Exhibit 10.1


 





	 	CONFIDENTIAL







 


January
3, 2017


 


	Re:	Letter of Intent for Tender Exchange of Existing Debt
and Equity Securities




Prepared
for: _______________


 


Dear
_____:


 


This
letter agreement, including that certain Addendum of even date thereto include as attached on Exhibit B, sets forth our agreement
and understanding as to the essential terms of the tender exchange of existing debt and equity securities of Amarantus BioScience
Holdings, Inc. (the "Company") located at 315 Montgomery Street, Suite 900, San Francisco, CA 94104, including surrender
of all warrants owned by _____ (“Holder”) and a collateral release of assets of the Company, in return for receipt
of newly issued equity securities in the Company (“Tender Exchange”) as duly authorized and issued by the Company.
The parties intend this letter agreement to be binding and enforceable, and that it will inure to the benefit of the parties and
their respective successors and assigns.


 


1.       Definitive
Legal Agreements. The purpose of this letter agreement constructed as a binding Letter of Intent (this “LOI”)
is to set forth certain specific financial terms of the Tender Exchange for the Holder, and the conditions precedent to be achieved
by or before the Closing Date (defined below). Legal agreements, releases, the forms of the securities, and any other documents
that may be required to attain the completion of the conditions precedent for the Tender Exchange (“Legal Agreements”)
shall contain customary conditions, representations, warranties, covenants, indemnities and other terms, including terms substantially
as set forth in this LOI and in the Tender Exchange Term Sheet attached as Exhibit A hereto. Upon execution of this LOI, the parties
hereto will continue in good faith to commit their resources to negotiate, prepare, and review the Legal Agreements required to
execute the Tender Exchange as soon as practicable, but no later than the expiration of the Stand Still Period (as defined in
Paragraph 3 below), as such may be extended pursuant to Paragraph 3. A majority of all such Holders will be required to agree
and execute the Legal Agreements, and the Tender Exchange completed as soon as possible. The parties agree that the Legal Agreements
shall incorporate the financial terms as provided herein, which terms shall not be subject to re-negotiation.


 


2.       Termination.
AMBS retains the sole right to terminate this LOI, in the event that a) less than a majority of Holders of debt and equity securities
respectively execute this form of LOI and subsequently the related Legal Agreements as may be required (“Lack of Majority”),
and/or b) failure to attain completion of conditions precedent by or before the Closing Date. AMBS will advise the Holders by
written notice at any time after the earliest of the following to occur (a “Termination Event”): (i) Lack of Majority;
or (ii) absence of agreement on non-financial terms of the Legal Agreements and/or failure to attain completion of conditions
precedent on a timely basis by the Closing Date.


 


 





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Binding
LOI for Tender Exchange


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3.       Stand
Still Period. Unless this LOI is terminated as provided in Paragraph 2 above, for a period from the date of execution of this
LOI up to and including the Closing Date (the “Stand Still Period”), each Holder agrees not to, directly or indirectly,
and shall cause its employees, shareholders and directors not to, directly or indirectly, solicit, encourage, contact, enable
or negotiate with any other person regarding the pledge, hypothecation, lien, sale, license or other transfer of the assets, debt,
and equity securities of AMBS that are the subject of the Tender Exchange. The parties may extend the Stand Still Period by mutual
agreement on a change to the Closing Date if such mutual agreement is by or before the previously agreed Closing Date. During
the Stand Still Period AMBS maintains the right to operate its business including as required any financings related thereto.


 


4.       Closing
Date: The closing date shall be determined as 3 business days following the attainment of the conditions precedent as specified
in Exhibit A (“Closing Date”); provided, however in the event of a Funding Date (defined in Exhibit A below), such
closing date shall be no later than the Funding Closing Date (defined in Exhibit A below).


