Exhibit
10.5





 


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)


 


US
$115,000.00


 


H-CYTE
INC.


10%
CONVERTIBLE REDEEMABLE NOTE


DUE
JUNE 8, 2023


 


FOR
VALUE RECEIVED, H-CYTE INC. (the “Company”) promises to pay to the order of ONE44 CAPITAL LLC and its authorized successors
and permitted assigns (“Holder”), the aggregate principal face amount of One Hundred Fifteen Thousand Hundred Dollars
(U.S. $115,000.00) on JUNE 8, 2023 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder
at the rate of 10% per annum commencing on JUNE 8, 2022 (“Issuance Date”). The interest will be paid to the Holder
in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal
of, and interest on, this Note are payable at 1 East Liberty Street Suite 600, Reno, Nevada 89501, and if changed, last appearing on
the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment
and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld,
to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company.
The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge
the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable
in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale
of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.


 




    	 



     


    

 





This
Note is subject to the following additional provisions:


 


1.
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the
Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall
pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns,
sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions
of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.


 


2.
The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”),
applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying
party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes,
whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary.
Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements
set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation
that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date
of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will
be accompanied by an Opinion of Counsel.


 


4.
(a) The Holder of this Note is entitled, at its option, at any time after cash payment and the 6th monthly anniversary of
the Note, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s
common stock (the “Common Stock”) at a price (the “Conversion Price”) for each share of Common Stock equal
to 65% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace
exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”),
for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company
or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company
or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price).
If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated
by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of
Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares
will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the
Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary
to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor
all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the
Conversion Price shall be decreased to 55% instead of 65% while that “Chill” is in effect. In no event shall the Holder
be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder
and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9%
upon 60 days’ prior written notice by the Investor). The Conversion Price, and any other economic terms will be adjusted on a ratchet
basis if the Company offers a more favorable Conversion Price, prepayment rate, interest rate, (whether through a straight discount or
in combination with an original issue discount), additional securities, look back period or other more favorable term to another party
for any financings while this Note is in effect, including but not limited to defaults, penalties and the remedy for such defaults or
penalties.



 




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(b)
Interest on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company
in Common Stock (“Interest Shares”). The Holder may, at any time, send in a Notice of Conversion to the Company for Interest
Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion
of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 


(c)
The Notes may be prepaid or assigned with the following penalties/premiums:


 


	PREPAY
    DATE	 	PREPAY
    AMOUNT
	≤
    60 days	 	125%
    of principal plus accrued interest
	61-
    120 days 	 	130%
    of principal plus accrued interest
	121-180
    days 	 	135%
    of principal plus accrued interest


 





This
Note may not be prepaid after the 180th day. Such redemption must be closed and funded within 3 days of giving notice of redemption
of the right to redeem shall be null and void. Any partial prepayments will be made in accordance with the formula set forth in the chart
above with respect to principal, premium and interest.


 


(d)
Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange
of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation
or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger
which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred
to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150%
of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder
may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common
Stock immediately prior to such Sale Event at the Conversion Price.


 



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(e)
In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which
this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall
have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other
securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation
or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same
Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive
Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the
Board of Directors of the Company or successor person or entity acting in good faith.


 


5.
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.
The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of
dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.
The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the
Holder in collecting any amount due under this Note in the event the Holder prevails in such claim.


 


8.
If one or more of the following described “Events of Default” shall occur:


 


(a)
The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company;
or


 


(b)
Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore
or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase
Agreement under which this note was issued shall be false or misleading in any respect; or


 


(c)
The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the
Company under this Note or any other note issued to the Holder and such failure is not cured within five (5) days of receipt of written
notice from the Holder to the Company; or


 


(d)
The Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its inability to
pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution;
(4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or
business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition
for bankruptcy relief, all under federal or state laws as applicable; or


 




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(e)
A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its
consent and shall not be discharged within sixty (60) days after such appointment; or


 


(f)
Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control
of the whole or any substantial portion of the properties or assets of the Company; or


 


(g)
One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the
aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated,
unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale
thereunder; or


 


(h)
Defaulted on or breached any term of any other purchase agreement or note or similar debt instrument into which the Company has entered
and failed to cure such default within the appropriate grace period; or


 


(i)
The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades
on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act
reports with the SEC;


 


(j)
If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;


 


(k)
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business
days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of
a restrictive legend; or


 


(l)
The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.


 


(m)
The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or


 


(n)
The Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange).


 




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Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been
waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder
and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand,
protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration
of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies
afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious
or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the
penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered
to the Company. This penalty shall increase to $500 per day beginning on the 10th day. In an event of a breach of Section
8(h) the Holder may elect to utilize the same remedy available under the defaulted interest and such remedy shall be incorporated by
reference into the terms of this Note. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts
by 20%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall
be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the
lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to
convert future conversions at $0.005 per share.


 


If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an
attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and
other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


9.
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.


 


10.
Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the
Company and the Holder.


 


11.
The Company represents that it is not a “shell” issuer and that if it previously has been a “shell” issuer that
on the 180 day anniversary of the date of this Note at least 12 months would have passed since the Company has reported Form 10 type
information indicating it is no longer a “shell” issuer.


 


12.
The Company shall issue irrevocable transfer agent instructions reserving 51,731,800 shares of its Common Stock for conversions under
this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all transfer agent costs and legal opinion fees associated with issuing and delivering the share certificates to
Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the principal amount being converted. The company
should at all times reserve a minimum of five times the amount of shares required if the note would be fully converted. The Holder may
reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding
share information to the Holder in connection with its conversions.


 




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13.
The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations
etc. This notice shall be given to the Holder as soon as possible under law.


 


14.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the
applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of
any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.


 


15.
This Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed
within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby
mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of Nevada or in the Federal courts
sitting in the county of either Washoe County, Nevada or Clark County, Nevada. This Agreement may be executed in counterparts, and the
facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.


 






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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.


 


Dated:
June 8, 2022


 


	 	H-CYTE
    INC.
	 	 	 
	 	By:	
	 	 	Michael
    Yurkowksy
	 	Title:	CEO


 







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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


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


 


The
undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of H-CYTE INC.
(“Shares”) according to the conditions set forth in such Note, as of the date written below.


 


If
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and
charges payable with respect thereto.


 


	Date
    of Conversion: _____________________________________________________________ 
	Applicable
    Conversion Price: ______________________________________________________ 
	Signature:
_____________________________________________________________________    
	 [Print
    Name of Holder and Title of Signer]
	Address:
______________________________________________________________________     
	______________________________________________________________________
	 
	SSN
    or EIN: __________________________ 
	Shares
    are to be registered in the following name: _______________________________________________  
	 
	Name:
________________________________________________________________________     
	Address:
______________________________________________________________________   
	Tel:
____________________________________     
	Fax:
____________________________________     
	SSN
    or EIN: ______________________________ 
	 
	Shares
    are to be sent or delivered to the following account:
	 
	Account
    Name: ___________________________________________________________________ 
	Address:
________________________________________________________________________    


 




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