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.





 



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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 	 
	 	 	 	 	 	 	 
	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	 
	 	 	 	 	 	 	 
	 	 	Aggregate Principal amount 	 	$ 	4,380,000 	 


 


 


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