Exhibit 10.2


 


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: August 4, 2022
	Actual Amount of Purchase Price: $[ * ]	 


 


SENIOR SECURED PROMISSORY
NOTE


 


FOR VALUE
RECEIVED, ADITXT, INC., a Delaware corporation (hereinafter called the “Borrower” or the “Company”)
(Trading Symbol: ADTX), hereby promises to pay to the order of [ * ], or registered assigns (the “Holder”), in the
form of lawful money of the United States of America, the principal sum of $[ * ] (the “Principal Amount”) (subject to adjustment
herein), of $[ * ] is the actual amount of the purchase price hereof plus an original issue discount in the amount of $[ * ] (the “OID”),
and to pay interest on the unpaid Principal Amount hereof at the rate of ten percent (10%) (the “Interest Rate”) per annum
(with the understanding that the first six months of interest (equal to $[ * ]) shall be guaranteed and earned in full as of the Issue
Date) 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 twelve (12) months from the Issue Date (the “Maturity
Date”), and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees,
shall be due and payable.


 


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


 


Any Principal
Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%)
per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).
Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.


 


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 this
Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall
instead be due on the next succeeding day which is a business day.


 


Each capitalized
term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated
as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note,
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 shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement),
provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.


 


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 and will not impose personal liability upon the holder thereof.


 






    -1-


     

    

 


The following terms shall also apply to this Note:


 


ARTICLE I. CONVERSION RIGHTS


 


1.1 Conversion
Right. “Commencement Date” shall mean the earlier of (i) the Authorized Capital Adjustment Date (as defined in the Purchase
Agreement), or (ii) the date that the Securities & Exchange Commission declares effective a registration statement of the Company
that covers the Holder’s resale of the Conversion Shares (as defined in this Note). The Holder shall have the right, on any calendar
day, at any time on or following the Commencement 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”), by submitting
to the Borrower or Borrower’s transfer agent a Notice of Conversion (as defined in this Note) 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; provided, however, that
notwithstanding anything to the contrary contained herein, the a Holder shall not have the right to convert any portion of this Note,
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 this Note 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 this Note 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
this Note, 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. “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 this Note.
The number of Conversion Shares to be issued upon each conversion of this Note 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 this Note, the sum of (1) the Principal Amount of this Note 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).


 






    -2-


     

    

 


 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 this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall
equal $0.2355, subject to adjustment as provided in this Note. 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. Holder shall be entitled to deduct $1,000.00 from the
conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion
Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification
or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding:
(i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock
or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding
immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after
such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date
for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents” means any securities
of the Company or the Company’s subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant 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.


 


1.3 Authorized
and Reserved Shares. The Borrower covenants that at all times beginning on the date that is sixty (60) calendar days after the
Issue Date and 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
greater of: (a) 5,000,000 shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable upon the full
conversion of this Note (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 this Note) multiplied by (ii) two (2) (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
effective upon the Authorized Capital Adjustment Date, and (ii) agrees that its issuance of this Note 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 this
Note.


 


 1.4 Method of Conversion.




 


(a) Exchange
Cap. In addition to the beneficial ownership limitations provided in this Note, the sum of the aggregate number of shares of Common
Stock that may be issued to all August 2022 Buyers under the August 2022 Securities (as defined in the Purchase Agreement), which includes
the Conversion Shares under this Note, shall be limited to 19.99% of the Company’s outstanding shares of Common Stock as of the
Issue Date (the “Exchange Cap”), unless Shareholder Approval (as defined in the Purchase Agreement) is obtained by the Company
to issue more than the Exchange Cap. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split (including forward and reverse), or other similar transaction.


 






    -3-


     

    

 


(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note
in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note 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 this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder
shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion
of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note
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 this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented
by this Note 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 this Note 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 or Borrower’s transfer agent 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
two (2) 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 this Note, surrender of this Note). 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 two (2) 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 this Note as required pursuant to the terms hereof.