 


5.       Confidentiality;
Restrictions on Use. Each of AMBS and the Holder will use the Due Diligence Information (defined below) solely for the purpose
of completing the Legal Agreements and unless and until the parties consummate the Tender Exchange, its affiliates, directors,
officers, employees, advisors, and agents (the Purchaser's "Representatives") will keep the Due Diligence Information
strictly confidential. Each of AMBS and the Holder will disclose the Due Diligence Information only to those its’ respective
Representatives who need to know such information for the purpose of consummating the Tender Exchange. Each of AMBS and the Holder
agrees to be responsible for any breach of this paragraph 5 by any of its’ respective Representatives. In the event the
Tender Exchange is not consummated, each of AMBS and the Holder the Purchaser will certify in writing that all such materials
or copies of such materials have been destroyed, except for the retention as may be required by law or securities exchange regulations.
The Holder will not use any Due Diligence Information (“Restrictions”) in the event that the Tender Exchange is not
consummated. Neither party shall make any public announcement or public statement or respond to any press inquiry pertaining to
this LOI or the Tender Exchange without the prior written approval of the other party, except for disclosures (a) as may be required
by law or securities exchange regulations or (b) to Representatives and existing shareholders or funding parties, provided such
disclosure is on a need-to-know basis and subject to non-use and non-disclosure provisions consistent with the confidentiality
provisions herein. The provisions of this paragraph 5 will survive the termination of this LOI.


 


 


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6.       Due
Diligence. In connection with the due diligence hereunder, during the Stand Still Period, the Holder and AMBS will cause its
representatives to make available the necessary data, information and materials required to understand the rationale of the Tender
Exchange and to complete the Legal Agreements (“Due Diligence Information”) to the other party or its Representatives
as they may reasonably request, in all cases subject to the confidentiality obligations specified in clause 5.


 


7.      Corporate
Authority. Each party acknowledges it has all requisite corporate power and authority to enter into this LOI and, to consummate
the Tender Exchange as contemplated herein. By execution of this LOI including Exhibit A, each party affirms that this LOI is
not subsequently subject to any board ratification or approval.


 


8.       Conditions
to Obligation. The Holder and AMBS will be obligated to consummate the Tender Exchange unless AMBS has failed to obtain completion
of the conditions precedent, notwithstanding AMBS’ best efforts to attain agreement with the Holder on the Legal Agreements
that are required in connection with the Tender Exchange.


 


9.       Miscellaneous.
This LOI (together with Exhibit A hereto) and the Legal Agreements shall be governed by and construed in accordance with the laws
of the State of New York, without regard to conflicts of laws principles. This LOI together with Exhibit A hereto is the entire
agreement between the parties with respect to the subject matter herein and may be modified only by a subsequent written agreement
signed by both parties. Each of AMBS and the Holder will be solely responsible for its own expenses, including legal fees, incurred
in connection with the Tender Exchange, including the negotiation and execution of the Legal Agreements. By their signatures set
forth below, the parties hereby agree to this LOI together with Exhibit A hereto as of the last date of the signatures set forth
below.


 


(Signatures
on following page)


 


 


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Binding
LOI for Tender Exchange


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If
you are in agreement with the terms of this letter agreement, please initial each page with no other changes and sign in the space
provided below and return that signed copy back to my attention by or before 12 noon EST on Thursday January 5, 2017. Upon receipt
of a signed copy of this letter, we will proceed with our plans for consummating the Tender Exchange in a timely manner.


 


Very
truly yours,


 


AMARANTUS
BIOSCIENCE HOLDINGS, INC.


