THIS NOTE HAS NOT (AND ANY SHARES OF STOCK
ISSUABLE UPON THE TRIGGERING OF AN EVENT OF DEFAULT MAY NOT HAVE) BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR ANY SHARES OF STOCK ISSUABLE UPON
THE TRIGGERING OF AN EVENT OF DEFAULT MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THIS NOTE OR SHARES OF STOCK ISSUABLE UPON DEFAULT UNDER THIS NOTE UNDER SUCH ACT UNLESS SUCH REGISTRATION
IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.


 


Amarantus Bioscience Holdings, Inc.


 


Demand
Promissory Note


 


	Face Amount:	$500,000	February 14, 2014
	 	 	New York, NY


 


FOR VALUE RECEIVED,
the undersigned Amarantus Bioscience Holdings, Inc., (the “Borrower”), promises to pay to the order of Dominion
Capital LLC, its successors or assigns (the “Lender”), FIVE HUNDRED THOUSAND DOLLARS ($500,000) (the “Face
Amount”) by the earlier of March 31, 2014 (the “Maturity Date”) or on demand (“Demand”)
in accordance with the terms hereof, together with interest, as provided herein. The Maturity Date is extendable at the option
of the Borrower to August 14, 2014. As provided herein, payment may be made in either cash or common stock of the Borrower, at
the option of the Lender.


 


Interest at the rate
of twelve percent (12.00%), compounded monthly until the Maturity Date or Demand is made, and any other amounts due hereunder are
payable in lawful money of the United States of America to the Lender. Interest may be paid in cash at the Maturity Date, which
includes the maturity on Demand at the option of the Lender, which election shall be communicated to the Lender in writing, with
a guaranteed minimum of six months interest on the Face Amount to be paid.


 


Section 1.          Maturity.
Subject to the prepayment provisions contained herein, the Face Amount, along with the interest accrued thereon, shall be repaid
in cash at the Maturity Date, unless Demand is otherwise made prior to such Maturity Date.


 


Section 2.          Redemption
Premium. Upon the delivery by either party of at least three (3) prior business days’ written notice, Borrower shall
repay, in cash, the greater of (a) one hundred and five percent (105%) of the aggregate principal balance and interest due on this
Note outstanding as of the date of Redemption, or (b) one hundred percent (100%) of the aggregate principal balance and interest
due on this Note outstanding as of the date of Redemption plus the maximum amount permitted by law. Such Redemption shall satisfy
Borrower’s obligations pursuant to this Note in full and this Note shall be of no further force and effect.


 




    	 



    	 



    

 


Section 3.          Transferability.
This Note and any of the rights granted hereunder are freely transferable or assigned by Lender, in whole or in part, in its sole
discretion and without notice to the Borrower.


 


Section 4.          Event
of Default.


 


(a)       In
the event that any one of the following events shall occur (whatever the reason and whether it shall be voluntary or involuntary
or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of
any administrative or governmental body), it shall be deemed an Event of Default:


 


(i)          Any
default in the payment of the principal of, interest on or other charges in respect of this Note, or any other note issued by the
Borrower for the benefit of the Lender, as and when the same shall become due and payable;


 


(ii)         Borrower
shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any breach
or default of any provision of this Note or any other agreement between the Borrower and the Lender;


 


(iii)        There
shall be a breach of any of the representations and warranties set forth in this Note or any transaction document executed contemporaneously
herewith; or


 


(iv)        Borrower,
shall commence, or there shall be commenced against Borrower any applicable bankruptcy or insolvency laws as now or hereafter in
effect or any successor thereto, or Borrower commences any other proceeding under any reorganization, arrangement, adjustment of
debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to Borrower or there is commenced against Borrower any such bankruptcy, insolvency or other proceeding which remains
undismissed for a period of sixty (60) days; or Borrower is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or Borrower suffers any appointment of any custodian, private or court
appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period
of sixty (60) days; or Borrower makes a general assignment for the benefit of creditors; or Borrower shall fail to pay or shall
state that it is unable to pay or shall be liable to pay, its debts as they become due or by any act or failure to act expressly
indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the
Borrower for the purpose of effecting any of the foregoing.


 


(b)      Upon
the occurrence of an Event of Default, the Lender shall give the Borrower notice of such occurrence, at which time the Borrower
shall have five (5) business days from receipt of such notice to pay the outstanding amount of the Note, with any unpaid interest
thereof, in full. In the event that full payment is not made upon the expiry of the five (5) day period, a default penalty equal
to two percent (2%) of the Face Amount per month during the period of Default (the “Default Penalty”). Lender
may then, at its sole discretion declare the entire then outstanding Face Amount of this Note together with any unpaid interest
and the Default Penalty immediately due and payable (a “Default Declaration”), in which event the Lender may,
at its sole discretion take any action it deems necessary to recover amounts due under this Note.