 






    -4-


     

    

 


(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 this Note 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
this Note 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 this Note 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 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.”


 






    -5-


     

    

 


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(m) 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 this Note.


 


 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) 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 (as defined in this Note) 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 this Note is issued and outstanding and prior to conversion of all of this
Note, 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 this Note shall thereafter
have the right to receive upon conversion of this Note, 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 this Note 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 this Note 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 ten (10) 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 this Note) 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 this Note shall be entitled, upon any conversion of this Note 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.


 






    -6-


     

    

 


(d) Purchase
Rights. If, at any time when all or any portion of this Note 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 this Note 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 this Note (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 this Note 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 this Note, 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
(as defined below)), 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. “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 whereby the Company may issue securities at a future
determined price.


 


(f) Notice
of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described
in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day 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. In addition, the Borrower shall, within one (1) calendar day 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. For the avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the events described
in Section 1.6 of this Note shall occur without any action by the Holder and regardless of whether the Borrower complied with the notification
provisions in Section 1.6 of this Note.


 






    -7-


     

    

 


1.7 [Intentionally
Omitted].


 


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 this Note 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 this Note. 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 this Note 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 this Note with respect to such unconverted portions of this Note 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 this Note has not been converted. In all cases, the Holder shall retain all of its rights
and remedies for the Borrower’s failure to convert this Note.


 


1.9 Prepayment.
At any time prior to the date that an Event of Default occurs under this Note, the Borrower shall have the right, exercisable on
three (3) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due
under this Note 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 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”). If permissible under Section 1.1 of this Note, the Holder shall have the right, during
the period beginning on the date of Holder’s receipt of the Optional Prepayment Notice and until the Holder’s actual receipt
of the full prepayment amount on the Optional Prepayment Date (the “Prepayment Conversion Period”), to instead convert all
or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid by the Borrower in accordance
with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the
order of 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) 110% multiplied
by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment
Date.


 


If the Borrower delivers an
Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this Section
1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9.


 


1.10 Repayment
from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under this Note, the Company receives
cash proceeds from any source or series of related or unrelated sources, including but not limited to, the issuance of equity or debt,
the exercise of outstanding warrants of the Borrower, the issuance of securities pursuant to an Equity Line of Credit (as defined in
this Note) of the Borrower, or the sale of assets, but excluding payments from customers, the Borrower shall, within two (2) business
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 to require the Borrower to immediately apply up to 100% of such proceeds to repay all or
any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the
Borrower to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any transaction
involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put”
its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock
must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’s resale).


 






    -8-


     

    

 


ARTICLE II. RANKING AND
CERTAIN COVENANTS


 


2.1 Ranking and
Security. This Note shall be a senior secured obligation of the Borrower, with priority over all existing and future
indebtedness of the Borrower, as provided in that certain security agreement entered into between the Borrower and the Holder on the
Issue Date (the “Security Agreement”), provided, however, that the Note shall be junior to (in priority of payment and
performance) the secured position in the Company’s accounts receivable in the aggregate amount of $792,000 pursuant to an
agreement for the purchase and sale of future receipts by the holder thereof as further described in the Form 8-K filed by the
Borrower on June 3, 2022 (the “Specified Secured Indebtedness”) and shall be pari passu with (in priority of payment and
performance) the Other Secured Indebtedness (as defined in this Note). “Other Secured Indebtedness” shall mean the
Company’s issuance of senior secured promissory note(s) on the same exact terms and conditions as contained in this Note in
the principal amount of up to $2,200,000 in the aggregate (including the principal amount of $200,000.00 under this Note) during the
period beginning on the Issue Date and continuing through the date that is thirty (30) calendar days after the Issue Date.


 


2.2 Other
Indebtedness. In addition to all obligations under the Security Agreement, and so long as the Borrower shall have any obligation
under this Note, 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 with respect to the Specified Secured Indebtedness and Other Secured Indebtedness as provided in
Section 2.1 of this Note and the Security Agreement), 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.


