters located at 2150 Cabot Blvd West, Suite B, Langhorne, PA 19047 (the “Company”),

and the persons and/or entities (each individually a “Buyer” and collectively the “Buyers”) named on the Schedule

of Buyers attached hereto (the “Schedule of Buyers”).

WHEREAS:

The Company and each Buyer are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section

4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) of Regulation D as promulgated by the

United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

Each Buyer, severally and not jointly, desires to purchase from the Company, and the Company desires to issue and sell to such Buyer,

upon the terms and conditions set forth in this Agreement, a unsecured convertible promissory note of the Company, in the aggregate principal

amount set forth on the Schedule of Buyers (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise

with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, (each a “Note”

and collectively the “Notes”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common

Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and

The Company wishes to issue Warrants (as defined below) to each Buyer as additional consideration for the purchase of the Note, exercisable

into shares of Common Stock, which shall be earned in full as of the Closing Date, as further provided herein.

The Notes, the Warrants and the shares of common stock issuable upon exercise of the Warrants (or “Warrant Shares” issued

or issuable pursuant to this Agreement are collectively referred to herein as the “Securities.”

NOW

THEREFORE, in consideration of the foregoing and of the agreements and mutual covenants herein contained, and for other good and

valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and each Buyer hereby agree as follows:

Purchase and Sale of Notes and Warrants.

Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to each Buyer, and each Buyer agrees

to purchase from the Company, the Notes, as further provided herein. As used in this Agreement, the term “business day” shall

mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required

by law or executive order to remain closed.

Form of Payment. Each Buyer shall place the purchase price of immediately available funds set forth on the Schedule of Buyers

(the “Purchase Price”) for the Note, to be issued and sold to it at the Closing (as defined below), in escrow by *, as escrow

agent (the “Escrow Agent”), and such escrowed fund shall be released to the Company at the Closing, subject to the conditions

of Closing being satisfied as set forth in this Agreement. Such funds will be held for each Buyer’s benefit, and will be returned

promptly, without interest or offset if this Agreement is not accepted by the Company, or the offering is terminated pursuant to its

terms or by the Company prior to the Closing Date. The Purchase Price for the Notes purchased hereunder shall be paid to the Escrow Agent

pursuant to the instructions set forth on Exhibit D hereto.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 1(d), Section 6 and

Section 7 below, the date and time of the issuance and sale of the Notes pursuant to this Agreement (the “Closing Date”)

shall be on the date that the Purchase Price for the Notes is release to the Company by the Escrow Agent. On the Closing Date, the Company

shall deliver such duly executed Note and Warrant on behalf of the Company, to each Buyer, against delivery of such Purchase Price.

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing

Date at such location as may be agreed to by the parties (including via exchange of electronic signatures). The offering period for the

Notes will terminate at 5:00 PM Eastern Standard Time on April 24, 2026. This offering (the “Offering”) is for a minimum

aggregate number of * of Notes that must be sold in order for a Closing to occur. All amounts noted herein are United States Dollars

and shall be of immediately available funds.

Warrants. On the Closing Date, the Company shall issue a common stock purchase warrant to each Buyer to purchase up to the number

shares of the Company’s Common Stock equal to fifty percent (50%) of the number of shares underlying the principal amount of the

Notes sold to each Buyer as set forth on the Schedule of Buyers in the form attached hereto as Exhibit B, (each a “Warrant”

and collectively the “Warrants”) upon the terms and subject to the limitations and conditions set forth in the Warrants.

Additional Investment Right. Each Buyer that purchases Notes with an aggregate Purchase Price of at least $1,000,000 at the Closing

(each, a “Qualified Buyer”) shall have the right, but not the obligation, to purchase additional Notes (the “Additional

Notes”) as set forth on the Schedule of Buyers in an aggregate principal amount equal to the initial principal amount of Notes

purchased by such Qualified Buyer at the Closing, in two (2) equal tranches. The first tranche shall be purchased in immediately available

funds on the date that is six (6) months following the Closing Date. The second tranche shall be purchased in immediately available funds

on the date that is nine (9) months following the Closing Date. The Additional Notes shall be issued on identical terms and conditions

as the Notes issued at the Closing, including without limitation interest rate, Conversion Price (subject to adjustment provisions therein),

maturity, and all other economic and structural terms. To the extent a Qualified Buyer elects not to purchase all or any portion of the

