3.1 Articles of Incorporation of Amarantus Bioscience, Inc...

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2013

AMARANTUS BIOSCIENCE, INC.(Exact name of registrant as specified in its charter)

Delaware 333-148922 26-0690857

(State or other jurisdiction ofincorporation or organization)

(Commission File Number) IRS EmployerIdentification No.)

675 Almanor AveSunnydale, CA 94085

(Address of Principal Executive Offices) (Zip Code)

(408) 737-2734(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any ofthe following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 22, 2013, Amarantus Bioscience, Inc., a Delaware corporation (the “Amarantus Delaware”), filed with the Secretary of State of theState of Nevada Articles of Merger, pursuant to which Amarantus Delaware merged with and into Amarantus Bioscience, Inc., a Nevadacorporation (“Amarantus Nevada”), and former wholly-owned subsidiary of Amarantus Delaware (formed solely for the purpose ofreincorporating in the State of Nevada). The Articles of Merger were filed pursuant to that certain Agreement and Plan of Merger, datedMarch 22, 2013, by and between Amarantus Delaware and Amarantus Nevada (the “Merger Agreement”). Pursuant to the terms of theMerger Agreement and the Articles of Merger, Amarantus Nevada became the surviving corporation (hereinafter referred to as the“Company”) and Amarantus Delaware ceased to exist (the “Reincorporation”). The Reincorporation was approved by (i) the AmarantusDelaware board of directors by unanimous written consent on November 25, 2012; (ii) a majority of the Amarantus Delaware shareholders ata special meeting of shareholders held on November 13, 2012; and (iii) the Amarantus Nevada board of directors by unanimous writtenconsent on March 22, 2013.

The Reincorporation will not result in any change to the Company’s headquarters, business, management, location of executive offices orfacilities, number of employees, taxes payable to the State of California, assets, liabilities or net worth. The Company’s common stock willcontinue to be quoted on the Over-the-Counter Bulletin Board under the symbol “AMBS.” The Company shareholders will not be required toundertake an exchange of Company certificates.

On March 26, 2013, the Company and Generex Biotechnology Corporation entered into an agreement of termination and release terminatingthe letter agreement between them dated May 30, 2011. A copy of the Agreement of Termination and Release is filed herewith as Exhibit 10.1.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As more fully described in Item 1.01 above, the Company filed Articles of Merger with the State of Nevada to effect the Reincorporation. Asa result, the Articles of Incorporation and bylaws of Amarantus Nevada became the Articles of Incorporation (the “Surviving Articles”) andbylaws (the “Surviving Bylaws”) of the Company. A copy of the Surviving Articles and Surviving Bylaws is filed herewith as Exhibit 3.1and Exhibit 3.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

2.1 Agreement and Plan of Merger, dated March 14, 2013, by and between Amarantus Bioscience Inc., a Delaware

corporation, and Amarantus Bioscience, Inc., a Nevada corporation

2.2 Articles of Merger, filed with the Secretary of State of Nevada on March 22, 2013

3.1 Articles of Incorporation of Amarantus Bioscience, Inc., a Nevada corporation, filed with the Secretary of State ofNevada on March 22, 2013

3.2 Bylaws of Amarantus Bioscience, Inc., a Nevada corporation

10.1 Agreement of Termination and Release dated March 26, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned thereunto duly authorized.

AMARANTUS BIOSCIENCE, INC. Date: April 1, 2013 By: /s/ Gerald E. Commissiong Name: Gerald E. Commissiong Title: Chief Executive Officer

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) is made as of March 22, 2013, by and between Amarantus

Bioscience, Inc., a Delaware corporation (“Amarantus Delaware”), and Amarantus Bioscience, Inc., a Nevada corporation (“AmarantusNevada”). Amarantus Delaware and Amarantus Nevada are hereinafter sometimes collectively referred to as the “Constituent Corporations.”

RECITALS

A. Amarantus Delaware was incorporated in 2008 as Jumpkicks, Inc., changed its name to Amarantus Biosciences, Inc. in June 2011,

and changed its name to Amarantus Bioscience, Inc. on 27 November 2012. Its current authorized capital stock consists of: (1) 1,000,000,000shares of Common Stock, par value $0.001 (“Amarantus Bioscience, Inc. Delaware Common Stock”), of which 367,790,239 shares areissued and outstanding; and (2) 10,000,000 shares of Preferred Stock, par value $0.001 (“Amarantus Bioscience, Inc. Delaware PreferredStock”), of which 250,000 shares are issued and outstanding.

B. Amarantus Nevada was incorporated on March 22, 2013. Its authorized capital stock consists of: (1) 1,000,000,000 shares of

Common Stock, with a par value of $0.001 per share (“Amarantus Bioscience, Inc. Nevada Common Stock”), of which, pursuant to the termsof this Agreement and Plan of Merger, 367,790,139 shares will be issued and outstanding at the Effective Time (as defined below); and (2)10,000,000 shares of Preferred Stock, $0.001 par value (“Amarantus Bioscience, Inc. Nevada Preferred Stock”), of which, pursuant to theterms of this Agreement and Plan of Merger, 250,000 shares are issued and outstanding at the Effective Time.

C. The respective Boards of Directors of Amarantus Delaware and Amarantus Nevada deem it advisable and to the advantage of each of

the Constituent Corporations that Amarantus Delaware merge with and into Amarantus Nevada upon the terms and subject to the conditionsset forth in this Merger Agreement for the purpose of effecting a change of the state of incorporation of Amarantus Delaware from Delawareto Nevada.

D. The Boards of Directors and the majority of the shareholders, by Written Consent, of each of the Constituent Corporations have

approved this Merger Agreement. NOW, THEREFORE, the parties do hereby adopt the plan of reorganization set forth in this Merger Agreement and do hereby agree that

Amarantus Delaware shall merge with and into Amarantus Nevada on the following terms, conditions, and other provisions: 1. MERGER AND EFFECTIVE TIME. At the Effective Time (as defined below), Amarantus Delaware shall be merged with and

into Amarantus Nevada (the “Merger”), and Amarantus Nevada shall be the surviving corporation of the Merger (the “SurvivingCorporation”). The Merger shall become effective upon the close of business on the date when a duly executed copy of this MergerAgreement, along with all required officers' certificates, is filed with the Secretary of State of the State of Nevada, (the “Effective Time”).