 


	By:	 	 



 


	Gerald E.
    Commissiong	 
	 	 
	President
    & Chief Executive Officer	 



 


	Agreed
    and Accepted by:	 







 


	:	 
	 	 
	By:		 
	 	 
	 	 
	Name:		 
	 	 
	 	 
	Title:		 
	 	 	 
	Date:		 



 


 


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Exhibit
A


 


To
Binding Letter of Intent between


 


Amarantus
BioScience Holdings Inc. (OTCMKTS: AMBS) and


 


Holder:
_______________


 


Amarantus
BioScience Holdings Inc. (“AMBS” or the “Company”) hereby proposes the indicative terms and conditions
of its restructuring (“Restructuring”) including terms for the tender exchange of existing a) convertible debt (“Debt
Exchange”) and b) preferred equity (“Preferred Exchange”) (for each type of security, an “Exchange”
and collectively, the “Tender Exchange”) as summarized for you (“Holder”) on the following page Table
A for the Debt Exchange and Table B for the Preferred Exchange, with a summary overall as Table C. Eighty percent (80%) of the
current principal of the convertible debt and seventy-five percent (75%) the preferred equity respectively will be used for the
Debt Exchange and the Preferred Exchange, as further described below.


 


	Documentation:	Terms
    herein, except for the financial terms of the Exchange summarized herein which are agreed, are subject to agreement and execution
    of final documentation by or before the Closing Date (defined below) of each security Exchange comprising the Tender Exchange
    that is required to occur simultaneously. AMBS will pay up to $100,000 in aggregate (“Maximum Legal Costs”) for
    all of the Holder’s legal counsel representing parties to the Debt Exchange and the Preferred Exchange based on submitted
    invoices and all back-up to the Holder, and if the aggregate of invoices is in excess of the Maximum Legal Costs, then the
    Maximum Legal Costs will be allocated pro rata to each Holder based on their respective investment amount, which pro
    rata share may be combined for convenience for Holders using the same legal counsel; provided after such allocation, any
    legal costs in excess of each Holder’s allocation will be the responsibility of that Holder. 
	 	 
	Debt
    exchange:	AMBS
        proposes to exchange the shares of Avant Diagnostics, Inc. (OTCMKST: AVDX) that it beneficially owns, for the convertible
        debt previously issued by AMBS, as follows:

                                                                                      

        1)             “Debt Exchange Amount” shall be for the outstanding unpaid principal amount only of the convertible debt and
        for the surrender of all warrants issued therewith as of the Closing Date

         

        2)     
        “Debt Exchange Factor for Avant” shall be forty percent (40%)

        

        




 


 


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3)      “Number
of Shares” in AVDX shall be a) the product the Debt Exchange Amount times the Debt Exchange Factor for Avant, with such product
divided by b) the lower of i) $0.16 per share and ii) the share price of AVDX as of two (2) business days preceding the Closing
Date as defined below (“AVDX Divisor”), with such AVDX Divisor being subject to a floor of $0.12 per share (“AVDX
Floor”), to estimate c) the number of shares, with final share amount issued to be rounded down (no fractional shares)

 




4)      “Liquidation
Terms for AVDX” to be memorialized on the legend of the AVDX securities as follows: the Debt Holder shall be allowed to sell
that amount of the AVDX common stock equal to i) on a daily basis, up to five percent (5%) of the average trading volume subject
to ii) a maximum of 0.50% (1/2%) of the outstanding shares of AVDX and a minimum of 0.4167% per trading day (derived from 25% divided
by 60 trading days) times twenty-five percent (25%) of the Number of Shares (“AVDX Leak Out Percentage”) after the
date that is the earlier of iii) the quarterly period end date (each such quarter, an “AVDX Liquidation Interval”)
following nine (9) months after the Closing Date of this Tender Exchange defined below and for the next two (2) successive quarters
thereafter (“AVDX Quarterly Liquidation Amount”) and iv) the first close of trading no earlier than six (6) months
after the Closing Date of this Tender Exchange defined below when that closing price for AVDX is greater than one hundred and fifty
percent (150%) of the AVDX Divisor (such AVDX price the “AVDX Qualifying Price”) (such first date, the “AVDX
First Liquidation Date”); provided, however the such liquidation is on a non-cumulative basis so that if the Debt Holder
did not sell any of its AVDX shares in the previous AVDX Liquidation Interval, the maximum amount of shares sold in any subsequent
AVDX Liquidation Interval cannot be greater than the AVDX Quarterly Liquidation Amount for that quarter; and finally, there will
be no liquidation restrictions after the third successive quarterly period following the AVDX First Liquidation Date.

