REPLACEMENT
PROMISSORY NOTE


 


	US
    $419,000	Las
    Vegas, Nevada
	 	  May
    1, 2014


 


 





This
REPLACEMENT PROMISSORY NOTE (as the same may hereafter be amended, supplemented, restated, replaced, increased, extended, consolidated
or severed from time to time, this “Note”), dated as of May 1, 2014, is made by Remmington Enterprises, Inc., a Nevada
corporation, (“Maker”), in favor of Knight Financial Ltd. (“Holder”).


 


WITNESSETH:


 


WHEREAS, Mitovie Pharma Europe
Ltd. (“Mitovie”) previously executed and delivered that certain Senior Secured Bridge Loan Promissory Note
to Holder in the principal amount of $81,421 USD under that certain Bridge Loan Agreement and accompanying Security Agreement
and Personal Guarantee (the “Secured Note”);


 


WHEREAS,
Holder advanced the principal amount of $26,000 USD to Maker (the “Advance”) and has agreed to forgive $24,000
USD that was previously advanced;


 


WHEREAS,
Maker entered into a Share Exchange Agreement with Mitovie and the shareholders of Mitovie.  As a result of the transaction, Mitovie
became a wholly-owned subsidiary of Maker;


 


WHEREAS,
to reflect all amounts owing to Maker and Holder desires to execute this Note, which amends and restates the Secured Note and
Advance; and


 


NOW,
THEREFORE, in consideration of the premises and the agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Maker agrees that the Secured Note, Advance and new principal to
be advanced hereunder is hereby amended and restated in its entirety as follows.


 


For
good and valuable consideration, the Maker, hereby makes and delivers this Note in favor of Holder, and hereby agrees as follows:


 


1.                 
Principal Obligation and Interest. For value
received, Maker promises to pay to Holder at such place as Holder may designate in writing, in currently available funds
of the United States, the principal sum of Four Hundred and Nineteen Thousand Dollars ($419,000). Maker’s obligation
under this Note shall accrue interest at the rate of six percent (6%) per annum from the date hereof until paid in full. Interest
shall be computed on the basis of a 365-day year or 366-day year, as applicable and actual days lapsed.


 


		2.	Payment
                                         Terms.






All
unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and
payable on the earlier of (i) the fourth anniversary of the date of this Note (the “Maturity Date”), (ii)
upon the occurrence of fundraising of at least $8,400,000, sale of assets or change of control, or (iii) when, upon or after
the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made
automatically due and payable in accordance with the terms hereof.



    	 



    	 



    

 


All payments shall be applied
first to late charges, then to interest, then to principal and shall be credited to the Maker's account on the date that such
payment is physically received by the Holder.


 


Maker shall have the right to prepay
all or any part of the principal under this Note without penalty.


 


3.                 
Representations and Warranties of Maker.  Maker
hereby represents and warrants the following to Holder:


 


a.                  
Maker and those executing this Note on its behalf have the full right, power, and authority
to execute, deliver and perform the obligations under this Note, which are not prohibited or restricted under the articles of
incorporation or bylaws of Maker. This Note has been duly executed and delivered by an authorized officer of Maker and constitutes
a valid and legally binding obligation of Maker enforceable in accordance with its terms.


 


b.                 
The execution of this Note and Maker’s compliance with the terms, conditions and provisions
hereof does not conflict with or violate any provision of any agreement, contract, lease, deed of trust, indenture, or instrument
to which Maker is a party or by which Maker is bound, or constitute a default thereunder or result in the imposition of any lien,
charge, encumbrance, claim or security interest of any nature whatsoever.


  


		4.	Defaults.
                                          The following shall be events of default under this Note:



 


a.                  
Maker’s failure to remit any payment under this Note on before the date due, if such
failure is not cured in full within five (5) days of written notice of default;


 


b.                 
Maker’s failure to perform or breach of any non-monetary obligation or covenant set
forth in this Note or in any other written agreement between Maker and Holder if such failure is not cured in full within ten
(10) days following delivery of written notice thereof from Holder to Maker;


 


c.                  
If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws,
and/or any applicable laws, or otherwise;


 


d.                 
Default in the Maker’s obligation for borrowed money, other than this Note, which shall
continue for a period of twenty (20) days;


 


e.                  
The entry of a decree or order by a court having jurisdiction in the premises adjudging the
Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Maker under the federal Bankruptcy Code or any other applicable federal or state law, or appointing a
receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of twenty (20)
days;



    	2



    	 



    




f.                  
Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the
consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing of a petition or answer or
consent seeking reorganization or relief under the federal Bankruptcy Code or any other applicable federal or state law, or its
consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company,
or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it
in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance
of any such action; or


 


g.                 
Should Holder, in its sole and absolute discretion, at any time deem itself insecure or determine
that repayment is at risk or unlikely and provide not less than three (3) days written notice thereof to Maker.