2. EFFECT OF MERGER. At the Effective Time, the separate corporate existence of Amarantus Delaware shall cease; the

corporate identity, existence, powers, rights and immunities of Amarantus Nevada, as the Surviving Corporation, shall continue unimpaired bythe Merger; and Amarantus Nevada shall succeed to and shall possess all the assets, properties, rights, privileges, powers, franchises,immunities and purposes, and be subject to all the debts, liabilities, obligations, restrictions and duties of Amarantus Delaware, all withoutfurther act or deed. The Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation.

3. GOVERNING DOCUMENTS. At the Effective Time, the Certificate of Incorporation of Amarantus Delaware in effect

immediately prior to the Effective Time shall become the Certificate (Articles) of Incorporation of the Surviving Corporation and the Bylawsof Amarantus Delaware in effect immediately prior to the Effective Time shall become the Bylaws of the Surviving Corporation.

4. DIRECTORS AND OFFICERS. At the Effective Time, the directors and officers of Amarantus Delaware shall be and become

the directors and officers (holding the same titles and positions) of the Surviving Corporation and after the Effective Time shall serve inaccordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

5. CONVERSION OF SHARES OF AMARANTUS BIOSCIENCE, INC. DELAWARE. Subject to the terms and conditions of

this Agreement, at the Effective Time, each share of Amarantus Delaware Common Stock outstanding immediately prior thereto shall beautomatically changed and converted into one fully paid and nonassessable, issued and outstanding share of Amarantus Nevada CommonStock. At the Effective Time each share of Amarantus Delaware Preferred Stock outstanding immediately prior thereto shall be automaticallychanged and converted into one fully paid and nonassessable, issued and outstanding share of Amarantus Nevada Preferred Stock.

6. CANCELLATION OF SHARES OF AMARANTUS BIOSCIENCE, INC. DELAWARE. At the Effective Time, all of the

previously issued and outstanding shares of Amarantus Delaware Common Stock and Preferred Stock that were issued and outstandingimmediately prior to the Effective Time shall be automatically retired and canceled.

7. STOCK CERTIFICATES. At and after the Effective Time, all of the outstanding certificates that, prior to that date, represented

shares of Amarantus Delaware Common Stock shall be deemed for all purposes to evidence ownership of and to represent the number ofshares of Amarantus Nevada Common Stock into which such shares of Amarantus Delaware Common Stock are converted as providedherein. At and after the Effective Time, all of the outstanding certificates that, prior to that date, represented shares of a series of AmarantusDelaware Preferred Stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of the series ofAmarantus Nevada Preferred Stock into which such shares of Amarantus Delaware Preferred Stock are converted as provided herein. Theregistered owner on the books and records of Amarantus Delaware of any such outstanding stock certificate for Amarantus DelawareCommon Stock or Amarantus Delaware Preferred Stock shall, until such certificate shall have been surrendered for transfer or otherwiseaccounted for to Amarantus Nevada or its transfer agent, be entitled to exercise any voting and other rights with respect to, and to receive anydividend and other distributions upon, the shares of Amarantus Nevada Common Stock or Amarantus Nevada Preferred Stock evidenced bysuch outstanding certificate as above provided.

8. CONVERSION OF OPTIONS AND WARRANTS. At the Effective Time, all outstanding and unexercised portions of all

warrants to purchase or acquire Amarantus Delaware Preferred Stock shall become warrants to purchase or acquire, on the same terms andconditions, the same number of shares of the same series of Amarantus Nevada Preferred Stock.

9. FRACTIONAL SHARES. No fractional shares of Amarantus Delaware Common Stock or Preferred Stock will be issued in

connection with the Merger. In lieu thereof, Amarantus Nevada shall pay each shareholder of Amarantus Delaware who would otherwise beentitled to receive a fractional share of Amarantus Nevada Common Stock or Preferred Stock (assuming the aggregation of all shares held bythe same holder of more than one stock certificate representing shares of Amarantus Delaware Common Stock or Preferred Stock, as the casemay be) a cash amount equal to the applicable fraction multiplied by the fair market value of a share of Amarantus Nevada Common Stock orPreferred Stock, as the case may be, as determined by the Board of Directors of Amarantus Nevada in good faith (the “Fair Market Value PerShare”). Upon exercise of each assumed option of Amarantus Bioscience, Inc. to purchase Amarantus Delaware Common Stock, cash will bepaid by Amarantus Nevada in lieu of any fractional share of Amarantus Delaware Common Stock, respectively, issuable upon exercise ofsuch option, and the amount of cash received for such fractional share shall be the Fair Market Value Per Share upon exercise thereofmultiplied by the applicable fraction, less the unpaid exercise price per share for such fraction.

10. FURTHER ASSURANCES. From time to time, as and when required by the Surviving Corporation or by its successors or

assigns, there shall be executed and delivered on behalf of Amarantus Delaware such deeds, leases, assignments and other instruments, andthere shall be taken or caused to be taken by it all such further action as shall be appropriate, advisable or necessary in order to vest, perfect orconfirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interests, assets, rights, privileges,immunities, powers, franchises and authority of Amarantus Delaware, and otherwise to carry out the purposes of this Merger Agreement. Theofficers and directors of the Surviving Corporation are fully authorized in the name of and on behalf of Amarantus Nevada, or otherwise, totake any and all such actions and to execute and deliver any and all such deeds and other instruments as may be necessary or appropriate toaccomplish the foregoing.

11. ABANDONMENT. At any time before the Effective Time, this Merger Agreement may be terminated and the Merger

abandoned by the Board of Directors of Amarantus Delaware or Amarantus Nevada, notwithstanding approval of this Merger Agreement bythe Boards of Directors and shareholders of Amarantus Delaware and Amarantus Nevada.

