Amendment #1 to Convertible Promissory
Note


Originally Dated November 14, 2012


 


This Amendment to the Convertible Promissory Note originally
entered into between Amarantus Biosciences, Inc. ("Amarantus") and Dominion Capital, LLC ("Dominion") on November
14, 2012 (the "Original Agreement") is entered into on this 4th day of December, 2012.


 


Whereas, the parties desire to amend the Original Agreement
to adjust the Installment Payments (Article 1, Section 1.1), Amortization Payment Schedule, Share Reservation and Events of Default;
all on the terms set forth herein.


 


NOW THEREFORE, the parties agree as follows:


 


Section 1.1 of the Original Agreement is hereby amended in
its entirety to read as follows:


 


"1.1 Purchase Price.


 


The Borrower and Holder agree that the Purchase Price for
the Note shall be $600,000.00. Dominion Capital, LLC will fund installment payments of: $10,000 upon signing; $140,000 within 10
days; $150,000 within 20 days; $150,000 within 45 days; and $150,000 within 60 days.


 


Section 1.2 of the Original Agreement is hereby amended in
its entirety to read as follows:


 


"1.1 Amortization Payments.


 


Starting on May 14, 2013, the Borrower shall begin to redeem
the outstanding principal and interest of this Note (each, an "Amortization Payment") in accordance with the attached
Amortization Schedule (Appendix A.) Each Amortization Payment shall, at the option of the Borrower, be made in cash or, subject
to the Borrower complying with the Equity Conditions described in section 1.3, be made in Common Stock.


 


Appendix A of the Original Agreement is hereby amended in
its entirety to read as follows:


 


	Amortization Payments:	Principal plus (Interest)	Timing
	First Payment:	$150,000.00 + ($15,000.00)	May 14, 2013
	Second Payment:	$150,000.00 + ($15,000.00)	May 21, 2013
	Third Payment:	$150,000.00 + ($15,000.00)	May 28, 2013
	Fourth Payment:	$150,000.00 + ($15,000.00)	June 4, 2013




    	 



    	 



    

 Section 4.17 and 4.18 will be added o Article
IV as follows: 


4.17 Installment Payment Default.


 


It is hereby agreed that, at the sole discretion of the Holder,
if the Holder elects not to make any Installment Payment noted above by Bank transfer within 15 days of any Due Date, for any reason,
then the Debenture will automatically adjust to reflect the monies actually paid. The holder will have no further obligation or
liability.


 


4.18 Default Conversion Price


 


Upon the occurrence and during the continuation of any Event
of Default specified in Article IV, the Holder shall have the right to convert any outstanding principal and interest at a Conversion
Price of fifty percent (50%) of the lowest daily VWAP for the prior fifteen (15) day trading period prior to the applicable Conversion
date.


 


The share reservation with VStock Transfer is to be amended
as follows: An additional 18,000,000 shares are to be immediately added to the current share reservation of 12,000,000 shares for
the Convertible Promissory Note dated 11/14/2012.


 


All other terms and conditions of the Original Agreement
shall remain in full force and effect, unless modified by this Amendment. This amendment shall be governed and construed under
the laws of the State of New York, without regard to its conflict of laws provision.


 


	AMARANTUS Biosciences, INC.	Dominion Capital, LLC
	By: /s/ Gerald Commisiong	By: /s/ Mikhail Gurevich
	Gerald Commisiong, CEO	Mikhail Gurevich, Managing Member
	Date: December 12, 2012	


 



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