 


2.3 Distributions on
Capital Stock. So long as the Borrower shall have any obligation under this Note, 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
Restriction on Stock Repurchases and Debt Repayments. If an Event of Default occurs under this Note, the Borrower shall
not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or
other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or
any warrants, rights or options to purchase or acquire any such shares, or repay any subordinated indebtedness of Borrower.


 


2.5 Sale of Assets.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written
consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any
consent by the Holder to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.


 


2.6 Advances
and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, 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 this Note, 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.


 






    -9-


     

    

 


2.7 3(a)(10)
Transaction. So long as this Note is outstanding, 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, 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)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of
this Note, 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 this Note (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 any obligation under this Note, the Borrower shall not,
without the Holder’s written consent, (a) change the nature of its business or (b) sell, divest, change the structure of any
material assets other than in the ordinary course of business. In addition, so long as the Borrower shall have any obligation under
this Note, 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 this Note,
and will at all times in good faith carry out all the provisions of this Note 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 this Note, 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 this Note, the Company
shall execute and deliver to the Holder a new Note.


 


ARTICLE III. EVENTS OF
DEFAULT


 


It shall be considered an event of
default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:


 


3.1 Failure
to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note,
whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.


 


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 this Note, (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 this Note as and when
required by this Note, (iii) fails to reserve the Reserved Amount at any time on or after the date that is sixty (60) calendar days
after the Issue Date, (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 this Note as and when required by this Note, 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 this Note as and when required by this Note (or makes any written announcement, statement or
threat that it does not intend to honor the obligations described in this paragraph) 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 two (2) 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 this
Note, if a conversion of this Note 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.


 






    -10-


     

    

 


3.3 Breach
of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase
Agreement, this Note, Irrevocable Transfer Agent Instructions, Registration Rights Agreement (as defined in the Purchase Agreement)
(the “Registration Rights Agreement”), Warrant, Security 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, this Note,
Irrevocable Transfer Agent Instructions, Registration Rights Agreement, Warrant, Security 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 $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20)
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.


 


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 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 this Note and until this Note is no longer outstanding.


 






    -11-


     

    

 


3.13 Replacement
of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior
to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the
Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.


 


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 (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 [Intentionally
Omitted].


 


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 Issue Date, 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 a
Principal Market.


 


3.19 Registration
Statement Failures. The Borrower fails to (i) file a registration statement (the “Registration Statement”) covering
the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Conversion Shares (as defined in the
Purchase Agreement) (the “Conversion Shares”), Exercise Shares (as defined in the Purchase Agreement) (the
“Exercise Shares”), and Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”)
within ninety (90) calendar days following the Issue Date, (ii) cause the Registration Statement to become effective within one
hundred twenty (120) calendar days following the date that the Registration Statement is initially filed, (iii) cause the
Registration Statement to remain effective until the Holder no longer owns the Note, Warrant, Conversion Shares, Exercise Shares, or
Commitment Shares, (iv) comply with the provisions of the Registration Rights Agreement in all respects, or (v) immediately amend
the Registration Statement or file a new Registration Statement (and cause such Registration Statement to become effective as
provided in the Registration Rights Agreement) if there are no longer sufficient shares registered under the initial Registration
Statement for the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Conversion Shares, Exercise
Shares, and Commitment Shares.


 


3.20 Failure
to Pay an Amortization Payment. The Borrower fails to pay an Amortization Payment (as defined in this Note) as provided in
Section 4.17 of this Note.


 


3.21 Market
Capitalization. The Borrower fails to maintain a market capitalization of at least $3,000,000 on any Trading Day, which shall
be calculated by multiplying (i) the closing price of the Borrower’s Common Shares on the Trading Day immediately preceding
the respective date of calculation by (ii) the total shares of the Borrower’s Common Shares issued and outstanding on the
Trading Day immediately preceding the respective date of calculation.


 


3.22 Penny
Stock. The Borrower’s Common Stock is deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 at any
time after the Issue Date.