12. AMENDMENT. At any time before the Effective Time, this Merger Agreement may be amended, modified or supplemented

by the Boards of Directors of the Constituent Corporations, notwithstanding approval of this Merger Agreement by the shareholders ofAmarantus Delaware and Amarantus Nevada; provided, however, that any amendment made subsequent to the adoption of this Agreement bythe shareholders of Amarantus Delaware or the shareholders of Amarantus Nevada shall not: (i) alter or change the amount or kind of shares,securities, cash, property and/or rights to be received in exchange for or upon conversion of any shares of any class or series of AmarantusDelaware; (ii) alter or change any of the terms of the Certificate of Incorporation of the Surviving Corporation to be effected by the Merger; or(iii) alter or change any of the terms or conditions of this Merger Agreement if such alteration or change would adversely affect the holders ofany shares of any class or series of Amarantus Delaware or Amarantus Nevada.

13. TAX-FREE REORGANIZATION. The Merger is intended to be a tax-free plan of reorganization within the meaning of

Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

14. GOVERNING LAW. This Agreement shall be governed by and construed under the internal laws of the State of New York,except to the extent that the laws of the State of Nevada would apply in matters relating to the internal affairs of Amarantus Nevada and theMerger.

15. COUNTERPARTS. In order to facilitate the filing and recording of this Merger Agreement, it may be executed in any number

of counterparts, each of which shall be deemed to be an original.

[-signature page follows-] IN WITNESS WHEREOF, this Merger Agreement is hereby executed on behalf of each of the Constituent Corporations and

attested by their respective officers hereunto duly authorized.

Amarnatus Bioscience, Inc.a Delaware corporation

Amaratus Bioscience, Inc.a Nevada corporation

By: /s/ Gerald E. Commissiong By: /s/ Gerald E. Commissiong Name: Gerald E. Commissiong Name: Gerald E. Commissiong Title: Chief Executive Officer Title: Chief Executive Officer Attest: Attest: By: /s/ Marc Faebar By: /s/ Marc Faebar Name: Marc Faebar Name: Marc Faebar Title: Secretary Title: Secretary

ROSS MILLERSecretary of State204 North Carson Street, Suite 1Carson City, Nevada 89701-4520(775) 684-5708Website: www.nvsos.gov

Articles of Merger (PURSUANT TO NRS 92A.200)

Page 1

Filed in the office of/s/ Ross MillerRoss MillerSecretary of StateState of Nevada

Document Number 20130193120-12

Filing Date and Time03/22/2013 2:03 PM

Entity NumberE0146522013-6

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Merger

(Pursuant to NRS Chapter 92A)

1)Name and jurisdiction of organization of each constituent entity (NRS 92A.200): ¨If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information

for each additional entity from article one.

Amarantus Bioscience, Inc. Name of merging entity Delaware Corporation Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * and, Amarantus Bioscience, Inc. Name of surviving entity Nevada Corporation Jurisdiction Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 1

Revised: 8-31-11



Page 2


2)Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in

the merger - NRS 92A.190):

Attn:

c/o: 3)Choose one: xThe undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

¨The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).

4)Owner's approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity): ¨If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information

for each additional entity from the appropriate section of article four.

(a)Owner's approval was not required from

Name of merging' entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable

and; or; Name of surviving entity, if applicable


Revised: 8-31-11



Page 3


(b)The plan was approved by the required consent of the owners of *:

Amarantus Bioscience, Inc. (a Delaware corporation) Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or; Amarantus Bioscience, Inc. (a Nevada corporation) Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all thetrustees and beneficial owners of each business trust that is a constituent entity in the merger.


Revised: 8-31-11



Page 4


(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whoseapproval of the plan of merger is required by the articles of incorporation of the domestic corporation.

Name of merging entity, if applicable




and, or;

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.Nevada Secretary of State 92A Merger Page 4

Revised: 8-31-11



Page 5


5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS

92A.200)*:

6) Location of Plan of Merger (check a or b):

¨ (a) The entire plan of merger is attached;or,

x (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company orbusiness trust, or at the records office address if a limited partnership, or other place of business of the surviving entity(NRS 92A.200).

7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

Date: Time:

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or"Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany theamended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more ofsubsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of thesurviving entity may be changed.


Revised: 8-31-11



Page 6


8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada

limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of eachNevada limited-liability company with managers or one member if there are no managers; A trustee of eachNevada business trust (NRS 92A.230)*

¨̈ If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the

required information for each additional entity from article eight.

Amarantus Bioscience, Inc. (Delaware) Name of merging entity X/s/ Gerald commissiong President/CEO 11 Mar 2013 Signature Title Date Name of merging entity X Signature Title Date Name of merging entity X Signature Title Date Name of merging entity X Signaturec Title Date and, Amarantus Bioscience, Inc. (Nevada) Name of surviving entity X/s/ Gerald commissiong President/CEO 11 Mar 2013 Signature Title Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.


Revised: 8-31-11

ROSS MILLERSecretary of State204 North Carson Street, Suite 4Carson City, Nevada B9701-4620(775) 684-5708Website: www.nvsos.gov

Filed in the office of

/s/ Ross Miller Ross Miller Secretary of State State of Nevada

Document Number20130192350-76

Articles of

Incorporation

Filing Date and Time03/22/2013 10:55 AM

(PURSUANT TO NRS CHAPTER 78) Entity NumberE0146522013-6


1. Name of Corporation:

AMARANTUS BIOSCIENCE, INC.