Additional Notes available in any tranche (the “Unfunded Amount”), the outstanding principal amount of such Qualified Buyer’s

initial Note shall be automatically reduced, on a dollar-for-dollar basis, by such Unfunded Amount, effective as of the applicable tranche

funding date. For the avoidance of doubt, in the event a Qualified Buyer elects not to purchase any Additional Notes hereunder, there

shall not be any risk of any Unfunded Amount with respect to its Note.

Buyer’s Representations and Warranties. Each Buyer represents and warrants to the Company and each Placement Agent (as defined

in Section 3(r) herein) as of the Closing Date that:

Investment Purpose. As of the Closing Date, each Buyer is purchasing the Note and Warrant (the Note, Warrant, shares of Common

Stock issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”), and shares of Common Stock

issuable upon exercise of or otherwise pursuant to the Warrant (the “Warrant Shares”) shall collectively be referred to herein

as the “Securities”) in the ordinary course of business for its own account and not with a view towards, or for resale in

connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the

1933 Act and in compliance with applicable federal and state securities laws, and such Investor does not have a present arrangement to

effect any distribution of the Securities to or through any person or entity; provided, however, that by making the representations

herein, each Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose

of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

Accredited Investor Status. Each Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D (an “Accredited Investor”).

Reliance on Exemptions. Each Buyer understands that the Securities are being offered and sold to it in reliance upon specific

exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon

the truth and accuracy of, and each Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of each Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of each Buyer to acquire

the Securities.

Information. Each Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to

be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer

and sale of the Securities which have been requested by each Buyer or its advisors, and have been granted access to such information

requested. Each Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, afforded

the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding the foregoing, the Company has not

disclosed to each Buyer any material nonpublic information regarding the Company or otherwise and will not disclose such information

unless such information is disclosed to the public prior to or promptly following such disclosure to each Buyer. Neither such inquiries

nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect

Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.

Governmental Review. Each Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed upon or made any recommendation or endorsement of the Securities or suitability of the investment in the Securities,

nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Transfer or Resale. Each Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered

under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold

pursuant to an effective registration statement under the 1933 Act, (b) each Buyer shall have delivered to the Company, at the cost of

the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope

customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold

or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are

sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule

144”)) of each Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who

is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are

sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and each Buyer shall have delivered

to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of

counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance

on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such

Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as

that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations

of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the

1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding

the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide

margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer,

sale or assignment of the Securities hereunder, and each Buyer in effecting such pledge of Securities shall be not required to provide

the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

Legends. Each Buyer understands that until such time as the Note, Warrant, Conversion Shares, and/or Warrant Shares, have been

registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption

without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may

bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE]

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES 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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE

EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The

legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of

Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable

shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository

Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered

for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,

Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then

be immediately sold, or (b) the Company or each Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section

4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its

transfer agent and all DTC fees associated with any such issuance. Each Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not accept the opinion of counsel provided by each Buyer with respect to the transfer of Securities pursuant

to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined

in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Authorization; Enforcement. This Agreement has been duly and validly authorized by each Buyer and has been duly executed and delivered

on behalf of each Buyer, and this Agreement constitutes a valid and binding agreement of each Buyer enforceable in accordance with its

terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’

rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

No General Solicitation. Each Buyer acknowledges that the Securities were not offered to such Buyer by means of any form of general

or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement,

article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio

or (ii) any seminar or meeting to which such Buyer was invited by any of the foregoing means of communications.

Experience of Such Investor. Such Buyer, either alone or together with its representatives has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. Such Buyer understands that it must bear the economic

risk of this investment in the Securities indefinitely, and is able to bear such risk and is able to afford a complete loss of such investment.

No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the

transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer or (ii) conflict with,

or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any

rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party,

or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws)

applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such that are not material and do not otherwise affect

the ability of such Buyer to consummate the transactions contemplated hereby.

