STOCK OPTION AGREEMENT, made as of the 12th day of March, 2014, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the “Company”), and Francisco Silva (the “Optionee”). WHEREAS, the Optionee is an employee of the Company or a parent or...

STOCK OPTION AGREEMENT, made as of the 12th day of March, 2014, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the “Company”), and Xxxxxxxxx Xxxxx (the “Optionee”).

WHEREAS, the Optionee is an employee of the Company or a parent or subsidiary thereof;

WHEREAS, pursuant to the Amended and Restated Executive Employment Agreement, dated as of May 10, 2011, as amended, between the Company and the Optionee, the Optionee is entitled to the grant of an option for the purchase of shares of Common Stock of the Company in the event that, as a direct result of the Optionee’s efforts, the Company has a scientific article published by a peer-reviewed publication.

WHEREAS, as a direct result of the Optionee’s efforts, the Company had a scientific article published by a peer-reviewed publication.

NOW, THEREFORE, in consideration of the foregoing, the Company hereby grants to the Optionee the right and option to purchase shares of Common Stock of the Company under and pursuant to the terms and conditions of the Company’s 2010 Equity Participation Plan (the “Plan”) and upon and subject to the following terms and conditions:

1.           GRANT OF OPTION. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase up to Forty Thousand (40,000) shares of Common Stock of the Company (the “Option Shares”) during the period commencing on March 12, 2014 and terminating at 11:59 P.M. on March 11, 2024.

2.           NATURE OF OPTION. The Option is not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, relating to “incentive stock options”.

3.           EXERCISE PRICE. The exercise price of each of the Option Shares shall be
Fifty-Three Cents ($0.53) (the “Exercise Price”). The Company shall pay all original issue or transfer taxes on the exercise of the Option.

4.           EXERCISE OF OPTIONS. (a) The Option shall be exercised in accordance with the provisions of the Plan. As soon as practicable after the receipt of notice of exercise and payment of the Exercise Price as provided for in the Plan, the Company shall tender to the Optionee a certificate issued in the Optionee’s name evidencing the number of Option Shares covered thereby.

(a)          The Company agrees that, as contemplated in Section 13(b) of the Plan, the Optionee may elect to have the Company reduce the number of Option Shares otherwise issuable by a number of Option Shares having a Fair Market Value (as defined in the Plan) equal to the exercise price of the Option being exercised. In the event of such election, the Company shall issue to the Optionee a number of Option Shares computed using the following formula:

X		=	Y (A-B)
			A
Where X		=	the number of Option Shares to be issued to the Optionee
Y		=	the number of Option Shares subject to this Option (or the portion thereof being cancelled)
A		=	the Fair Market Value of one Option Share
B		=	the Exercise Price

5.          TRANSFERABILITY. The Option shall not be transferable other than by will or the laws of descent and distribution and, during the Optionee’s lifetime, shall not be exercisable by any person other than the Optionee.

6.          TERMINATION OF EMPLOYMENT. To the extent the Option becomes exercisable, the Option shall remain exercisable until the Expiration Date notwithstanding any subsequent termination of employment with the Company or its subsidiaries for any reason whatsoever.

7.          INCORPORATION BY REFERENCE. The terms and conditions of the Plan are hereby incorporated by reference and made a part hereof.

8.          NOTICES. Any notice or other communication given hereunder shall be deemed sufficient if in writing and hand delivered or sent by registered or certified mail, return receipt requested, addressed to the Company, 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attention: Chief Executive Officer, and to the Optionee at the address indicated below. Notices shall be deemed to have been given on the date of hand delivery or mailing, except notices of change of address, which shall be deemed to have been given when received.

9.          BINDING EFFECT. This Stock Option Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

10.        ENTIRE AGREEMENT. This Stock Option Agreement, together with the Plan, contains the entire understanding of the parties hereto with respect to the subject matter hereof and may be modified only by an instrument executed by the party sought to be charged.

11.        GOVERNING LAW. This Stock Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, excluding choice of law rules thereof.

12.        EXECUTION IN COUNTERPARTS. This Stock Option Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument.

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13.         FACSIMILE SIGNATURES. Signatures hereon which are transmitted via facsimile, or other electronic image, shall be deemed original signatures.

14.         INTERPRETATION; HEADINGS. The provisions of this Stock Option Agreement shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto. The headings and captions under sections and paragraphs of this Stock Option Agreement are for convenience of reference only and do not in any way modify, interpret or construe the intent of the parties or affect any of the provisions of this Stock Option Agreement.

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IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement as of the day and year first above written.

BIORESTORATIVE THERAPIES, INC.

By:

Name: Xxxx Xxxxxxx

Title: Chief Executive Officer

Signature of Optionee

Xxxxxxxxx Xxxxx

Name of Optionee

Address of Optionee

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