2. Registered Agent for Service of Process: (check only one box)

x x Commercial Registered Agent: Vcorp Services, LLC

Name ¨ Noncommercial Registered Agent

(name and address below)OR ¨ Office or Position with Entity

(name and address below) Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position with Entity Nevada Street Address City Zip Code Nevada Mailing Address (If different from street address) City Zip Code

3. AuthorizedStock: (number of shares corporation is authorized to issue)

Number of shares withpar value: 1,010,000,000

Par valueper share: $ 0.001

Number of shareswithout par value:

4. Names and Addresses of the Board of Directors/Trustees: (each Director/Trustee must be a natural person at least 18 years of age; attach additional page if more than two directors/trustees)

1) Gerald Commissiong Name 675 Almanor Avenue Sunnyvale CA 94085 Street Address City State Zip Code 2) John Commissiong Name 675 Almanor Avenue Sunnyvale CA 94085 Street Address City State Zip Code

5. Purpose: (optional; see Instructions)

The purpose of the corporation shall be:

6. Name, Address and Signature of Incorporator: (attach additional page if more than one Incorporator)

Gerald Commissiong X /s/ Gerald Commissiong Name Incorporator Signature 675 Almanor Avenue Sunnyvale CA 94085 Address City State Zip Code

7. Certificate of Acceptance of Appointment of Registered Agent:

I hereby accept appointment as Registered Agent for the above named Entity. X 3/13/13

Authorized Signature of Registered Agent or On Behalf of Registered AgentEntity

Date

This form must be accompanied by appropriate fees. Nevada Secretary of State NRS 78 Articles

Revised: 3-10-11

ATTACHMENT TO ARTICLES OF INCORPORATION

OF


# 4 continued- list of directors

Robert L. Harris- 675 Almanor Avenue Sunnyvale, CA 94085

ARTICLES OF INCORPORATIONOF


ARTICLE I

CORPORATE NAME

The name of the corporation (the “Corporation”) is Amarantus Bioscience, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Nevada is 1645 Village Center Circle, Suite 170, Las Vegas, Nevada 89134.The name of its registered agent at such address is VCorp Services, LLC.

ARTICLE III

CORPORATE PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Nevada RevisedStatutes.

ARTICLE IV

AUTHORIZED SHARES

The total number of shares of capital stock that the Corporation shall have the authority to issue is One Billion Ten Million (1,010,000,000)shares consisting of One Billion (1,000,000,000) shares of common stock with a par value of $0.001 per share and Ten Million (10,000,000)shares of preferred stock having a stated value of $0.001 per share.

The Board of Directors is expressly authorized, subject to any limitations prescribed by law and the provisions of this Article IV, to providefor the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Nevada, toestablish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rightsof the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respectto each series shall include, but not be limited to, determination of the following:

A. the number of shares constituting that series and the distinctive designation of that series;

B. the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relativerights of priority, if any, of payment of dividends on shares of that series;

C. in addition to the voting rights provided by law, whether any series shall have voting rights, and, if so, the terms of such voting rights,including, but limited to, where the designated class has been given conversion rights, whether the holder of each share of ConvertiblePreferred Stock shall have the right to one vote for each share of Common Stock into which such Convertible Preferred Stock could then beconverted, and with respect to such vote, whether such holder shall have full voting rights and powers equal to the voting rights and powers ofthe holders of Common Stock, and, thereby, be entitled, notwithstanding any provision hereof, to notice of any shareholders’ meeting inaccordance with the bylaws of this corporation, and be entitled to vote, together with holders of Common Stock, with respect to any questionupon which holders of Common Stock have the right to vote. Notwithstanding any voting rights extended to the holder of each share ofConvertible Preferred Stock, fractional votes shall not, however, be permitted and any fractional voting rights available on an as-convertedbasis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearestwhole number (with one-half being rounded upward);

D. whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision foradjustment of the conversion rate in such events as the Board of Directors shall determine;

E. whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date ordates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary underdifferent conditions and at different redemption dates;

F. whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount ofsuch sinking fund;

G. the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, andthe relative rights of priority, if any, of payment of shares of the Corporation, and the relative rights of priority, if any, of payment of shares ofthat series; and

H. any other relative rights, preferences and limitations of that series.

ARTICLE V

BOARD OF DIRECTORS

A. (i) The Board of Directors of the Corporation shall initially consist of three (3) members and thereafter shall consist of the number ofdirectors that, from time to time, shall be fixed by, or in the manner provided in the Bylaws of the Corporation. The names and addresses ofthe individuals who are to serve as the initial Board of Directors of the Corporation until the first annual meeting of the stockholders, or untiltheir successors are duly elected and qualified are as follows:

Name Address

Gerald Commissiong 675 Almanor Avenue Sunnyvale, CA 94085 John Commissiong 675 Almanor Avneue Sunnyvale, CA 94085 Robert L. Harris 675 Almanor Avenue Sunnyvale, CA 94085

(ii) Elections of directors need not be done by written ballot unless the Bylaws of the Corporation shall otherwise provide.

B. The Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. In addition to the powersand authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers anddo all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the Nevada RevisedStatutes, these Articles of Incorporation, and any Bylaws adopted by the stockholders; provided, however, that notwithstanding any provisionin these Articles of Incorporation to the contrary, the stockholders may not adopt, repeal or amend the Bylaws of the Corporation without theaffirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Corporation’s outstanding shares of common stock;and provided further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors whichwould have been valid if such Bylaws had not been adopted.

ARTICLE VI

DIRECTOR AND OFFICER LIABILITY

Except as otherwise provided in Nevada Revised Statutes Section 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, adirector or officer is not individually liable to the Corporation, its stockholders or its creditors for any damages as a result of any act or failureto act in his capacity as a director or officer unless it is proven that: (a) his act or refusal to act constituted a breach of his fiduciary duties as adirector or officer; and (b) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law. In the event thatNevada law is amended to authorize the further elimination or limitation of liability of directors or officers, then this Article VI shall also bedeemed amended to provide for the elimination or limitation of liability to the fullest extent permitted by Nevada law, as so amended.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

A. Indemnification - General. The Corporation shall indemnify, to the fullest extent permitted by law, any person who was or is a party or isthreatened to be made a party to or is involved in any manner (including as witness) in any threatened, pending or completed action, suit orproceeding, whether civil or criminal, administrative or investigative and whether formal or informal or external or internal to the Corporation(other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or isor was serving at the request of the Corporation as a director or officer of any other Corporation, partnership, joint venture, trust or otherenterprise, including service with respect to any employee benefit plan, whether the basis of such proceeding is alleged action in an officialcapacity as a director or officer or in any other capacity while holding the office of director or officer against expenses (including attorneys’fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or her in connection with suchaction, suit or proceeding if he or she: (i) is not liable pursuant to Nevada Revised Statutes Section 78.138 and (ii) acted in good faith and in amanner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal actionor proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment,order, settlement, conviction or upon a plea of nolocontendere or its equivalent, shall not, in and of itself, create a presumption that the persondid not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and,with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding theforegoing, except as provided in the following paragraph, the Corporation shall indemnify any such person in connection with a proceeding(or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of theCorporation.