No Legal, Tax or Investment Advice. Such Buyer understands that nothing in this Agreement or any other materials presented by

or on behalf of the Company to the Buyer in connection with the purchase of the Securities constitutes legal, tax or investment advice.

Such Buyer has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in

connection with its purchase of the Securities. Such Buyer understands that each Placement Agent has acted solely as the agent of the

Company in this placement of the Securities, and that the Agent makes no representation or warranty with regard to the merits of this

transaction or as to the accuracy of any information such Buyer may have received in connection therewith. Such Buyer acknowledges that

he has not relied on any information or advice furnished by or on behalf of each Placement Agent.

Representations and Warranties of the Company. The Company represents and warrants to each Buyer and each Placement Agent as of

the Closing Date that:

Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,

validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate

and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated

and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in

which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is

in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes

such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

“Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects

of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments

to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated

or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,

the Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms

hereof and thereof, (ii) the execution and delivery of this Agreement, the Warrant, the Note, Conversion Shares, and the Warrant Shares

by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance

of the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon

conversion of the Note and/or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors and no further

consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) this Agreement

and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered

by the Company by its authorized representative, and such authorized representative is the true and official representative with authority

to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company

accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments

will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms.

Capitalization; Governing Documents. The authorized, issued and outstanding capital stock of the Company is as set forth in the

SEC Reports (as defined below). All of such outstanding shares of capital stock of the Company, Conversion Shares, and the Warrant Shares,

are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company

are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed

through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior

to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe

for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever

relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries,

or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of

the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries

is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price

adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that

will be triggered by the issuance of any of the Securities. True and correct copies of the Company’s Certificate of Incorporation

as in effect on the date hereof and as amended (collectively, “Certificate of Incorporation”) and the terms of all securities

convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto are

included within the SEC Documents.

Issuance of Conversion Shares. The Conversion Shares and Warrant Shares are duly authorized and reserved for issuance and, upon

conversion of the Note and/or exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable,

and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights

or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

Issuance of Warrant. The issuance of the Warrants are duly authorized and will be validly issued, fully paid and non-assessable,

and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights

or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares

and Warrant Shares to the Common Stock upon the conversion of the Note and/or exercise of the Warrant. The Company further acknowledges

that its obligation to issue, upon conversion of the Note and/or exercise of the Warrant, the Conversion Shares and/or Warrant Shares,

are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders

of the Company.

[Reserved.]

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by it with the SEC for the 12 months preceding the date hereof on a timely basis or has received a valid extension of such

time of filing and has filed any such SEC Reports prior to the expiration of any such extension pursuant to the reporting requirements

of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules

thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein

as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements

of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC

Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they

were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under

applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their

respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects

with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements

have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods

involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries

as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case

of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included

in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course

of business subsequent to December 31, 2025, and (ii) obligations under contracts and commitments incurred in the ordinary course of

business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually

or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting

requirements of the 1934 Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).

Absence of Certain Changes. Since December 31, 2025, there has been no material adverse change and no material adverse development

in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting

status of the Company or any of its Subsidiaries.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,

government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened

against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have

a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the

Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a

Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the

foregoing.

Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all

patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks,

service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now

operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding

pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to

any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated

in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products,

services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of

any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable

security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or

other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has

or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract

or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax

returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company

and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)

and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such

returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate

for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no

unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know

of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment

or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any

taxing authority.

Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries

makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain

from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees

of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees,

officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing

for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee or partner.

Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided

to each Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct

in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein

or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists

with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions,

which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so

publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated

into an effective registration statement filed by the Company under the 1933 Act).

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely

in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company

further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with

respect to this Agreement and the transactions contemplated hereby and any statement made by each Buyer or any of its respective representatives

or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely

incidental to each Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision

to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly

or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to each Buyer. The issuance of the Securities to each Buyer will not

be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

No Brokers; No Solicitation. Except with respect to Alere Financial Partners, a division of Cova Capital Partners, LLC and Maxim

Group LLC (each, a “Placement Agent”, both of which are FINRA registered broker-dealers, the Company has taken no action

which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement

or the transactions contemplated hereby. The Company acknowledges and agrees that neither any Buyer nor its employee(s), member(s), beneficial

owner(s), or partner(s) solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement.