 


5)      AVDX completes
the up-listing of its equity including compliance with reporting requirements within nine (9) months from the Closing Date defined
below, otherwise the Liquidation Terms for AVDX will not apply and the Holders are free to trade the shares.












 


 


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	 	Furthermore, AMBS also proposes to issue to Debt Exchange participants new
convertible notes with respect to new shares in AMBS common stock (“New Notes (Debt)”), which shall be subject to Conversion
Terms and Trading Restrictions described below, as follows:

 


6)      “Debt
Exchange Amount” shall be for the outstanding unpaid principal amount only of the convertible debt and for the surrender
of all warrants issued therewith as of the Closing Date

 


7)      “Debt
Exchange Factor for New Notes” shall be forty percent (40 %)

 


8)      “New
Notes Principal Amount (Debt)” of the New Notes (Debt) shall be a) the product of the Debt Exchange Amount times the Debt
Exchange Factor for New Notes (Debt), to estimate b) the principal amount of the New Notes (Debt)

 


9)      The New Notes
(Debt) will be non-interest bearing and will have an initial maturity date of nine months from the Tender Exchange Date, to provide
sufficient time for the restructuring and related up-list of AMBS

 


Provided, however, that the sum of the Debt Exchange Factor for Avant
plus the Debt Exchange Factor for New Notes (Debt) shall not exceed eighty percent (80%) in relation to the current outstanding
unpaid principal amount of the convertible debt that is the subject of this Tender Exchange.






	 	 
	

                                                                                Preferred
Exchange:
	AMBS
        proposes to exchange the shares of Avant Diagnostics, Inc. (OTCMKST: AVDX) that it beneficially owns, for the preferred
        equity previously issued by AMBS, as follows:

                                                                                      

        1)     
“Preferred Exchange Amount Avant” shall be for the stated value of previously issued preferred equity and
        for the surrender of all warrants issued therewith as of the Closing Date

         

        2)     
        “Preferred Exchange Factor for Avant” shall be thirty-seven and one-half percent (37.50%)

         

        

        3)     
“Number of Shares” in AVDX shall be a) the product the Preferred Exchange Amount Avant times the Preferred Exchange
Factor for Avant, with such product divided by b) the lower of i) $0.16 per share and ii) the share price of AVDX as of two (2)
business days preceding the Closing Date as defined below (“AVDX Divisor”), with such AVDX Divisor being subject to
a floor of $0.12 per share (“AVDX Floor”), to estimate c) the number of shares, with final share amount issued to
be rounded down (no fractional shares). For clarity, the AVDX Divisor and AVDX Floor herein for the Preferred Holders is intended
to be the same as used for the Debt Exchange of Avant for the Debt Holders described above

        




 


 


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	 	4)      “Liquidation
Terms for AVDX” as previously defined shall also apply to the Preferred Holder for these AVDX shares.

                                                                                                  


5)      AVDX completes
the up-listing of its equity including compliance with reporting requirements within nine (9) months from the Closing Date defined
below, otherwise the Liquidation Terms for AVDX will not apply and the Holders are free to trade the shares.

 


Furthermore, AMBS proposes to exchange the new shares of common stock in
AMBS via a new convertible note (“New Notes (Preferred)”) with subsequent Conversion Terms and Trading Restrictions
described below, for the preferred equity previously issued by AMBS, as follows:

 


6)      “Preferred
Exchange Amount AMBS” shall be for the stated value of previously issued preferred equity and for the surrender of all warrants
issued therewith as of the Closing Date

 


7)      “Preferred
Exchange Factor for New Notes (Preferred)” shall be thirty-seven and one-half percent (37.50%)

 


8)      “New
Notes Principal Amount (Preferred)” of the New Notes (Preferred) shall be the product of a) Preferred Exchange Amount AMBS
times the Preferred Exchange Factor for New Notes (Preferred), to estimate b) the principal amount of the New Notes (Preferred)