If a claim for indemnity under the preceding paragraph is not paid in full by the Corporation within forty-five (45) days after a written claimhas been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amountof the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shallbe a defense of any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advanceof its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not metthe standards of conduct which make it permissible under the Nevada Revised Statutes for the Corporation to indemnify the claimant for theamount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including itsBoard of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action thatindemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in theNevada Revised Statutes, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel orstockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct.

B. Derivative Actions. The Corporation shall indemnify, to the fullest extent permitted by law, any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgmentin its favor by reason or the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of theCorporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (includingattorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she(i) is not liable pursuant to Nevada Revised Statutes Section 78.138 and (ii) acted in good faith and in a manner he or she reasonably believedto be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue ormatter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the District Court ofthe State of Nevada or the court in which such action or suit was brought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which theDistrict Court or such other court shall deem proper.

C. Indemnification in Certain Cases. To the extent that a director or officer of the Corporation has been successful on the merits or otherwisein defense of any action, suit or proceeding referred to in Sections A and B of this Article VII or in defense of any claim, issue or mattertherein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connectiontherewith.

D. Procedure. Any indemnification under Sections A and B of this Article VII (unless ordered by a court) shall be made by the Corporationonly as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in such Sections A and B. Such determination may be made by any ofthe following: (i) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit orproceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable if a quorum of disinterested directors so directs, independent legalcounsel in a written opinion, or (iii) the stockholders.

E. Advances for Expenses. Expenses (including attorneys’ fees) incurred by a director or officer of the Corporation in defending any civil,criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the disposition of such action,suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall be ultimatelydetermined that he is not entitled to be indemnified by the Corporation as authorized in this Article VII.

F. Rights Not Exclusive. The right to indemnification provided by, or granted pursuant to, this Article VII (including the right toadvancement of expenses) shall be a contract right of each director and officer of the Corporation. The indemnification and advancement ofexpenses provided by, or granted pursuant to, the other Sections of this Article VII shall not be deemed exclusive of any other rights to whichthose seeking indemnification or advancement of expenses may be entitled under any law, Bylaw, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

G. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director,officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him orher in any capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him or her againstsuch liability under the provisions of this Article VII.

H. Construction. For the purposes of this Article VII, (i) references to “the Corporation” include all constituent corporations absorbed in aconsolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director or officer, of suchconstituent corporation or is or was serving at the request of such constituent corporation as a director or officer of another corporation,partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VII with respect to theresulting or surviving corporation as he or she would if he or she had served the resulting or surviving corporation in the same capacity; (ii)references to “other enterprises” shall include employee benefits plans; (iii) references to “fines” shall include any excise taxes assessed on aperson with respect to any employee benefit plan; (iv) references to “serving at the request of the Corporation as an officer or director” shallinclude any service in an official capacity as a director or officer of the Corporation or in any other capacity while holding the office of directoror officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefitplan, its participants or beneficiaries; and (v) a person who acted in good faith and in a manner he or she reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the bestinterests of the Corporation.”

I. Survival of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to this Article VII shall continue asto a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VIII

AMENDMENT

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the mannernow or hereafter prescribed by statute and by these Articles of Incorporation, and all rights conferred upon stockholders herein are grantedsubject to this reservation.

ARTICLE IX

ELECTION REGARDING CERTAIN TRANSACTIONS

The Corporation shall not be subject to the provisions of Nevada Revised Statutes Sections 78.378 to 78.3793, inclusive (Acquisition ofControlling Interest) or Nevada Revised Statutes Sections 78.411 through 78.444, inclusive (Combinations with Interested Stockholders).

ARTICLE X

INCORPORATOR

The name and mailing address of the incorporator is: Gerald Commissiong, 675 Almanor Avenue, Sunnyvale, CA 94085. The powers of theincorporator shall terminate upon the filing of these Articles of Incorporation with the Nevada Secretary of State.

The undersigned, being the incorporator named above, for the purpose of forming a corporation pursuant to the Nevada Revised Statutes, doesmake this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly hashereunto set his hand this 11 th day of March 2013.

/s/ Gerald Commissiong Gerald Commissiong, Incorporator

CORPORATE CHARTER

I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that AMARANTUS BIOSCIENCE, INC.,did on March 22, 2013, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and ofrecord in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the lawof said State of Nevada.

IN WITNESS WHEREOF, I have hereunto set myhand and affixed the Great Seal of State, at myoffice on March 22, 2013.

/s/ ROSS MILLER

ROSS MILLERSecretary of State

Certified By: GJ Jaillet Certificate Number: C20130322-2051 You may verify this certificate online at http://www.nvsos.gov/

ROSS MILLER

Instructions for Initial List,Registered Agent and State

Business License Application

Secretary of State202 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov

BYLAWS

OF


(a Nevada corporation)

ARTICLE I

OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Nevada shall be Vcorp Services, LLC, 1645 VillageCenter Circle, Ste 170, Las Vegas, NV 89134, or at such place as the board shall resolve. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixedby the board of directors (the “Board of Directors”), and may also have offices at such other places, both within and without the State ofNevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL Section 3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal-Nevada.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS’ MEETINGS Section 4. Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State ofNevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporationrequired to be maintained pursuant to Section 2 hereof.

Section 5. Annual Meeting.

(a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such otherbusiness as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board ofDirectors.