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Affiliates, nor any Person acting on

its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection

with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial

advisory fees, or brokers’ commission (other than for persons engaged by any Buyer or its investment advisor) relating to or arising

out of the issuance of the Securities pursuant to this Agreement. The Company shall pay, and hold each Buyer harmless against, any liability,

loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising i

Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,

permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties

and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending

or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company

nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,

defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since

December 31 2025, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults

or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults

or violations would not have a Material Adverse Effect.

Environmental Matters.

(i)

There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,

no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities,

circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability

or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local

or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor

is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental

Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,

without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances

or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,

decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations

issued, entered, promulgated or approved thereunder.

(ii)

Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained

on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were

released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the

property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any

of its Subsidiaries’ business.

(iii)

There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries

that are not in compliance with applicable law.

Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good

and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in

each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached hereto, or

such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries

are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such

losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the

Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able

to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may

be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will

provide to each Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors

and omissions coverage, and commercial general liability coverage.

Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,

in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is

permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Sarbanes-Oxley Act. The Company is in compliance in all material respects with applicable requirements of the Sarbanes-Oxley Act

of 2002 and applicable rules and regulations promulgated by the SEC thereunder, except where such noncompliance would not have, individually

or in the aggregate, a material adverse effect on the Company or its prospects.

Labor Matters. The Company and each Subsidiary is in compliance in all material respects with all federal, state, local and foreign

laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages

and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result

in a material adverse effect.

aa.

Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other

person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any

corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any

direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in

violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence

payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

bb.

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets

have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute

and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after

giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would

impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial

statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue

as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

cc.

No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement

will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment

Company”). The Company is not controlled by an Investment Company.

aa.

No Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its

Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act

filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

bb.

No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,

other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding

voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933

Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any

of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification

Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to

determine whether any Issuer Covered Person is subject to a Disqualification Event.

cc.

Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,

any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation

of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,

or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation

for soliciting another to purchase any other securities of the Company.

dd.

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956,

as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of

the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity

that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the

Federal Reserve.

ee.

Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s

knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any

other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or

indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of

applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any

elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of

the Company or any of its Subsidiaries,

ff.

Except as described in Schedule 3(ff), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back”

registration rights) to have any securities of the Company registered with the SEC or any other governmental authority that have not

expired or been satisfied or waived.

gg.

Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations

or warranties set forth in this Section 3 and in addition to any other remedies available to each Buyer and each Placement Agent pursuant

to this Agreement, it will be considered an Event of Default under Section 3.4 of the Note.

ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of

this Agreement.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to

provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as

the Company shall reasonably determine is necessary to qualify the Securities for sale to each Buyer at the applicable closing pursuant

to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption

from such qualification), and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.

Use of Proceeds. The Company shall use the proceeds for business development, general working capital, and for payment of the

licensing fee pursuant to that certain Asset Purchase and Exclusive License Agreement dated March 6, 2026 by and between the Company

and Celularity Inc., as amended, and not for (i) the repayment of any indebtedness owed to officers, directors or employees of the Company

or their affiliates, (iii) any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection

with the Company’s currently existing operations), (iv) any loan, credit, or advance to any officers, directors, employees, or

affiliates of the Company, or (v) in violation or contravention of any applicable law, rule or regulation.

Right of Participation and First Refusal.

(i)

Other than arrangements that are in place or disclosed in SEC Documents prior

to the date of this Agreement, so long as the Company shall have obligations under the Notes which equal or exceed in an aggregate amount

of $1,000,000 in Principal Amount (as defined in the Note) under all Notes issued hereunder (the “Principal Amount Threshold”),

the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any

offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent

securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life

and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition

or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to

the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

(ii)

The Company shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”)

of any proposed or intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price

and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement

to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with each Buyer at least thirty percent (300%) of the

securities in the Subsequent Placement (in each case, an “Offer”).