 


5.                 
Rights and Remedies of Holder. Upon the occurrence
of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure, then,
in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights
and remedies:


 


a.                  
Accelerate the time for payment of all amounts payable under this Note by written notice
thereof to Maker, whereupon all such amounts shall be immediately due and payable.


 


b. 
Pursue any other rights or remedies available to Holder at law or in equity.




 


6.                 
Interest To Accrue Upon Default. Upon the
occurrence of an event of default by Maker under this Note, the balance then owing under the terms of this Note shall accrue interest
at the rate of eighteen percent (18.0%) per annum, from the date of default until Holder is satisfied in full.


 


7.                 
Representation of Counsel. Maker acknowledges
that it has consulted with or have had the opportunity to consult with Maker’s legal counsel prior to executing this Note.
This Note has been freely negotiated by Maker and Holder and any rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of this Note.


 


8.                 
Choice of Laws; Actions. This Note shall
be constructed and construed in accordance with the internal substantive laws of the State of Nevada, without regard to the choice
of law principles of said State. Maker acknowledges that this Note has been negotiated in Clark County, Nevada. Accordingly, the
exclusive venue of any action, suit, counterclaim or cross claim arising under, out of, or in connection with this Note shall
be the state or federal courts in Clark County, Nevada. Maker hereby consents to the personal jurisdiction of any court of competent
subject matter jurisdiction sitting in Clark County, Nevada.


 


9.                 
Usury Savings Clause. Maker expressly agrees
and acknowledges that Maker and Holder intend and agree that this Note shall not be subject to the usury laws of any state other
than the State of Nevada. Notwithstanding anything contained in this Note to the contrary, if collection from Maker of interest
at the rate set forth herein would be contrary to applicable laws of such State, then the applicable interest rate upon default
shall be the highest interest rate that may be collected from Maker under applicable laws at such time.


 


10.             
Costs of Collection. Should the indebtedness
represented by this Note, or any part hereof, be collected at law, in equity, or in any bankruptcy, receivership or other court
proceeding, or this Note be placed


 


in
the hands of any attorney for collection after default, Maker agrees to pay, in addition to the principal and interest due hereon,
all reasonable attorneys’ fees, plus all other costs and expenses of collection and enforcement, including any fees incurred
in connection with such proceedings or collection of the Note and/or enforcement of Holder’s rights.


 



    	3



    	 



    

 





		11.	Miscellaneous.



 


a.                  
This Note shall be binding upon Maker and shall inure to the benefit of Holder and its successors,
assigns, heirs, and legal representatives.


 


b.                 
Any failure or delay by Holder to insist upon the strict performance of any term, condition,
covenant or agreement of this Note, or to exercise any right, power or remedy hereunder shall not constitute a waiver of any such
term, condition, covenant, agreement, right, power or remedy.


 


c.                  
Any provision of this Note that is unenforceable shall be severed from this Note to the extent
reasonably possible without invalidating or affecting the intent, validity or enforceability of any other provision of this Note.


 


d.                 
This Note may not be modified or amended in any respect except in a writing executed by the
party to be charged.


 


		e.	Time
                                         is of the essence.



 


12.             
Notices. All notices required to be given
under this Note shall be given at such address as a party may designate by written notice to the other party.


 


Notices
may be transmitted by facsimile, certified mail, private delivery, or any other commercially reasonable means, and shall be deemed
given upon receipt by the Party to whom they are addressed.


 


13.             
Waiver of Certain Formalities. All parties
to this Note hereby waive presentment, dishonor, notice of dishonor and protest. All parties hereto consent to, and Holder is
hereby expressly authorized to make, without notice, any and all renewals, extensions, modifications or waivers of the time for
or the terms of payment of any sum or sums due hereunder, or under any documents or instruments relating to or securing this Note,
or of the performance of any covenants, conditions or agreements hereof or thereof or the taking. Any such action taken by Holder
shall not discharge the liability of any party to this Note.







 








IN
WITNESS WHEREOF, this Note has been executed effective the date and place first written above.


 


“Maker”:
Remmington Enterprises, Inc.


 


 


By:
/s/ Michael Hawthorne


 


Its:
Chief Executive Officer


 


Print
Name: Michael Hawthorne 


 


Date:
May 22, 2014


 



    	4