 


9)      The New Notes
AMBS (Preferred) will be non-interest bearing and will have an initial maturity date of nine months from the Tender Exchange Date,
to provide sufficient time for the restructuring and related up-list of AMBS

 


Provided, however, that the sum of the Preferred Exchange Factor
for Avant plus the Preferred Exchange Factor for New Notes (Preferred) shall not exceed seventy-five percent (75%) in relation
to the total amount of preferred equity issued by AMBS to the Holder that is the subject of this Tender Exchange.








 


 


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	Conversion
    Terms & Trading Restrictions for New Notes

 (Debt) and New Notes (Preferred):	The
        New Notes (Debt) and the New Notes (Preferred) will be subject to the following Conversion Terms and Trading Restrictions:

                                                                                      

        1)     
        “Conversion Terms” as follows: conversion to new AMBS shares shall be permitted after the up-list of AMBS
        to NASDAQ or NYSE at price per share equal to or greater than the minimum price per share required for the up-list (“Up
        List Price”) and the passage of minimum time of any regulatory period for the shares being free to trade (“Free
        Trading Date”). After the up-list, the “New Notes Conversion Amount” shall be the Tranche Size (defined
        below) of the New Notes Principal Amount (Debt) or New Notes Principal Amount (Preferred) divided by 100% of the average
        price per share of AMBS for the immediately preceding twelve (12) trading days (“Determination Period”) with
        such share price subject to an increase cap of two hundred fifty percent (250%) of the Up List Price (“Conversion
        Price”) to estimate the number of new AMBS shares, with final share amount issued to be rounded down (no fractional
        shares). The daily liquidation by any Holder of such block of new AMBS shares as issued (“Tranche Block”)
        shall be limited to no more than 5% of the average trading volume of the prior five (5) trading days subject to a minimum
        of 0.3125% per trading day (derived from 25% divided by 80 trading days) times the Tranche Size defined below (“Liquidation
        Limit”). “Trading Restrictions” for these new AMBS shares are listed as 2) and 3) below:

        


        2)     
For any sale proposed by any Holder of the new AMBS shares in excess of the Liquidation Limit size (i.e. a block trade), AMBS
will have a) the right of first refusal to purchase such block at a price equal to the average price per share of the prior five
(5) trading days using the closing price, and b) if not purchased by AMBS, AMBS will have approval rights of the counter party
proposed by any Holder for such block trade


         




 


 


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	 	3)      “Tranche
Size” shall be 25% of the New Notes Principal Amount (Debt) or New Notes Principal Amount (Preferred), and the Holder will
be able to liquidate a maximum of the Tranche Size amount beginning at the next trading day after the date that is the earlier
of i) nine (9) months from the Closing Date of this Tender Exchange defined below (“First Liquidation Interval”) and
ii) the first close of trading when that closing price for AMBS is greater than one hundred and fifty percent (150%) of the Up
List Price (such AMBS price the “Qualifying Price”), and subsequently at four (4) month intervals thereafter (“Subsequent
Liquidation Interval”) in each case liquidating any Tranche Blocks subject to the Liquidation Limit of the Tranche Size continuously
over such period; any unused amounts of a Tranche Size would be rolled to the next Liquidation Interval and eligible for sale in
Tranche Block sizing (or aggregated for a block trade on terms as described above). During the Determination Period, there will
be no trading or liquidation of shares. The intent of the Tranche Size and the liquidation intervals as defined is to enable the
Holder to sell out 100% the position over time within approximately twenty-four months from the Free Trading Date

                                                                                                  


4)      AMBS will
ensure that there are sufficient AMBS shares in reserve prior to the execution of conversion with no delay to the Holders of New
Notes (Debt) and the New Notes (Preferred)

 


