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Old Hillbilly

05/09/13 5:20 PM

#73074 RE: nof_k #73066

You are looking at the wrong note. This is not the $2million note.
it is a $ 187,500 note:
01/28/2013
http://www.sec.gov/Archives/edgar/data/1424812/000125529413000296/ex10_35.htm

2.2 Conversion Price.

(a) Calculation of Conversion Price. The conversion price (the “Conversion Price”) shall be the Fixed Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Fixed Conversion Price” shall mean $0.015 per share. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within three (3) business days of receipt by the Company of the Notice of Conversion (the “Grace Period”). In addition to the provisions of 1.4(g), if the Holder has not received the aforementioned shares of Common Stock within 3 business days from the delivery of a Notice of Conversion to the Company and/or the transfer agent, then a penalty payment of $500 per day shall be added to the outstanding balance of this Note after Grace Period until the Holder has received the Common Stock



This note was used to pay for 60% Guaranteed Interest in old notes with a better conversion price!:

Effective Date: 01/28/13
Principal Amount due hereunder: $187,500.00
Interest Rate: 25% Guaranteed Interest
Maturity Date: July 30, 2013
Description of Debt: 60% Guaranteed Interest on the following Notes
05/13/11 - $25,000 05/26/11 - $25,000 06/09/11 - $31,250
04/15/11 - $100,000 05/24/11 - $25,000 06/07/11 - $31,250
04/18/11 - $25,000 05/19/11 - $50,000
Total: $312,500 total debt * 60% = $187,500




IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on 01/28/13.


AMARANTUS BIOSCIENCE, INC. Dominion Capital, LLC
By: /s/ Marc E. Faerber By:/s/Mikhail Gurevich
Marc E. Faerber, CFO Mikhail Gurevich, Managing Member



The $2mil conversion price is .1
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