Exhibit 10.19


 


CONVERTIBLE PROMISSORY
NOTE


 


	$__________
    	 	Cambridge,
    Massachusetts 
	 	 	Date:
    ___________ 


 


For value received, the undersigned,
Pathfinder Cell Therapy, Inc., a Delaware corporation (the “ Borrower ”), hereby unconditionally promises to pay to
the order of _____________ (the “ Payee ”), the principal sum of   $_______   and  00/100
  Dollars   ($_________ ), together with interest to maturity (whether by lapse of time, acceleration
or otherwise) on the balance of principal remaining from time to time outstanding at a rate per annum equal to 6%. Interest shall
be calculated on the basis of a 360-day year and actual days.


 


The outstanding principal amount, together
with accrued interest, of this Promissory Note shall become due and payable on the first anniversary of the date hereof.


 


Payee may elect, at any time prior
to completion or termination of the Capital Raise (defined below), upon written notice to Borrower, to convert all or a portion
of the outstanding principal and/or interest hereof, to shares of common stock of the Borrower, for the subscription price thereof,
in the Capital Raise.  “Capital Raise” has the meaning used in that certain agreement and plan of merger
dated December 22, 2010 (as amended) by and among Borrower, a wholly-owned subsidiary of Borrower, and Pathfinder, LLC, a Massachusetts
limited liability company, pursuant to which Borrower acquired Pathfinder, LLC in a merger transaction, the initial closing of
which Capital Raise occurred in September 2011 immediately after the merger. As a condition to any such conversion, Payee shall
execute and deliver to Borrower such agreements and documentation as Borrower requires of other investors in the Capital Raise.


 


The Borrower shall have the right to
prepay, at any time, all or any portion of the principal indebtedness evidenced by this Note, together with any accrued interest.


 


No failure by the holder of this Note
to exercise, and no delay in exercising, any right or power hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise by such holder of any right or power preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and remedies of the holder hereof as herein specified are cumulative and not exclusive
of any other rights or remedies which such holder may otherwise have.


 


The undersigned agrees to pay all costs
and expenses incurred by the holder hereof in enforcing this Note, including, without limitation, reasonable attorneys’
fees and disbursements.


 


Every maker, endorser and guarantor
of this Note hereby waives presentment, demand and protest, and consents to any and all extensions and other indulgences granted
by the holder hereof and agrees that no such extensions or other indulgences granted by the holder, and no discharge or release
of any other party primarily or secondarily liable on this Note, or of any collateral securing this Note, shall operate to discharge
the indebtedness evidenced by this Note.  If this Note is signed by more than one person, all references to the Borrower
shall apply to each of them and their liabilities hereunder shall be joint and several.


 


Any notice of non-payment shall be
deemed given when delivered in hand or when mailed, postage prepaid, by certified or registered mail, return receipt requested
to the Borrower at 12 Bow Street, Cambridge, Massachusetts 02138 or sent thereto by Federal Express or comparable overnight courier.


 


This Note shall be governed and construed
in accordance with the laws of the State of New York applicable to contracts made and to be performed therein (excluding choice
of law principles).


 






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IN WITNESS WHEREOF, the undersigned
has executed or caused this Note to be executed under seal as of the year and day first written above.


 


	WITNESS  	 	PATHFINDER CELL THERAPY,
    INC. 
	 	 	 	 
	 	 	By: 	 
	 	 	 	Richard L. Franklin,
    CEO 


 






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Schedule of Promissory Notes


 