5)      AMBS completes the up-listing of
its equity including compliance with reporting requirements within nine (9) months from the date of this LOI, otherwise the liquidation
terms for AMBS as specified by clauses 1 through 3 of this section will not apply and the Holders are free to trade the shares







	 	 
	New
    Class of Shares in

 Cutanogen:	AMBS
        proposes to issue a new class of shares of its equity interest in Cutanogen (“New Class”), as follows:

                                                                                      

        1)     “New Class Equity” shall be thirty-five percent (35%) of AMBS equity in Cutanogen determined as of the date
        of this LOI, such that after issuance of the New Class, AMBS will own sixty-five percent (65%) of the remaining common
        stock of Cutanogen

         

        2)     “New Class Debt %” shall be the percentage amount of the New Class Equity available for the Debt Holders in
        aggregate as twenty percent (20%)

         

        3)     “New Class Preferred %” shall be the percentage amount of the New Class Equity available for the Preferred
        Holders in aggregate as fifteen percent (15%)

        




 


 


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	 	4)     
        For any Debt Holder, its’ “Debt Holder Allocation to Cutanogen” shall be determined as the pro-rata share
of its principal investment in AMBS with respect to other current Debt Holders multiplied by New Class Debt %, noting that the
sum of all such Debt Holder Allocation to Cutanogen shall equal the New Class Debt % of twenty percent (20%)

                                                                                                  


5)     
        For any Preferred Holder, its’ “Preferred Holder Allocation to Cutanogen” shall be determined as the pro-rata
share of its equity investment in AMBS with respect to other current Preferred Holders multiplied by New Class Preferred %, noting
that the sum of all such Preferred Holder Allocation to Cutanogen shall equal the New Class Preferred % of fifteen percent (15%)

 


6)     
        The New Class shall a) have no voting rights, b) be subject to dilution

 


7)     
        AMBS will have repurchase rights in its sole discretion for a period of thirty-six (36) months from the issuance date of the New
Class for an aggregate repurchase amount of fifty million dollars ($50,000,000)

 


Holder Name:________________ 

Debt Holder Allocation to Cutanogen: 10.5%

Preferred Holder Allocation to Cutanogen: 1.8%

(indicative, subject to verification of related investment amounts)

 





	Closing
    Date:	Three (3) business days following the attainment of the conditions precedent listed below; provided, however in the event of a Funding Date (defined below), such closing date shall be no later than the Funding Closing Date (defined below).

                                                                                

	 	 
	Funding
    Date and Funding Closing Date:	In
    the event that any funding is agreed for a minimum of a) $1.5 million for AMBS, or b) $2.5 million for Cutanogen, or c) $1.5
    million for AVDX (for any such funding, a “Funding Date”) the Holders agree to unconditionally release all of
    the assets of AMBS and a subordination of the Holders interests therein, by or before the first related closing date as agreed
    by the funding source (“Funding Closing Date”).



 


 


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	Conditions
    Precedent:	Documentation
        to evidence progress, completion or binding agreement to attain the following:

                                                                                                  

        1)     
        form of binding LOI from each Holder (convertible debt, preferred equity, etc.)

         

        2)     
        Letter of intent for the merger of AVDX and PHDx

         

        3)     
        Letter of intent for the investment of assets into AMBS by SeD BioMedical (or other entity owned by such owner) including
        a list of target assets

         

        4)     
        Summary of strategy for Cutanogen including a) documentation for the relationship with Alliqua, and b) prior to or contemporaneous
        with the first Funding Date, the issuance to Debt Holders and the Preferred Holders of the New Class of shares in Cutanogen

         

        5)     
        Debt Exchange agreement and closing docs

         

        6)     
        Preferred Exchange agreement and closing docs

         

        7)     
        Delivery of physical securities and notes by all Holders (including any warrants attached or issued) to escrow agent at
        location of closing & settlement

         

        8)     
        New securities to be issued to the Holder

         

        9)     
        Other documents, agreements, and requirements as identified by AMBS legal counsel as being necessary for closing the Tender
        Exchange

        



 


 


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Exhibit
B


 


Addendum
to Tender Exchange Letter of Intent


 


January
3, 2017


 


In
addition to the terms agreed to in the binding letter of intent, January 3, 2017, the following terms will be incorporated into
the definitive agreement. In the event of any inconsistency between these terms and the terms of such letter of intent, including
Exhibit A letter attached thereto, the terms of this Addendum shall prevail.


