Convertible Promissory Note issued to A. Michael Stolarski, dated August 6, 2020

At any time on or after January 1, 2021 (the “Convertibility Date”), at the election of the Holder at its sole discretion, the Outstanding Principal Balance, together with any accrued but unpaid interest thereon, will be convertible into a number of shares of the Company’s common stock (“Common Stock”) equal to the quotient obtained by dividing (a) the Outstanding Principal Balance on the date of such conversion, together with any accrued but unpaid interest thereon, by (b) $0.10 (as adjusted for any subdivisions, combinations or reclassifications of the Company’s Common Stock), and rounded down to the nearest whole number (the “Conversion Shares”). For the avoidance of doubt, the Holder may at any time after the Maturity Date at its sole discretion elect for the Outstanding Principal Balance, together with any accrued but unpaid interest thereon, to be paid in full rather than electing a conversion of the Outstanding Principal Balance and accrued and unpaid interest pursuant to this Section 4.

The Holder may effect a conversion pursuant to this Section ‎4 by giving the Company at least ten days prior written notice thereof (the “Conversion Notice”). The Conversion Notice shall notify the Company of Holder’s intention to effectuate a conversion pursuant to this Section 4 and shall indicate the date of such conversion, which date shall be not less than seven days from the date of such Conversion Notice (the “Conversion Date”). No original of the Conversion Notice shall be required. The Company may prepay the Outstanding Principal Balance, together with any accrued but unpaid interest thereon, prior to the Conversion Date. Notwithstanding the foregoing, if a conversion pursuant to this Section 4 is being made in connection with (i) a proposed public offering of any Common Stock (or other securities of the Company), (ii) a proposed sale transaction involving a sale or disposition of all or a majority of the Company’s stock or assets (by way of stock sale, asset sale, merger, consolidation, or other manner), or (iii) a proposed sale of outstanding shares of Common Stock or any other securities of the Company, then, at the election of the Holder, such conversion may be conditioned upon the consummation of such public offering, sale transaction, or sale of shares or other securities, in which case such conversion shall be effective immediately prior to the consummation of such public offering, sale transaction, or sale of shares or other securities.

Mechanics of Conversion

Not later than three (3) Trading Days (as defined below) after the Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder a certificate representing the number of Conversion Shares being acquired upon conversion of this Note. Upon any conversion under this Section 4, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay to the Holder cash equal to such fraction multiplied by $0.10 (as adjusted for any subdivisions, combinations or reclassifications of the Company’s Common Stock). For purposes hereof, the term “Trading Day” means a day on which the principal Trading Market (as defined below) is open for business. The term “Trading Market” means any of the following markets or exchanges on which the Common Stock of the Company is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

Obligation Absolute. The Company’s obligation to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof is absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any individual or entity (each, a “Person”) or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action that the Company may have against the Holder. In the event the Holder shall elect to effect a conversion pursuant to this Section 4, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason and the Company shall issue the Conversion Shares, upon a properly noticed conversion. Nothing herein shall limit the Holder’s right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other section hereof or under applicable law.

The Company covenants that it will at all times from and after the Convertibility Date reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of this Note hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable, and that the issuance of such shares of Common Stock shall be free from preemptive or similar rights on the part of the holders of any shares of capital stock or securities of the Company or any other Person, and free from all liens and charges with respect to the issue thereof. The Company will take all such action as may be necessary to assure that such shares of Common Stock will be so issued without violation of any applicable law or regulation, or of any applicable requirements of the National Association of Securities Dealers, Inc. and of any Trading Market upon which the Common Stock may be listed. At any such time as the Common Stock is listed on any Trading Market, the Company will, at its expense, obtain promptly and maintain the approval for listing on each such Trading Market, upon official notice of issuance, the shares of Common Stock issuable upon the conversion of this Note and maintain the listing or quoting of such shares after their issuance so long as the Common Stock is so listed or quoted.

The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates.

Without limiting Holder’s rights under the Letter Agreement, upon the conversion of the Note, the Company will use commercially reasonable efforts to cause the Conversion Shares to be registered for resale on Form S-3 (or Form S-1 or any other applicable form, at the sole discretion of the Company, if Form S-3 is not available to the Company) as soon as practicable after the Conversion Date, and to cause such registration statement to remain effective until all of the Conversion Shares are sold or the Holder is entitled to sell all of the unsold Conversion Shares pursuant to Rule 144 of the Securities Act of 1933, as amended, without volume limitations.

incur, create, assume or become liable in any manner with respect to indebtedness for borrowed money other than (i) the Senior Debt and (ii) “Permitted Indebtedness” (as such term is defined in the NWPSA as in effect on the date hereof, without giving effect to any subsequent amendment, modification or change thereto unless approved in writing by the Holder (such approval not to be unreasonably withheld, conditioned or delayed)), provided that for purposes of this Section 5(A), Subordinated Debt (as such term is defined in the NWPSA as in effect on the date hereof (without giving effect to any subsequent amendment, modification or change thereto)) shall not be deemed to be Permitted Indebtedness other than with respect to the principal and interest under the Convertible Promissory Note, dated as of the date hereof (the “Celularity Note”), issued by the Company in favor of Celularity, Inc., a Delaware corporation;

prepay any principal or interest under the Celularity Note unless the Company concurrently prepays a corresponding amount (in the aggregate) of principal and interest under this Note;

directly or indirectly, (i) make any dividend or distribution on or in respect of any of its equity interests or (ii) redeem, repurchase or otherwise retire any of its equity interests; or

be, or permit any subsidiary of the Company to be, a party to any merger, consolidation or exchange of stock, or sell or otherwise transfer, or permit any subsidiary of the Company to sell or otherwise transfer, all or substantially all of the Company’s or such subsidiary’s assets or equity interests.

the Company’s failure to pay any portion of (i) the Outstanding Principal Balance on the date such obligations are due or are declared due (whether by scheduled maturity, acceleration, demand or otherwise) or (ii) interest on the Outstanding Principal Balance within ten days of the date when such obligations are due or are declared due (whether by scheduled maturity, acceleration, demand or otherwise);

the Company fails or neglects to perform, keep or observe any of its other covenants, conditions or agreements contained in this Note and, in the case of the covenants in Section 5(A) or Section 5(B), such failure or neglect continues for a period of 10 days after the Company becomes aware of such failure or neglect;

the Company or any subsidiary of the Company (i) defaults in the payment of any indebtedness for borrowed money (after expiration of any applicable cure period) or (ii) defaults in the observance or performance of any agreement or condition relating to any indebtedness for borrowed money (after expiration of any applicable cure period), the effect of which default is to cause, or to permit the holder or holders of such indebtedness to cause, such indebtedness to become due prior to its stated maturity;

a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by or against the Company or any of its subsidiaries; the Company or any of its subsidiaries makes an assignment for the benefit of creditors or takes any action to authorize any of the foregoing; or, in the case of an involuntary proceeding filed against the Company or any of its subsidiaries, such proceeding is not discharged or dismissed within 60 days; or

the Company or any subsidiary of the company voluntarily or involuntarily dissolves or the Company or any subsidiary of the Company is dissolved or becomes insolvent or fails generally to pay its debts as they become due;