Exhibit 10.3


 


First
Amendment to Intercreditor and Subordination Agreement


 


This FIRST AMENDMENT TO INTERCREDITOR
AND SUBORDINATION AGREEMENT (“First Amendment”), dated as of October [___], 2016, by and among the holders
of the Company’s Series E Preferred Stock (the “Series E Holders”) and the holders of the Company’s
Series H Preferred Stock (“Series H Holders”), Amarantus Bioscience
Holdings, Inc. (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Subsidiaries”,
the Company jointly and severally, together with their respective successors and
assigns, collectively, the “Debtors”), GEMG LLC (“GEMG”), ANSON INVESTMENTS MASTER FUND
LP (“Anson”), DOMINION CAPITAL, LLC, (“Dominion”) and DELAFIELD INVESTMENTS LIMITED (“Delafield”)
the holders (collectively, the “April 2016 Holders”) of the Company’s 12% OID Senior Secured Convertible
Promissory Notes, in the original aggregate principal amount of $4,000,000 pursuant to the Senior Loan Agreement, Delafield
in its capacity as collateral agent (in such capacity, the “Collateral Agent”) and Dominick Membership
LLC and Xpress Group International Limited.


 


W I T N E S S E T H:


 


WHEREAS, Series E Holders,
Series H Holders, the Debtors, GEMG, Anson, Dominion, Delafield, the April 2016 Holders and Delafield, in its capacity as collateral
agent, are party to that certain Intercreditor and Subordination Agreement dated as of April 14, 2016 (the “April 2016
Intercreditor Agreement”);


 


WHEREAS, the Company desires
to obtain new financing from Xpress Group International Limited (“Xpress”) and Dominick Membership LLC (“Dominick”;
together with Xpress, collectively, the “October 2016 Holders”) in the aggregate principal amount of $250,000,
on the terms set forth in that certain Securities Purchase Agreement dated as of October [___] 2016 by and among the Company and
the October 2016 Holders, which financing shall be secured by shares owned by the Company in Avant Diagnostics, Inc. (the “Avant
Common Stock”) pursuant to a Pledge Agreement dated October [___] 2016;


 


WHEREAS, the parties to the
April 2016 Intercreditor Agreement wish to amend the April 2016 Inercreditor Agreement to, among other things, add the October
2016 Lenders as parties to the April 2016 Intercreditor Agreement;


 


NOW, THEREFORE, in consideration
of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:


 


1.           Definitions.
Capitalized terms not otherwise defined herein shall have them meaning ascribed to them in the April 2016 Intercreditor Agreement.


 






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2.           Amendments.
The following specific provisions of the April 2016 Intercreditor Agreement are hereby amended as follows:


 


(a)          The
definition of “Senior Loan Agreement” is hereby deleted and restated as follows:


 


“Senior Loan Agreement”
means the Securities Purchase Agreement dated as of July 9, 2015 among the Company, and GEMG, as the same may be amended,
modified or supplemented from time to time, including, without limitation, amendments, modifications, supplements and restatements
thereof giving effect to increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings
of, or additions to, the arrangements provided in such Loan Agreement (whether provided by GEMG or a successor thereto
or other lenders).


 


(b)         The
definition of “Subordinated Lenders” is hereby amended to include Dominick, Xpress, Dominion, Anson and Delafield,
in addition to the Series H Holders.


 


(c)         The
definition of “Senior Lenders” is hereby amended to remove Anson, Dominion and Delafield. For the avoidance of doubt,
after giving effect to this First Amendment, the only Senior Lender shall be GEMG.


 


(d)         Section
4(e) of the April 2016 Intercreditor Agreement is deleted and restated as follows:


 


(e) Any money,
property or securities realized upon the sale, disposition or other realization by the Senior Lender upon all or any part of the
Collateral, shall be applied by the Senior Lender in the following order:


 


(i)         First,
to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid
or incurred by the Senior Lender in connection with the such realization on the Collateral or the protection of their rights and
interests therein;


 


(ii)         Second,
to the payment in full of all Senior Obligations in such order as the Senior Lender may elect in its sole discretion;


 


(iii)        Third,
, to the payment in full of the notes issued pursuant to the October SPA;


 


(iv)        Fourth,
to the payment in full of all Subordinated Obligations in such order as the Subordinated Lenders may elect in its sole discretion
which are secured by such Collateral, which shall be paid to the Subordinated Lenders; and


 


(vi)        Fifth,
to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining.


 






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(e)       Schedule
I attached to the April 2016 Intercreditor Agreement is hereby deleted entirely replaced with the “Amended Schedule I”
attached to this First Amendment.1


 


3.           Amendments
in Writing; No Waiver; Cumulative Remedies..


 


(a)         None
of the terms or provisions of this First Amendment may be waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Senior Lender, the Debtors and each of the Subordinated Lenders; provided that any provision of this
First Amendment may be waived by the Senior Lender in a letter or agreement executed by the Senior Lender or by telex or facsimile
transmission from the Senior Lender.