 


		1.	General



 





		a.	Management
                                         and Bankers have no intention of bringing variable rate financing into any of the transactions
                                         related to the Amarantus restructure strategy. In the unlikely scenario that a variable
                                         transaction is engaged, the structured note holders will have the right of participation
                                         in these structures.



 





		b.	New
                                         investors coming into either Amarantus or Avant will be subject to a lock up period in
                                         parallel with the release of the structured and/or preferred holders’ release from
                                         their lock up.



 





		c.	The
                                         secured holders will stand still from any action for 90 days to complete the Avant merger,
                                         for 90 days to complete the Cutanogen financing and restructure, and for 120 days to
                                         complete the Amarantus restructure and financing.



 





		d.	The
                                         strategies for the AMBS, AVDX and Cutanogen will only be implemented upon the signing
                                         of the LOI and the cooperative support of the secured debt holders. Funding would be
                                         pursued immediately following the signing of the LOI. Successful funding for any of the
                                         two entities at the following levels would trigger the unconditional release of all assets
                                         of AMBS by the debt holders: $2.5 million for Cutanogen, $1.5 million for AVDX, or $1.5
                                         million for AMBS, accompanied by an asset injected by SED Biomedical into AMBS that is
                                         valued by a nationally recognized firm at a minimum of $12.5 million.



 





		e.	The
                                         majority of the Series E holders must be in support of the terms agreed to by the secured
                                         holders.



 


		f.	Amarantus
                                         will pay up to $250,000 in aggregate for all of the Holder’s legal counsel representing
                                         parties to the Debt Exchange and the Preferred Exchange based on submitted invoices and
                                         all back-up to the Holder, and if the aggregate of invoices is in excess of the Maximum
                                         Legal Costs, then the Maximum Legal Costs will be allocated pro rata to each Holder
                                         based on their respective investment amount, which pro rata share may be combined
                                         for convenience for Holders using the same legal counsel; provided after such allocation,
                                         any legal costs in excess of each Holder’s allocation will be the responsibility
                                         of that Holder.



 


 


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		g.	The
                                         valuation at which new money, in excess of $1 million, comes into the public entities
                                         will be accompanied by a fairness opinion.



 


		2.	Amarantus



 


		a.	An
                                         LOI between Amarantus and Mr. Chan’s SED Biomedical, concerning injection of assets
                                         from SED Biomedical to Amarantus, will be filed with the SEC within 30 days of the signing
                                         of the LOI. A list of the targeted assets will be included in the LOI filed.



 


		b.	Shares
                                         will be reserved for conversion by secured and preferred holders.



 


		3.	Cutanogen



 


		a.	Secured
                                         and preferred holders will have the ability to sell their interest in Cutanogen to a
                                         third party upon approval from the newly appointed board of directors of Cutanogen.



 


		b.	A
                                         letter of intent is being drafted for Alliqua to provide management infrastructure to
                                         Cutanogen on an interim basis.



 


		4.	Avant-PHDx



 


		a.	An
                                         LOI between Avant and PHDx, concerning the merger of the two companies, will be filed
                                         with the SEC within 30 days of the signing of the LOI.



 


 


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Very
truly yours,


 


AMARANTUS
BIOSCIENCE HOLDINGS, INC.


 


By:_______________________


 


Gerald
E. Commissiong


 


President
& Chief Executive Officer


 


Agreed
and Accepted by:


 


		 
	 	 
	By:		 
	 	 
	 	 
	Name:		 
	 	 
	 	 
	Title:		 
	 	 	 
	Date:		 





 


 


Initials:
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