	Date
    of issuance 	 	Note
    Holder 	 	Principal
    amount 	 
	 	 	 	 	 	 
	February 2, 2012 	 	Falcon Corporate Investments
    Limited 	 	$ 	150,000
    	 
	 	 	 	 	 	 	 
	February 29, 2012 	 	Falcon Corporate Investments Limited
    	 	$ 	170,000 	 
	 	 	 	 	 	 	 
	March 15, 2012 	 	Falcon Corporate Investments Limited
    	 	$ 	250,000 	 
	 	 	 	 	 	 	 
	April 23, 2012 	 	Falcon Corporate Investments Limited
    	 	$ 	150,000 	 
	 	 	 	 	 	 	 
	May 25, 2012 	 	Skye Asset Management SA 	 	$ 	270,000 	 
	 	 	 	 	 	 	 
	June 20, 2012 	 	Ventura, Inc. 	 	$ 	225,000 	 
	 	 	 	 	 	 	 
	July 27, 2012 	 	Ventura, Inc. 	 	$ 	50,000 	 
	 	 	 	 	 	 	 
	August 17, 2012 	 	Breisgau Bio Ventures SA 	 	$ 	100,000 	 
	 	 	 	 	 	 	 
	October 1, 2012 	 	Breisgau Bio Ventures SA 	 	$ 	200,000 	 
	 	 	 	 	 	 	 
	October 23, 2012 	 	Breisgau Bio Ventures SA 	 	$ 	200,000 	 
	 	 	 	 	 	 	 
	November 20, 2012 	 	Breisgau Bio Ventures SA 	 	$ 	70,000 	 
	 	 	 	 	 	 	 
	December 4, 2012 	 	Breisgau Bio Ventures SA 	 	$ 	70,000 	 
	 	 	 	 	 	 	 
	December 21, 2012 	 	Breisgau Bio Ventures SA 	 	$ 	60,000 	 
	 	 	 	 	 	 	 
	January 9, 2013 	 	Breisgau Bio Ventures SA 	 	$ 	75,000 	 
	 	 	 	 	 	 	 
	January 28, 2013 	 	Breisgau Bio Ventures SA 	 	$ 	130,000 	 
	 	 	 	 	 	 	 
	March 4, 2013 	 	Mr. Joerg Gruber 	 	$ 	100,000 	 
	 	 	 	 	 	 	 
	April 2, 2013 	 	Ventura, Inc. 	 	$ 	150,000 	 
	 	 	 	 	 	 	 
	April 29, 2013
    	 	Ventura, Inc.
    	 	$ 	150,000
    	 
	 	 	 	 	 	 	 
	May
28, 2013 	 	Breisgau Bio
    Ventures SA 	 	$ 	250,000
    	 
	 	 	 	 	 	 	 
	June 26, 2013
    	 	Breisgau Bio
    Ventures SA 	 	$ 	150,000
    	 
	 	 	 	 	 	 	 
	July 24, 2013
    	 	Breisgau Bio
    Ventures SA 	 	$ 	170,000
    	 
	 	 	 	 	 	 	 
	August 24, 2013	 	Breisgau Bio
    Ventures SA	 	$	100,000	 
	 	 	 	 	 	 	 
	September 26,
    2013	 	Breisgau Bio
    Ventures SA	 	$	100,000	 
	 	 	 	 	 	 	 
	October 22, 2013	 	Breisgau Bio
    Ventures SA	 	$	135,000	 
	 	 	 	 	 	 	 
	November 22,
    2013	 	Breisgau Bio
    Ventures SA	 	$	100,000	 
	 	 	 	 	 	 	 
	December 20,
    2013	 	Breisgau Bio
    Ventures SA	 	$	125,000	 
	 	 	 	 	 	 	 
	January 21, 2014	 	Breisgau Bio
    Ventures SA	 	$	105,000	 
	 	 	 	 	 	 	 
	February 24,
    2014	 	Breisgau Bio
    Ventures SA	 	$	120,000	 
	 	 	 	 	 	 	 
	March 25, 2014	 	Breisgau Bio
    Ventures SA	 	$	105,000	 



 






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	Date
    of issuance 	 	Note
    Holder 	 	Principal
    amount 	 
	 	 	 	 	 	 	 
	April 24, 2014	 	Ventura, Inc.	 	$	100,000	 
	 	 	 	 	 	 	 
	May 28, 2014	 	Ventura, Inc.	 	$	120,000	 
	 	 	 	 	 	 	 
	June 5, 2014	 	Ventura, Inc.	 	$	30,000	 
	 	 	 	 	 	 	 
	June 26, 2014	 	Ventura, Inc.	 	$	50,000	 
	 	 	 	 	 	 	 
	August 5, 2014	 	Ventura, Inc.	 	$	50,000	 
	 	 	 	 	 	 	 
	August 21, 2014	 	Ventura, Inc.	 	$	100,000	 
	 	 	 	 	 	 	 
	September 25,
    2014	 	Ventura, Inc.	 	$	80,000	 
	 	 	 	 	 	 	 
	October 24, 2014	 	Ventura, Inc.	 	$	35,000	 
	 	 	 	 	 	 	 
	November 28,
    2014	 	Ventura, Inc.	 	$	60,000	 
	 	 	 	 	 	 	 
	December 30,
    2014	 	Ventura, Inc.	 	$	50,000	 
	 	 	 	 	 	 	 
	February 2, 2015	 	Ventura, Inc.	 	$	75,000	 
	 	 	 	 	 	 	 
	March 5, 2015	 	Ventura, Inc.	 	$	55,000	 
	 	 	 	 	 	 	 
	March 27, 2015	 	Breisgau Bio Ventures SA	 	$	55,000	 
	 	 	 	 	 	 	 
	 	 	Aggregate Principal amount 	 	$	4,890,000	 






 


 


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