 




    	 



    	 



    

 


(c)       Upon
the occurrence of an Event of Default, the Lender shall be entitled to receive, in addition to the Face Amount of the Note, interest
thereon and the Default Penalty, the Lender shall be entitled to recover all of its costs, fees (including without limitation,
reasonable attorney’s fees and disbursements), and expenses relating collection and enforcement Note, including all costs
and expenses incurred by it in enforcing its rights under the Note and any transaction document entered into contemporaneously
herewith.


 


(d)       The
failure of Lender to exercise any of its rights hereunder in any particular instance shall not constitute a waiver of the same
or of any other right in that or any subsequent instance with respect to Lender or any subsequent holder. Lender need not provide
and Borrower hereby waives any presentment, demand, protest or other notice of any kind, and Lender may immediately and without
expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it
under applicable law. The remedies available to the Lender upon the occurrence of an Event of Default shall be cumulative.


 


Section 5.          Notices.
Any and all notices, service of process or other communications or deliveries required or permitted to be given or made pursuant
to any of the provisions of this Note shall be deemed to have been duly given or made for all purposes when hand delivered or sent
by certified or registered mail, return receipt requested and postage prepaid, overnight mail or courier as follows:


 


If to Lender,
at:


 


Dominion
Capital LLC


341 W. 38th
Street – 8th Floor


Suite 800


New York,
New York 10018


Attn: Mikhail
Gurevich


Or such
other address as may be given to the Borrower from time to time


 


If to Borrower,
at:


 


Amarantus
Bioscience Holdings, Inc.


 


Attn: Gerald
Commissiong


Or such
other address as may be given to the Lender from time to time


 




    	 



    	 



    

 


Section 6.         Usury.
This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the loan
evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Lender hereunder for the loan, use, forbearance
or detention of money exceed that permissible under applicable law. If at any time the performance of any provision of this Note
or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the
interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically
and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of
the Borrower and the Lender that all payments under this Note are to be credited first to interest as permitted by law, but not
in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever
is the lesser, and the balance toward the reduction of principal. The provision of this Section 6 shall never be superseded or
waived and shall control every other provision of this Note and all other agreements and instruments between the Borrower and
the Lender entered into in connection with this Note. To the extent permitted by applicable law, Borrower waives any right to
assert the defense of usury.


 


Section 7.          Governing
Law; Waiver of Jury Trial. This Note and the provisions hereof are to be construed according to and are governed by the laws
of the State of New York, without regard to principles of conflicts of laws thereof. Borrower agrees that the New York State Supreme
Court located in the County of New York, State of New York shall have exclusive jurisdiction in connection with any dispute concerning
or arising out of this Note or otherwise relating to the parties relationship. In any action, lawsuit or proceeding brought to
enforce or interpret the provisions of this Note and/or arising out of or relating to any dispute between the parties, Lender
shall be entitled to recover all of its costs and expenses relating collection and enforcement of this Note (including without
limitation, reasonable attorney’s fees and disbursements) in addition to any other relief to which Lender may be entitled.
Each party agrees that any process or notice to be served or delivered in connection with any action, lawsuit or proceeding brought
hereunder may be accomplished in accordance with the notice provisions set forth above or as otherwise provided by applicable
law. 


BORROWER HEREBY WAIVES TRIAL BY JURY IN
ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY
RELATING TO THIS NOTE.


 


Section 8.         Successors
and Assigns. Subject to applicable securities laws, this Note and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of Borrower and the successors and assigns of Lender.


 


Section 9.          Payment
of Legal Fees. All costs of collection, including any legal fees associated with this Note will be paid by the Borrower.


  


Section 10.        Amendment.
This Note may be modified or amended or the provisions hereof waived only with the written consent of Lender and Borrower.  


 


Section 11.        Severability.
Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Note.


 


[ SIGNATURE PAGE
TO FOLLOW ]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
Borrower has caused this Demand Promissory Note to be duly authorized officer and/or such individual borrower as of the date first
above indicated.


 


	 	Amarantus Bioscience Holdings, Inc.
	 	 	 
	 	By:	 
	 	 	Name: Marc E. Faerber
	 	 	Title: Chief Financial Officer