f10k2013a1ex10xii_pathfinder.htm


Exhibit 10.12







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







 


 




  





  











  






 



	
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

	  
	  	  	  	  	  	  	  
	  	  	
Aggregate Principal amount

	  	
$

	
4,130,000