 


(b)         No
failure to exercise, nor any delay in exercising, on the part of either the Senior Lender or the Subordinated Lenders, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.


 


(c)         The
rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.


 


4.           Counterparts.
This First Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute
but one and the same agreement. In making proof of this First Amendment, it shall not be necessary to produce or account for more
than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of this First Amendment
by telecopier or other electronic means shall have the same force and effect as delivery of an original executed counterpart of
this First Amendment. Any party delivering an executed counterpart of this First Amendment by telecopier or other electronic means
also shall deliver an original executed counterpart of this First Amendment, but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this First Amendment as to such party or any other party.


 


5.           Successors
and Assigns.


 


(a)         This
First Amendment shall be binding upon the successors, heirs, administrators, executors and assigns of the Debtors and the Subordinated
Lenders and shall inure to the benefit of the Senior Lender and their successors and assigns.


 





 






1 NTD: Lenders to complete
updated schedule, which calls for listing the Subordinated Debt Documents.


 






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(b)         Upon
a successor Senior Lender becoming the Senior Lender under the Senior Loan Agreement, such successor Senior Lender automatically
shall become the Senior Lender hereunder with all the rights and powers of the Senior Lender hereunder without the need for any
further action on the part of any party hereto.


 


6.           Severability.
Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


7.           Integration.
This First Amendment represents the agreement of the Senior Lender and the Subordinated Lenders with respect to the subject
matter hereof and there are no promises or representations by the Senior Lender or the Subordinated Lenders relative to the subject
matter hereof not reflected herein.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this First Amendment to be duly executed and delivered as of the day and year first above written.


 


SENIOR LENDERS:


 


GEMG LLC


 


	By:	       	 
	 	 	 
	Title:	 	 


Amount of Preferred Stock:______


Amount of Debt:______________


  


[SIGNATURE PAGES OF THE SUBORDINATED
LENDERS AND DEBTORS FOLLOW]


 


Signature Page to First Amendment
to Intercreditor and Subordination Agreement


 




     

     


    


 


[SIGNATURE PAGES OF THE SUBORDINATED LENDERS]


 


HOLDERS OF SERIES E PREFERRED STOCK:


 


DOMINION CAPITAL, LLC


 





	By:	       	 
	 	 	 
	Title:	 	 


Amount of Preferred Stock:______


Amount of Equity:_____________


 


[________________________]


  


	By:	       	 
	 	 	 
	Title:	 	 





Amount of Preferred Stock:______


Amount of Equity:_____________


 


[________________________]


 





	By:	       	 
	 	 	 
	Title:	 	 


Amount of Preferred Stock:______


Amount of Equity:_____________


 


HOLDERS OF SERIES H PREFERRED STOCK:


 


ANSON INVESTMENTS MASTER FUND LP


 





	By:	       	 
	 	 	 
	Title:	 	 


Amount of Preferred Stock:______


Amount of Equity:_____________


 


[________________________]


 





	By:	       	 
	 	 	 
	Title:	 	 


Amount of Preferred Stock:______


Amount of Equity:_____________


 


Signature Page to First Amendment
to Intercreditor and Subordination Agreement


 






     

     


    

 


[SIGNATURE PAGES OF THE SUBORDINATED LENDERS, CONT’D]


 


ANSON INVESTMENTS MASTER FUND LP


 





	By:	       	 
	 	 	 
	Title:	 	 


Amount of Preferred Stock:______


Amount of Debt:______________


 


DELAFIELD INVESTMENTS LIMITED, on behalf of itself and as Collateral
Agent


 





	By:	       	 
	 	 	 
	Title:	 	 





Amount of Preferred Stock:______


Amount of Debt:______________


Amount of Equity:_____________


 


DOMINION CAPITAL, LLC


 





	By:	       	 
	 	 	 
	Title:	 	 


Amount of Preferred Stock:______


Amount of Debt:______________


Amount of Equity:____________


 


[SIGNATURE PAGES OF THE DEBTORS
FOLLOW]


 


Signature Page to First Amendment
to Intercreditor and Subordination Agreement


 




     

     


    


 


DEBTORS:


 


	AMARANTUS BIOSCIENCE HOLDINGS, INC.	 
	 	 	 
	By:	              	 
	Name:	 	 
	Title:	 	 
	 	 	 
	AMARANTUS THERAPEUTICS, INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	AMARANTUS THERAPEUTICS, INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	AMARANTUS MA, INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	CUTANOGEN CORPORATION	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


Signature Page to First Amendment
to Intercreditor and Subordination Agreement


 




     

     


    


 


AMENDED SCHEDULE I


 


[TO BE COMPLETED]












 


 


Signature Page to First Amendment
to Intercreditor and Subordination Agreement