Amendment No. 1 to 10% Convertible Note between Cell Source, Inc. and Darlene Soave Revocable Trust

Summary

Cell Source, Inc. and the Darlene Soave Revocable Trust have agreed to extend the maturity date of a 10% Convertible Note, originally issued for up to $6,000,000, from March 10, 2023, to September 10, 2023. The amendment also updates the loan and payment schedule attached to the note. The agreement is effective as of March 10, 2023, and reflects the assignment of the note from the original lender, George Verstraete, to the trust.

EX-10.68A 7 ex10-68a.htm

Exhibit 10.68(a)

Amendment No. 1 to

10% Convertible Note

This Amendment No. 1 to 10% Convertible Note effective March 10, 2022 between Cell Source, Inc. (the “Company”) and George Verstraete (the “Lender”) is effective as of this 10^th day of March 2023.

WHEREAS, the Company has previously issued to the Lender a 10% Convertible Note (the “Note”) in the principal amount of up to $6,000,000 dated and effective as of March 10, 2022;

WHEREAS, the Lender has assigned the Note to Darlene Soave Revocable Trust (the “Holder”);

WHEREAS, the Company and the Holder wish to extend the Maturity Date of the Note;

NOW THEREFORE, the Company and the Holder hereby agree as follows:

	1.	Extension of Maturity Date. The Maturity Date of the Note is hereby extended until September 10, 2023.

	2.	Update of Schedule A. Schedule A to the Note has been updated as per Schedule A attached hereto.

	3.	Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Note.

	4.	Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original, but all of this shall be deemed to constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of March 10, 2023.

	COMPANY

	Cell Source, Inc.

	By:	/s/ Itamar Shimrat
	Name:	Itamar Shimrat
	Title:	President and Chief Executive Officer

	HOLDER

	Darlene Soave Revocable Trust

	By:	/s/ Darlene Soave
	Name:	Darlene Soave
	Title:	Trustee

Schedule A

Schedule of Loans and Payments

Date	Amount of Loan			Amount of Principal Paid		Balance Remaining Unpaid		Notation Made By
03-10-2022	$	1,000,000			-0-	$	1,000,000
09-13-2022	$	1,000,000			-0-	$	2,000,000
11-03-2022	$	500,000			-0-	$	2,500,000
02-28-2023	$	413,018	*		-0-	$	2,913,018
04-14-2023	$	250,000			-0-	$	3,163,018
05-17-2023	$	100,000			-0-	$	3,263,018

*Represents amounts paid by Lender to third parties in June 2023 and characterized as advances under the Note on February 28, 2023.