(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before

the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplementthereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of theBoard of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before anannual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To betimely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than theclose of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of thepreceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of theannual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement,notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annualmeeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event publicannouncement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annualmeeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is firstmade by the corporation. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before theannual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing suchbusiness, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest ofthe stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14Aunder the Securities Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a proponent to a stockholder proposal.Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form ofproxy for a stockholder’s meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act.Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with theprocedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meetingthat business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should sodetermine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

(c) Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for

election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting ofstockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directorsat the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at thedirection of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with theprovisions of paragraph (b) of this Section 5. Such stockholder’s notice shall set forth:

(i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director:

(A) the name, age, business address and residence address of such person;

(B) the principal occupation or employment of such person; (C) the class and number of shares of the corporation which are beneficially owned by such person; (D) a description of all arrangements or understandings between the stockholder and each nominee and any other

person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for

election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation suchperson’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

(ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5.

At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of thecorporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shallbe eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). Thechairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with theprocedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall bedisregarded.

(d) For purposes of this Section 5, “public announcement” shall mean disclosure in a press release reported by the Dow Jones

News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the U.S.Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Section 6. Special Meetings.

(a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes permitted under Chapter78 of the Nevada Revised Statutes, by (i) the Chairman of the Board of Directors; (ii) the Chief Executive Officer; (iii) by the shareholdersentitled to cast not less that twenty-five percent of the votes that any special meeting; or (iv) the Board of Directors pursuant to a resolutionadopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorizeddirectorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date,and at such time, as the Board of Directors shall determine.

(b) If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing,

specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of thecorporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shalldetermine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty(120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the requestshall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the noticeis not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place ofthe meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when ameeting of stockholders called by action of the Board of Directors may be held. Section 7. Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting ofstockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled tovote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place andpurpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after suchmeeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends ameeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is notlawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in allrespects as if due notice thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or bythese Bylaws, the presence, in person or by proxy duly authorized, of a majority of the shares entitled to vote, represented in person or byproxy, shall constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of the majority of shareholdersrepresented and voting at the meeting on any matter shall be the act of the shareholders unless specifically required otherwise in the Charter orArticles of Incorporation. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do businessuntil adjournment, notwithstanding withdrawal of enough shareholders to leave less than a quorum, if any action taken (other thanadjournment) is approved by at least a majority of the number of shares required as noted above to constitute a quorum. In the absence of aquorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of amajority of the shares represented thereat, but no other business shall be transacted at such meeting. Where a separate vote by a class or classesor series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of theoutstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to takeaction with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or theseBylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by theholders of shares of such class or classes or series shall be the act of such class or classes or series. Notwithstanding the foregoing, (1) thesale, transfer and other disposition of substantially all of the corporation's properties and (2) a merger or consolidation of the corporation shallrequire the approval by an affirmative vote of not less than two-thirds (2/3) of the corporation's issued and outstanding shares. Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjournedfrom time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When ameeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced atthe meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business, which might have beentransacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except asotherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as providedin Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to doso either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not bea stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or morepersons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) ormore persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary andis furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts withrespect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of themajority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote thesecurities in question proportionally. If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, amajority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest. Section 12. List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, acomplete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder andthe number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a placewithin the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the placewhere the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may beinspected by any stockholder who is present. Section 13. Action Without Meeting. Any action which, under any provision of law, may be taken at any annual or special meeting ofshareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the actions to be taken, shall besigned by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or takesuch action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixedas provided in Section 8 of these Bylaws, the record date for determining shareholders entitled to give consent pursuant to this Section 13,when no prior action by the Board has been taken, shall be the day on which the first written-consent is given. No action shall be taken by thestockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the written consent of thestockholders. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting dulyheld after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of thepersons entitled to vote not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or anapproval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutesof the meeting.

Section 14. Organization.

(a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or isabsent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled tovote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by thePresident, shall act as secretary of the meeting.

(b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings ofstockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, thechairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in thejudgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation,establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of thosepresent, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constitutedproxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencementthereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls forballoting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of themeeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS Section 15. Number and Qualification. The authorized number of directors of the corporation shall be not less than one (1) nor more thanthirteen (13) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shallshorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for anycause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meetingof the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16. Powers. Subject to limitation of the Articles of Incorporation, of these bylaws, and of actions required to be approved by theshareholders, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the directionof the Board of Directors. The Board of Directors may, as permitted by law, delegate the management of the day-to-day operation of thebusiness of the corporation to officers of the corporation or other persons, provided that the business and affairs of the corporation shall bemanaged and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to, or restriction of, suchgeneral powers, it is hereby expressly declared that the Board shall have the following powers:

(a) To select and remove all of the officers, agents and employees of the corporation, prescribe the powers and duties for them

as may not be inconsistent with law, or with the Articles of Incorporation or by these bylaws, fix their compensation, and require from them, ifnecessary, security for faithful service.

(b) To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations

therefore not inconsistent with law, with the Articles of Incorporation, or these bylaws, as they may deem best. (c) To adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock and to alter the form of such seal

and such of certificates from time to time in their judgment they deem best. (d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such

consideration as may be lawful. (e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered

therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidence ofdebt and securities therefor. Section 17. Election and Term of Office of Directors. Members of the Board of Directors shall hold office for the terms specified in theArticles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles ofIncorporation. Section 18. Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting fromdeath, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number ofdirectors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled bystockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of theBoard of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of thedirector for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy inthe Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 19. Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation tospecify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no suchspecification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from theBoard of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have powerto fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each directorso chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall havebeen duly elected and qualified. Section 20. Removal. Subject to the Articles of Incorporation, any director may be removed by the affirmative vote of the holders of amajority of the outstanding shares of the Corporation then entitled to vote, with or without cause. Section 21. Meetings.

(a) Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting ofstockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary andsuch meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in theoffice of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation,regular meetings of the Board of Directors may also be held at any place within or without the State of Nevada which has been designated byresolution of the Board of Directors or the written consent of all directors.

(c) Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directorsmay be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or anytwo of the directors.

(d) Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting bymeans of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear eachother, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e) Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in

writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time ofthe meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Noticeof any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat,except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened.

