Exhibit 10.1


 





 


AMARANTUS BIOSCIENCE HOLDINGS, INC.


 


2015 CONSULTANTS PLAN


 


		1.	Purpose of the Plan.



 


This 2015 Consultants Plan (the "Plan")
is intended as an incentive for consultants and advisors to Amarantus BioScience Holdings, Inc., a Nevada corporation (the "Company"),
and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as
amended (the "Code"), whose services are considered valuable, to encourage the sense of proprietorship and to stimulate
the active interest of such persons in the development and financial success of the Company and its Subsidiaries.


 


 


		2.	Administration of the Plan.



 


The Board of Directors of the Company (the
"Board") shall act as administrator of the Plan and shall designate recipients of grants and determine the terms and
conditions of the respective grants under the Plan.


 


The Board shall make such rules as it deems
necessary for the proper administration of the Plan, shall make all other determinations necessary or advisable for the administration
of the Plan and shall correct any defects or supply any omission or reconcile any inconsistency in the Plan or in any grants under
the Plan.


 


 


		3.	Designation of Grantees.



 


The persons eligible for participation in
the Plan as recipients of grants (the "Grantees" or the "Participants") shall include consultants and advisors
to the Company or any Subsidiary. In selecting Participants, and in determining the number of shares to be covered by each award
granted to Participants, the Board may consider any factors it deems relevant, including, without limitation, the Participant's
relationship to the Company, the Participant's degree of responsibility for and contribution to the growth and success of the Company
or any Subsidiary, the Participant's length of service, promotions and potential.


 


 


		4.	Stock Reserved for the Plan.



 


Subject to adjustment as provided in Section
5 hereof, a total of 1,000,000 shares of the Company's common stock, par value $0.001 per share (the "Stock"), shall
be subject to the Plan. The shares of Stock subject to the Plan shall consist of unissued shares, treasury shares or previously
issued shares held by any Subsidiary of the Company, and such number of shares of Stock shall be and is hereby reserved for such
purpose. Any of such shares of Stock that may remain unissued at the termination of the Plan shall cease to be reserved for the
purposes of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of
Stock to meet the requirements of the Plan.


 


 


		5.	Capital Change of the Company.



 


In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, the Board shall make
an appropriate and equitable adjustment in the number and kind of shares reserved for issuance under the Plan.


 


		6.	Purchase for Investment/Conditions.



 


Unless the shares covered by the Plan have
been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the Company has determined that
such registration is unnecessary, each person receiving Stock under the Plan may he required by the Company to give a representation
in writing that he is acquiring the securities for his own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof. The Board may impose any additional or further restrictions on awards of Stock as shall
be determined by the Board at the time of award.






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		7.	Taxes.



 


(a) The Company may make such provisions
as it may deem appropriate, consistent with applicable law, in connection with any grant made under the Plan with respect to the
withholding of any taxes (including income or employment taxes) or any other tax matters.


 


(b) If any Grantee, in connection with
the acquisition of Stock, makes the election permitted under Section 83(b) of the Code (that is, an election to include in gross
income in the year of transfer the amounts specified in Section 83(b)), such Grantee shall notify the Company of the election with
the Internal Revenue Service pursuant to regulations issued under the authority of Code Section 83(b).


 


 


		8.	Effective Date of Plan.



 


The Plan shall be effective on October 22,
2015.


 


		9.	Amendment and Termination.



 


The Board may amend, suspend, or terminate
the Plan, except that no amendment shall be made that would impair the rights of any Participant under any grant theretofore made
without the Participant's consent. 


 


		10.	Government Regulations.



 


The Plan, and the grant of Stock hereunder,
and the obligation of the Company to sell and deliver Stock shall be subject to all applicable laws, rules and regulations, and
to such approvals by any governmental agencies, national securities exchanges and interdealer quotation systems as may be required.


  


(a)  Certificates. All certificates
for shares of Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Board
may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, or other securities
commissions having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer quotation system
upon which the Stock is then listed or traded and the Board may cause a legend or legends to be placed on any such certificates
to make appropriate reference to such restrictions.


 


(b)  Limitation of Liability.
No member of the Board, or any officer or employee of the Company acting on behalf of the Board, shall be personally liable for
any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Board
and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, determination or interpretation.


 


(c)  Registration of Stock. Notwithstanding
any other provision in the Plan, no Stock may be issued unless and until the Stock to be issued has been registered under the Securities
Act and applicable state securities laws, or are, in the opinion of counsel to the Company, exempt from such registration in the
United States. The Company shall not be under any obligation to register under applicable federal or state securities laws any
Stock to be issued. If the Company chooses to comply with such an exemption from registration, the Stock issued under the Plan
may, at the direction of the Board, bear an appropriate restrictive legend restricting the transfer or pledge of the Stock represented
thereby, and the Board may also give appropriate stop transfer instructions with respect to such Stock to the Company's transfer
agent.


 






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		13.	Non-Uniform Determinations.



 


The Board's determinations under the Plan,
including, without limitation, (i) the determination of the Participants to receive awards, (ii) the form, amount and timing of
such awards, (iii) the terms and provisions of such awards and (iv) the agreements evidencing the same, need not be uniform and
may be made by it selectively among Participants who receive, or who are eligible to receive, awards under the Plan, whether or
not such Participants are similarly situated.


 


		14.	Governing Law.



 


The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the internal laws of the State
of Nevada, without giving effect to principles of conflicts of laws, and applicable federal law.


 






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