(iii)

To accept an Offer, in whole or in part, each Buyer must deliver a written notice (the “Notice

of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after each Buyer’s

receipt of the Offer Notice (the “Offer Period”), setting forth the amount that each Buyer elects to purchase (the “Subscription

Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to each Buyer upon terms

and conditions (including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such

terms and conditions is agreed to in writing between the Company and Buyer.

(iv)

Notwithstanding anything to the contrary contained herein, if the Company desires to modify or

amend the terms or conditions of a Subsequent Placement at any time after the Offer Notice is given to Buyer (provided, however, that

such modification or amendment to the terms or conditions cannot occur during any Offer Period), the Company shall deliver to each Buyer

a new Offer Notice and the Offer Period of such new Offer shall expire at the end of the fifth (5th) Trading Day after each

Buyer’s receipt of such new Offer Notice.

(v)

[Reserved]

(vi)

Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever

claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at

any time hereafter in force, in connection with any action or proceeding that may be brought by each Buyer in order to enforce any right

or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision

to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly

agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated

thereby for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under

applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default

interest, or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company

may be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum

Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document,

agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the

date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note

and any document, agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded

by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to each Buyer

with respect to indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such

excess shall be applied by each Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner

of handling such excess to be at each Buyer’s election.

Restriction on Activities. Commencing as of the date first above written, and until the later of payment of the Note in full or

full exercise of the Warrant, the Company shall not, directly or indirectly, without each Buyer’s prior written consent, which

consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure

of any material assets other than in the ordinary course of business.

Corporate Existence. The Company will, so long as each Buyer beneficially owns any of the Securities, maintain its corporate existence

and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of

all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s

obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation

whose Common Stock is listed for trading or quotation on any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE

MKT (a “Principal Market”).

No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances

that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities

to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable

to the Company or its securities.

Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section

4, in addition to any other remedies available to each Buyer pursuant to this Agreement, it will be considered an Event of Default under

Section 3.3 of the Note.

Compliance with 1934 Act; Public Information Failures. For so long as each Buyer beneficially owns the Note, Warrant, Conversion

Shares, or any Warrant Shares, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue

to be subject to the reporting requirements of the 1934 Act. During the period that each Buyer beneficially owns the Note, if the Company

shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the

current public information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i)

or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public

Information Failure”) then, as partial relief for the damages to each Buyer by reason of any such delay in or reduction of its

ability to sell the Securities (which remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note,

or at law or in equity), the Company shall pay to each Buyer an amount in cash equal to three percent (3%) of the Purchase Price on each

of the day of a Public Information Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter

until the date such Public Information Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4(k)

are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the

earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (iii) the third

business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails

to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate

of 5% per month (prorated for partial months) until paid in full.

Stockholder Approval. The Company shall provide each stockholder of the Company entitled to vote at an annual or special meeting

of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 60 days

following the Closing Date (the “Stockholder Meeting Deadline”), a proxy statement. The proxy statement, if any, shall solicit

each of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for

the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard

to any limitations on conversion set forth in the Notes or Warrants) (such affirmative approval being referred to herein as the “Stockholder

Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall

use its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of

the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the

Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval

is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause subsequent Stockholder Meetings to be held on

or prior to the sixty (60) day anniversary of the prior Stockholder Meeting thereafter until such Stockholder Approval is obtained.

Disclosure of Transactions and Other Material Information. By 9:00 a.m., New York time within four (4) Trading Days of this Agreement

being fully executed, the Company shall file a Current Report on Form 8-K (if required) describing the terms of the transactions contemplated

by this Agreement in the form required by the 1934 Act and attaching this Agreement, the form of Note (the “8-K Filing”).

From and after the filing of the 8-K Filing with the SEC, each Buyer shall not be in possession of any material, nonpublic information

received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed

in the 8-K Filing. 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 any agreement, 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 each Buyer or any of its affiliates, on the other hand, shall

terminate.