(f) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof,however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum bepresent and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shallbe filed with the corporate records or made a part of the minutes of the meeting. Section 22. Quorum and Voting.

(a) Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arisingunder Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with theArticles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time totime by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum bepresent or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of theBoard of Directors, without notice other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined bythe affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or theseBylaws. Section 23. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required orpermitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members ofthe Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes ofproceedings of the Board of Directors or committee. Section 24. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board ofDirectors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance ateach regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing hereincontained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, orotherwise and receiving compensation therefor.

Section 25. Committees.

(a) Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directorsappoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extentpermitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of theBoard of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority todeclare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of thecorporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amendingthe Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuanceof shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating todividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for,shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the numberof shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger orconsolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets,recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.

(b) Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, fromtime to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shallconsist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed bythe resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the ExecutiveCommittee in these Bylaws.

(c) Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with suchmember’s term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at anytime increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committeemember shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board ofDirectors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancycreated by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one ormore directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee,and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting andnot disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in the place of any such absent or disqualified member.

(d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other

committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by anysuch committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings needbe given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by suchcommittee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee ofthe time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directorsof the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writingat any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such specialmeeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is notlawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for thetransaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of suchcommittee. Section 26. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not beenappointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, achairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, anAssistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS Section 27. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, theChairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief FinancialOfficer, Chief Scientific Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board ofDirectors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and suchother officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles toone or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one timeunless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or inthe manner designated by the Board of Directors.

Section 28. Tenure and Duties of Officers.

(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have beenduly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time bythe Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b) Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at allmeetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonlyincident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from timeto time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporationand shall have the powers and duties prescribed in paragraph (c) of this Section 28.

(c) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board ofDirectors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected ChiefExecutive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of theBoard of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall performother duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directorsshall designate from time to time.

(d) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence ordisability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident totheir office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designatefrom time to time.

(e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shallrecord all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylawsof all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretaryshall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such otherduties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any AssistantSecretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shallperform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board ofDirectors or the President shall designate from time to time.

(f) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the

corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often asrequired by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have thecustody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his officeand shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time totime. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and performthe duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurerand each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such otherduties and have such other powers as the Board of Directors or the President shall designate from time to time. Section 29. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any otherofficer or agent, notwithstanding any provision hereof. Section 30. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to theSecretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time isspecified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, theacceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any,of the corporation under any contract with the resigning officer. Section 31. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majorityof the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superiorofficers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION Section 32. Execution of Corporate Instrument. The Board of Directors may, in its discretion, determine the method and designate thesignatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or tosign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except whereotherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgagesand other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, andcertificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, orthe President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instrumentsand documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner asmay be directed by the Board of Directors. All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporationshall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have anypower or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for anyamount. Section 33. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by thecorporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the personauthorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board ofDirectors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 34. Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such form as is consistentwith the Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed byor in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer orAssistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of thesignatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature hasbeen placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issuedwith the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or backthereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the sharesauthorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnishwithout charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other specialrights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within areasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written noticecontaining the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respectto this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations,preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitationsor restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders ofcertificates representing stock of the same class and series shall be identical. Section 35. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by thecorporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate ofstock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates,the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shallrequire or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be madeagainst the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed. Section 36. Transfers.

(a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in personor by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one ormore classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by suchstockholders in any manner not prohibited by the Nevada Revised Statutes.

Section 37. Fixing Record Dates.

(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon whichthe resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less thanten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which noticeis given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination ofstockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided,however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or otherdistribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days priorto such action. If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business onthe day on which the Board of Directors adopts the resolution relating thereto.

Section 38. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on itsbooks as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claimto or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except asotherwise provided by the laws of the State of Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION Section 39. Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stockcertificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or suchother person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprintedthereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an AssistantTreasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature,or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate securityshall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security maybe the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporatesecurity, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such otherperson as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officerwho shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on anysuch interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shallhave been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued anddelivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be suchofficer of the corporation.

ARTICLE IX

DIVIDENDS

Section 40. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles ofIncorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid incash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation. Section 41. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available fordividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves tomeet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose asthe Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any suchreserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR Section 42. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Section 43. Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a) Directors and Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by theNevada Revised Statutes; provided, however, that the corporation may modify the extent of such indemnification by individual contracts withits directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connectionwith any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) theproceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its solediscretion, pursuant to the powers vested in the corporation under the Nevada Revised Statutes or (iv) such indemnification is required to bemade under subsection (d).

(b) Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth inthe Nevada Revised Statutes.

(c) Expense. The corporation shall advance to any person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that heis or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer ofanother corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly followingrequest therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or onbehalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under thisBylaw or otherwise. Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by thecorporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which eventthis paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination isreasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to theproceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legalcounsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly andconvincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests ofthe corporation.

(d) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to

directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in acontract between the corporation and the director or officer. Any right to indemnification or advances granted by this Bylaw to a director orofficer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim forindemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of requesttherefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecutinghis claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that theclaimant has not met the standard of conduct that make it permissible under the Nevada Revised Statutes for the corporation to indemnify theclaimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding,whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) foradvances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in badfaith or in a manner that such person did not believe to be in or not opposed in the best interests of the corporation, or with respect to anycriminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of thecorporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard ofconduct set forth in the Nevada Revised Statutes, nor an actual determination by the corporation (including its Board of Directors, independentlegal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create apresumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right toindemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified,or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation.

(e) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other rightwhich such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holdingoffice. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agentsrespecting indemnification and advances, to the fullest extent not prohibited by the Nevada Revised Statutes.

(f) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be adirector, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance. To the fullest extent permitted by the Nevada Revised Statutes, the corporation, upon approval by the Board ofDirectors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h) Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this

Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent ofthe corporation.

(i) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competentjurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicableportion of this Bylaw that shall not have been invalidated, or by any other applicable law.

(j) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(i) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation,preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative or investigative.

(ii) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees,

witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection withany proceeding.

