Exhibit 10.1


 





PROMISSORY NOTE


  





	US$50,000	November 26, 2014







 


All references in this Note to monies
are to U.S. Dollars


 


1.    Promise
to Pay. In exchange for the sum of $50,000 which CELL SOURCE INC., a Nevada Corporation (“Maker”)
received from Itamar Shimrat (“Holder”) on the date hereof, Maker promises to pay as set forth in this Promissory Note
(“Note”) Holder, the principal sum of $50,000 (the "Principal Amount").


 


2.     Payment.
All amounts payable here under shall be paid in lawful money of the United States by certified check or wire transfer.
Maker may repay all or any portion of the unpaid principal amount of this Note without any premium or penalty. The unpaid principal
and accrued interest under this Note shall become all due and payable on May 26, 2015 (the “Maturity Date”).
This Note shall bear interest at the rate of 6% per annum. 


 


3.     Notices.
Any demand, notice or other communication to be given in connection with this Note shall be given in writing and shall be
given by personal delivery, by registered mail or by electronic means of communication addressed to the recipient as follows:


 





	 	To the Holder: 	Itamar Shimrat
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Email: ishimrat@netvision.net.il
	 	 	 
	 	To Maker: 	Cell Source, Inc.
	 	 	65 Yigal Alon Street
	 	 	Tel Aviv, Israel 67433
	 	 	Attention: Yoram Drucker
	 	 	ydrucker@cell-source.com







 


or to such other address, individual or
electronic communication number as may be designated by notice given by either party to the others in accordance herewith. Any
demand, notice or other communication given by personal delivery shall be conclusively deemed to have been given on the day of
actual delivery thereof and, if given by registered mail, on the 5th day following the deposit thereof in the mail and,
if given by electronic communication, on the day of transmittal (with receipt confirmed) thereof. If the party giving any demand,
notice or other communication knows or ought reasonably to know of any difficulties with the postal system which might affect the
delivery of mail, any such demand, notice or other communication shall not be mailed but shall be given by personal delivery or
by electronic communication.


 


4.     Amendments. Any provision
of this Note may be amended only with the written consent of Maker and the Holder. Any amendment effected in accordance with this
Section 4 shall be binding upon Maker and the Holder and their permitted assigns and successors.


 






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5.     No Right of Set Off. Maker
shall have no right of set off or counterclaim with respect to the monies owing hereunder, and Maker hereby waive presentment;
protest and notice of every kind and waives any defenses based upon indulgences, which may be granted by the Holder to Maker.


 


7.     Jury Waiver. The Holder
and Maker hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Holder or Maker
against the other.


 


8.     Governing Law. This
Note will be governed by the laws of the State of New York without regard to its conflicts of law provisions.


 





	MAKER: 	HOLDER:
	 	 
	CELL SOURCE, INC. 	 







 





	By: 	 	 	By: 	 
	Name:	 Yoram Drucker 	 	 	Itamar Shimrat
	Title: 	Chairman 	 	 	 
















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