Legal Counsel Opinions. Upon the request of each Buyer from to time to time, the Company shall be responsible (at its cost) for

promptly supplying to the Company’s transfer agent and each Buyer a customary legal opinion letter of its counsel (the “Legal

Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Warrant Shares by each Buyer or its affiliates,

successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of

Rule 144 are satisfied and provided the Conversion Shares and/or Warrant Shares are not then registered under the 1933 Act for resale

pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption

are satisfied). In addition, each Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal

Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never

take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Registration Rights. The Company has granted each Buyer the registration rights set forth in the registration rights agreement

entered into between the Company and each Buyer on the date of this Agreement (the “Registration Rights Agreement”) in substantially

the form attached hereto as Exhibit C.

Most Favored Nation. So long as the Company shall have obligations under the Notes which equal or exceed the Principal Amount

Threshold, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares

of Common Stock) with any individual or entity (an “Other Buyer”) that has the effect of establishing rights or otherwise

benefiting such Other Buyer in a manner more favorable in any material respect to such Other Buyer than the rights and benefits established

in favor of each Buyer by this Agreement or the Note unless, in any such case, each Buyer has been provided with such rights and benefits

pursuant to a definitive written agreement or agreements between the Company and each Buyer.

Subsequent Variable Rate Transactions. So long as the Company shall have obligations under the Notes which equal or exceed the

Principal Amount Threshold, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction.

“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that

are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A)

at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or

quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion,

exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security

or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market

for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company

may issue securities at a future determined price. Each Buyer shall be entitled to obtain injunctive relief against the Company to preclude

any such issuance, which remedy shall be in addition to any right to collect damages.

Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide

each Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public

information, unless prior thereto each Buyer shall have consented to the receipt of such information and agreed with the Company to keep

such information confidential. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting

transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to each Buyer

without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality

to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade

on the basis of, such material, non- public information, provided that each Buyer shall remain subject to applicable law. To the extent

that any notice provided, information provided, or any other communications made by the Company, to each Buyer, constitutes or contains

material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other

material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement

or the related transaction documents, if the Company provides any material non-public information to each Buyer without their prior written

consent, and it fails to immediately (no later than that business day) file a Form 8-K disclosing this material non-public information,

it shall pay each Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information

is disclosed to each Buyer and ending and including the day the Form 8-K disclosing this information is filed.

[Reserved.]

Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to each

Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided

that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

Each Buyer shall have executed this Agreement and delivered the same to the Company.

Each Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

[Reserved.]

The representations and warranties of each Buyer shall be true and correct in all material respects as of the date when made and as of

the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and each

Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by

this Agreement to be performed, satisfied or complied with by each Buyer at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Each Buyer’s Obligation to Purchase. The obligation of each Buyer hereunder to purchase the Note, on the Closing

Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions

are for each Buyer’s sole benefit and may be waived by each Buyer at any time in its sole discretion:

The Company shall have executed this Agreement and delivered the same to each Buyer.

The Company shall have delivered to each Buyer the duly executed Note in such denominations as each Buyer shall request and in accordance

with Section 1(b) above.

The Company shall have executed and delivered the Warrant to each Buyer.

The following documents and items (“Closing Deliverables”) shall have been executed and delivered on or by the Closing Date

by each of the applicable parties thereto as a condition to the Closing: (i) the Warrant and (ii) the Registration Rights Agreement.

[Reserved]

The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as

of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

Governing Law; Miscellaneous.

Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without

regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated

by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in

the state courts located in the State of New York or in the federal courts located in the State of New York. The parties to this Agreement

hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense

based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT

MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT

OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party

its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal service of process and consents to process

being served in any suit, action or proceeding in connection with this Agreement, the Note, or any other agreement, certificate, instrument

or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any other manner permitted by law.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of

which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with

the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature

hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.

Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and each Buyer and shall not be construed

against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part

of, or affect the interpretation of, this Agreement.

Severability. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection

herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to

the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision

which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this

Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby.

Entire Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding

of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither

the Company nor each Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of

this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed

by each Buyer.