EXHIBIT
10.1


 


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).


 


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	 



 






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	Date of issuance	 	Note Holder	 	Principal amount	 
		 	 	 	 	 	 
	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	 
	 	 	 	 	 	 	 
	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	 
	 	 	 	 	 	 	 
	May 11, 2015	 	Breisgau Bio Ventures SA	 	$	50,000	 
	 	 	 	 	 	 	 
	June 5, 2015	 	Breisgau Bio Ventures SA	 	$	42,000	 
	 	 	 	 	 	 	 
	July 16, 2015	 	Breisgau Bio Ventures SA	 	$	75,000	 
	August 17, 2015	 	Breisgau Bio Ventures SA	 	$	59,000	 
	August 28, 2015	 	Breisgau Bio Ventures SA	 	$	53,000	 
	October 3, 2015	 	Breisgau Bio Ventures SA	 	$	50,000	 
	November 3, 2015	 	Breisgau Bio Ventures SA	 	$	48,000	 
	 	 	 	 	 	 	 
	 	 	Aggregate Principal amount	 	$	5,267,000	 




 


 


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