(iii) The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation

(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would havehad power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer,employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under theprovisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation ifits separate existence had continued.

(iv) References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include,

without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer,officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(v) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise

taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall includeany service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer,employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in amanner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to haveacted in a manner “not opposed to the best interests of the corporation” as referred to in this Bylaw.

ARTICLE XII

NOTICES Section 44. Notices.

(a) Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder,it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post officeaddress as shown by the stock record of the corporation or its transfer agent.

(b) Notice to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a), or

by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as suchdirector shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or

its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of thestockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method ofgiving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d) Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the

time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at timeof transmission.

(e) Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors,

but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employedin respect of any other or others.

(f) Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or

enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege,pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of suchstockholder or such director to receive such notice.

(g) Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of

law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of suchnotice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit togive such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whomcommunication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by thecorporation is such as to require the filing of a certificate under any provision of the Nevada Revised Statutes, the certificate shall state, if suchis the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whomcommunication is unlawful.

(h) Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the

Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and allnotices of meetings or of the taking of action by written consent without a meeting to such person during the period between such twoconsecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during atwelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have beenreturned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or heldwithout notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to thecorporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In theevent that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada Revised Statutes,the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

ARTICLE XII

AMENDMENTS Section 45. Amendments. The Board of Directors shall have the sole power to adopt, amend, or repeal Bylaws as set forth in the Articles of Incorporation.

ARTICLE XIV

LOANS TO OFFICERS

Section 46. Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or otheremployee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries,whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board ofDirectors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemedto deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE XV

BOARD OF ADVISORS Section 47. Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals whomay or may not be stockholders or directors of the corporation. The purpose of the Board of Advisors would be to advise the officers anddirectors of the corporation with respect to such matters as such officers and directors shall choose, and any other such matters which themembers of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation. The Board of Advisors shall meeton such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member ofthe Board of Advisors, nor the Board of Advisors itself, shall have any authority within the corporation or any decision making power andshall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommendpossible members to the Board of Directors, who shall approve or reject such appointments. Declared and certified as the Bylaws of Amarantus Bioscience, Inc. on March 22, 2013. Signature of Officer: /s/ Gerald E. Commissiong Name of Officer: Gerald E. Commissiong Position of Officer: Chief Executive Officer

AGREEMENT

OFTERMINATION AND RELEASE

AGREEMENT OF TERMINATION AND RELEASE, made this 26th day of March 2013 (the “Agreement”), by and between

Amarantus BioSciences, Inc. (“Amarantus”) and Generex Biotechnology Corporation (“Generex”). Amarantus and Generex collectively shallbe referred to as the “Parties.”

WHEREAS, the Parties hereto entered into a Letter Agreement dated as of May 30, 2011 (the “Letter Agreement”), which, among

other things, contains certain rights, obligations, and duties of the Parties; and WHEREAS, the Parties desire to mutually terminate the Letter Agreement; WHEREAS, each of the Parties desires to release each of the other Parties from any and all claims in connection with or relating to

the Letter Agreement; NOW THEREFORE, in consideration of the mutual covenants and other good and valuable considerations hereinafter contained,

the Parties agree as follows: 1. Recitals. The above recitals are incorporated into this Agreement. 2. Mutual Termination of the Letter Agreement. The Letter Agreement is hereby terminated so as to be rendered null and void

and of no further force and effect, and the Parties (and their assignees) are hereby relieved of all of their respective obligationsthereunder.

3. Mutual Release. Amarantus and Generex (and their past, present and future officers, directors, employees, servants, agents,

representatives, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each ofthem) hereby release each of the other Parties (and their past, present and future officers, directors, employees, servants,agents, representatives, attorneys, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, andassigns of each of them) from any and all claims, demands, damages, actions, causes of action or suits at law or in equity ofwhatever kind or nature, liabilities, verdicts, debts, judgments, liens and injuries, whether based upon the Letter Agreement orany other legal or equitable theory of recovery, known or unknown, past, present or future, suspected to exist or notsuspected to exist, anticipated or not anticipated, which have arisen or are now arising or hereafter may arise, whetherpresently asserted or not, in connection with or relating to the Letter Agreement (including, but not limited to, the performancerendered or not rendered thereunder).

4. Mutual Consent. The Parties hereto, and each of them, do hereby: (i) acknowledge that they have reviewed or caused to be

reviewed the Letter Agreement; (ii) acknowledge that they have reviewed or caused to be reviewed this Agreement; (iii)unconditionally consent to the termination of the Letter Agreement (and the consummation of the transactions contemplatedthereby) by Amarantus and Generex; and (iv) unconditionally consent to the release of any and all claims as described inSection 3.

5. Confidentiality. This Agreement is made on a confidential basis and the Parties agree to keep the substance, terms and

conditions hereof as well as all information obtained in connection herewith or therewith confidential and not to directly orindirectly disclose such substance, terms and conditions, or such information, to any other person or entity not a party to thisAgreement. Any claims that any party believes it has against another party will also remain confidential. Notwithstanding theforegoing, the Parties shall be entitled to make reference to the termination of the Letter Agreement in filings made by theParties with the United States Securities and Exchange Commission as may be reasonably required by applicable law. AllParties agree not to disparage or otherwise make unfavorable remarks regarding any other party to this Agreement.

6. Merger. All understandings and agreements heretofore had between the Parties, except as set forth herein, are null and void

and of no force and effect. 7. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate

original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of whichcounterparts shall be deemed an original instrument and all of which together shall constitute a single agreement.

8. Governing Law. This Agreement shall be interpreted and the rights and liabilities of the Parties determined in accordance with

the laws of the State of New York, excluding its conflict of laws rules.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement of Termination and Release as of the day and year first

written above.

AMARANTUS BIOSCIENCES, INC. By: /s/ Gerald Commissiong Name: Gerald Commissiong Title: President & CEO GENEREX BIOTECHNOLOGY

CORPORATION By: /s/ Mark A. Fletcher Name: Mark A. Fletcher Title: President & CEO

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