EXHIBIT
10.68


 


NEITHER
THIS Note nor the securities into which this note is convertible haVE been registered under the securities act of 1933, as amended (the
“act”), or under any state securities law AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS
NOTE IS CONVERTIBLE may be offered, sold, transferred, pledged or otherwise DISPOSED OF EXCEPT PURSUANT TO an effective Registration
Statement under such act and such laws or an exemption from registration under such act and such laws which, in the opinion of counsel
satisfactory to the Company, is available.


 


CELL
SOURCE, INC.


10.0%
Convertible Note


 


	Maturity
    Date:	 	March
    10, 2023
	Principal
    Amount:	 	$6,000,000


 


This
10.0% Convertible Note (the “Note”) is issued by Cell Source, Inc., a Nevada corporation (the “Company”), effective
as of the 9th day of March, 2022 (the “Issuance Date”), to George Verstraete (the “Lender”) pursuant to the exemptions
from registration under the Securities Act of 1933, as amended.


 


ARTICLE
I

PAYMENTS OF PRINCIPAL AND INTEREST; EVENTS F DEFAULT


 


For
value received, the Company promises to pay to Lender, or his registered assigns, the lesser of (a) Six Million Dollars ($6,000,000)
or (b) the actual amount advanced to the Company by the Lender (the “Principal Amount”) pursuant to the terms, conditions
and provisions of this Note. The Company shall pay interest to the Lender on the outstanding Principal Amount of this Note in accordance
with Section 1.2 below and such interest shall accrue on each advance of funds from the Lender (each an “Advance”) from the
date of such Advance. Contemporaneous with the execution and delivery of this Note, the Lender is making an initial Advance of One Million
Dollars ($1,000,000). The Lender agrees to make additional Advances in the aggregate amount of One Million Five Hundred Thousand Dollars
($1,500,000) by April 1, 2022.


 


The
Company hereby expressly authorizes the Holder to record on Schedule A hereto the amount and date of each loan made hereunder after the
date hereof and the date and amount of each payment of principal thereon. All such notations shall be presumptive as to the correctness
thereof and the aggregate unpaid amount of loans set forth on such schedule shall be presumed to be the unpaid Principal Amount hereof,
so long as the Holder has delivered to Company a copy of the schedule each time a new notation was made thereon.


 




    	 



    	 



    

 


Section
1.1 Interest shall accrue daily from the date of each Advance at a rate equal to ten percent (10%) per annum and shall be payable,
at the Company’s option, either in cash or as payment-in-kind in shares of the Company’s Common Stock, on the Maturity Date
or, if the Lender elects to convert this Note in accordance with Section 2.2 below, on the Optional Conversion Date (as defined below)
with respect to the Principal Amount being converted. If the Company elects to pay interest in shares of the Company’s Common Stock,
the number of shares issuable shall be determined by diving the dollar value of the interest being paid by $0.75 (as such amount shall
be equitably adjusted to give effect to stock splits, stock dividends and similar transactions).


 


Section
1.2 All payments of principal and interest shall be made to the Lender at the address set forth in Section 3.1or such other address
as the Lender shall notify the Company in writing ten (10) days prior to the due date of any payment or upon any prepayment of this Note
as provided herein.


 


Section
1.3 The occurrence of any of the following events of default (each an “Event of Default”) shall, at the option of the
Lender, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due
and payable, upon demand, without presentment:


 


(a)
the Company fails to pay the Principal Amount and all accrued and unpaid interest on or before the Maturity Date.


 


(b)
the Company breaches any other provision of this Note and such breach is not cured within twenty (20) days after written notice thereof
to the Company.


 


(c)
bankruptcy or insolvency proceedings or other proceedings or relief under any bankruptcy law or any other law, or the issuance of any
notice in relation to such event, for the relief of debtors shall be instituted by the Company.


 


ARTICLE
II


CONVERSION
RIGHTS; CONVERSION PRICE


 


Section
2.1  Optional Conversion. During the period commencing on the date that the Company first issues any shares of its Series
B Convertible Preferred Stock (the “Series B Stock”) and ending on the day before the Maturity Date, the Lender shall have
the right to convert all or a part of the outstanding Principal Amount of this Note into fully paid and non-assessable shares of Series
B Stock at a conversion price of $7.50 per share (the “Conversion Price”). The number of shares of Series B Stock to be issued
upon conversion shall be determined by dividing the Principal Amount being converted by the Conversion Price. Promptly after the surrender
of this Note, accompanied by a Conversion Notice in the form attached hereto as Exhibit 1, properly completed and duly executed by the
Lender (a “Conversion Notice”), the Company shall issue and deliver to the Lender the number of shares of Series B Stock
issuable upon the conversion and, if less than the entire Principal Amount of the Note is being converted, a replacement Note setting
forth the then outstanding Principal Amount. The date that the Conversion Notice is delivered by the Lender to the Company shall be referred
to herein as the “Optional Conversion Date.


 




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Section
2.2  Warrant. For each $500,000 of Advances provided by Lender under this Note, the Company shall issue to Lender a warrant
to purchase 400,000 shares of the Company’s Common Stock at an exercise price of $1.25 per share. Each warrant will have a five
(5) year term.