 


3.23 Shareholder
Approval. The Borrower fails to obtain Shareholder Approval (as defined in the Purchase Agreement) within one hundred twenty
(120)calendar days after the Issue Date.


 






    -12-


     

    

 


3.24 Rights
and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, the Holder
shall be entitled to utilize a Conversion Price equal to $0.05 per share (subject to equitable adjustments for stock splits, stock
combinations, recapitalizations or similar transactions), this Note 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 135% (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 this Note. 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:


 


If to the Borrower, to:


 


ADITXT, INC.


737 N. Fifth Street, Suite 200


Richmond, VA 23219


Attention: Amro Albanna


e-mail: [*]


 


If to the Holder: to its address and e-mail address set
forth on the signature page 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 this Note 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 this Note to the contrary, this Note 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 this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted
principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.


 



    -13-


     

    

 


4.5 Cost
of Collection. If default is made in the payment of this Note, 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 this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought
only in the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United
States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior
Court of the State of Delaware. 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 this 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 Note 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 this Note 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 this Note 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 this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion
of this Note at a price in excess of the price paid for such shares pursuant to this Note. 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 this Note 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, Security 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 this Note shall have no rights as a Holder
of Common Stock unless and only to the extent that it converts this Note 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.


 






    -14-


     

    

 


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 this Note will be inadequate and agrees, in the event of a breach or threatened breach by
the Borrower of the provisions of this Note, 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 this Note 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 all the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


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 this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided
that the total liability of the Company under this Note 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 this Note exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note 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 this Note 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 this Note 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 this Note.


 


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 this Note (even if the holder of such other security does not receive the
benefit of such more favorable term until a default occurs under such other security), 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.


 






    -15-


     

    

 


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 one (1) Trading Day 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 one (1) Trading Day 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 one (1) Trading Day,
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 one (1) Trading Day 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.


 


4.16 Amortization
Payments. In addition to all other payment obligations under this Note, Borrower shall also make the following amortization
payments (each an “Amortization Payment”) in cash to the Holder towards the repayment of amounts owed under this Note,
as provided in the following table:


 


	Payment Date:	 	Payment Amount:
	12/1/2022	 	$[ * ], consisting of $[ * ]  of principal and$[ * ]  of accrued interest
	1/2/2023	 	$[ * ], consisting of $[ * ]  of principal and $[ * ] of accrued interest
	2/1/2023	 	$[ * ], consisting of $[ * ] of principal and $[ * ]  of accrued interest
	3/1/2023	 	$[ * ], consisting of $[ * ]  of principal and $[ * ]  of accrued interest
	4/3/2023	 	$[ * ], consisting of $[ * ]  of principal and $[ * ]  of accrued interest
	5/1/2023	 	$[ * ], consisting of $[ * ]  of principal, plus all remaining unpaid accrued interest through May 1, 2023
	6/1/2023	 	$[ * ], consisting of $[ * ] of principal, plus all unpaid accrued interest through June 1, 2023
	7/3/2023	 	$[ * ], consisting of $[ * ]  of principal, plus all unpaid accrued interest through July 3, 2023
	8/3/2023	 	$[ * ], consisting of $[ * ]  of principal, plus all unpaid accrued interest through August 3, 2023



 


Each Amortization Payment shall be applied towards the reduction
of the outstanding balance of this Note as described in the schedule above. For the avoidance of doubt, there shall be no prepayment premium
(as contemplated by Section 1.9) associated with any Amortization Payment.


 


[signature page follows]


 






    -16-


     

    

 


IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by its duly authorized officer on August 3, 2022.


 


	ADITXT, INC.	 
	 	 	 
	By:	 	 
	 	Name: 	Amro Albanna	 
	 	Title:	Chief Executive Officer	 


 






    -17-


     

    

 


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 ADITXT, INC., a
Delaware corporation (the “Borrower”), according to the conditions of the senior secured promissory note of the Borrower
dated as of August 3, 2022 (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:	 	 


 


 


-18-