 


Section
2.3  Notice of Corporate Action. If at any time:


 


(a)
the Company shall take a record of the holders of its Common Stock or Series B stock for the purpose of entitling them to receive a dividend
or other distribution, or any right to subscribe or purchase any evidences of indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right, or


 


(b)
there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company
or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all of the property,
assets or business of the Company to, another corporation or,


 


(c)
there shall a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases,
the Company shall give to Lender (i) at least 10 days’ prior written notice of the date on which a record date shall be selected
for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification,
merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 days’ prior written notice
of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (x) the date on which
any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock
or Series B Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (y) the date
on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock or Series B Stock shall be
entitled to exchange their shares of Common Stock or series B Stock for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Lender at the last address
of Lender appearing on the books of the Company and delivered in accordance with Section 4.1.


 


Section
2.4  Restrictions on Securities. This Note has been issued by the Company pursuant to the exemption from registration
under the Securities Act of 1933, as amended (the “Act”). None of this Note or the shares of Series B Stock issuable upon
conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act
and applicable state securities laws or (ii) the Company shall have been furnished with an opinion of legal counsel (in form, substance
and scope reasonably acceptable to Company) to the effect that such sale or transfer is exempt from the registration requirements of
the Act. Each certificate for shares of Series B Stock issuable upon conversion of this Note that have not been so registered and that
have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following
form, as appropriate.


 




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the
securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Act”). the securities
represented hereby may not be offered, sold or otherwise transferred unless they are registered under the act and applicable state securities
laws, or such offers, sales and transfers are made pursuant to an available exemption from the registration requirements of those laws.


 


Upon
the request of a holder of a certificate representing any shares of Series B Stock issuable upon conversion of this Note, the Company
shall remove the foregoing legend from the certificate or issue to such Lender a new certificate free of any transfer legend, if (a)
with such request, the Company shall have received an opinion of counsel, reasonably satisfactory to the Company in form, substance and
scope, to the effect that any such legend may be removed from such certificate or (b) a registration statement under the Act covering
such securities is in effect.


 


ARTICLE
III

MISCELLANEOUS


 


Section
3.1  Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or
delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall
include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail,
certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Lender shall be
341 Lakewood Drive, Bloomfield Hills, Michigan 48304; and the address of the Company shall be 57 West 57th Street, Suite 400,
New York, New York 10019. The Company shall accept electronic notice at “ishimrat@cell-source.com”. Both the Lender and the
Company may change the address for service by delivery of written notice to the other as herein provided.


 


Section
3.2  Entire Agreement and Amendment Provision. This Note represents the entire agreement between the parties hereto with
respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note
and any provision hereof may be amended only by an instrument in writing signed by the Company and the Lender.


 


Section
3.3  Assignability. This Note shall be binding upon the Company and its successors and assigns and shall inure to the
benefit of the Lender and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note
shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page of this Note.


 


Section
3.4  Governing Law. This Note shall be governed by the internal laws of the State of New York, without regard to conflicts
of laws principles. The parties hereby submit to the exclusive jurisdiction and venue of the state or federal courts sited in the State
of New Jersey with respect to any dispute arising under this Note.


 




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Section
3.5  Replacement of Note. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note, if
mutilated, the Company will make and deliver a new Note of like tenor.


 


Section
3.6 This Note shall not entitle the Lender to any of the rights of a stockholder of the Company, including without limitation, the
right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any
other proceedings of the Company, unless and to the extent converted into shares of Series B Stock in accordance with the terms hereof.


 


Section
3.7  Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable
to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected
or impaired thereby.


 


Section
3.8  Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning
of such section.


 


Section
3.9  Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of
this shall be deemed to constitute one instrument.IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company has executed
this Note effective as of March 10, 2022.


 


	 	CELL
    SOURCE, INC.
	 	 
	 	By:	/s/
    Itamar Shimrat
	 	Name:	Itamar
    Shimrat
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	LENDER
	 	 	 
	 	 	/s/George
    Verstraete
	 	 	George
    Verstraete


 




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Schedule
A


 


Schedule
of Loans and Payments


 


	Date	 	Amount of Loan	 	 	Amount of Principal Paid	 	 	Balance Remaining Unpaid	 	 	Notation Made By	 
	03-10-2022	 	$	1,000,000	 	 	 	-0-	 	 	$	1,000,000	 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 




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EXHIBIT
1


CONVERSION
NOTICE


 




 


(To
be executed by the Lender in order to Convert the Note)


TO:


 


The
undersigned hereby irrevocably elects to convert US $__________ of the Principal Amount outstanding under the above Note into shares
of Series B Convertible Stock of Cell Source, Inc., according to the conditions stated therein. If shares are to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith
such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Lender for
any conversion, except for such transfer taxes, if any.


 


	Conversion
Date: __________________________________________________________________
	Applicable
Conversion Price: $ ________________________________________________________
	Signature:
________________________________________________________________________
	Name:
___________________________________________________________________________
	Address:
_________________________________________________________________________
	 
	Tax
I.D. or Soc. Sec. No.: _____________________________________________________________
	Principal
Amount to be converted: US $ __________________________________________________
	Amount
of Note unconverted: US $ _____________________________________________________
	Number
of shares of Series B Stock to be issued: ___________________________________________


 






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