BioRestorative Therapies, Inc.

BioRestorative Therapies, Inc.

000 Xxxxxxxx Xxxxx, Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

March 12, 2014

TDA Consulting Services, Inc.

000 Xxx Xxxx Xxx #0000

Xx. Xxxxxxxxxx, Xxxxxxx 00000

Attention: Xxxx Xxxxx, President

Gentlemen:

Reference is made to the Consulting Agreement, dated as of February 17, 2011, between BioRestorative Therapies, Inc. (formerly Stem Cell Assurance, Inc.) (the “Company”) and TDA Consulting Services, Inc. (the “Consultant”), as amended by the letters, dated April 18, 2012 and December 7, 2012, between the Company and the Consultant with respect thereto (the “Consulting Agreement”).

As additional compensation for the Services (as defined in the Consulting Agreement), (i) concurrently with the execution of this letter, the Consultant is being granted a warrant for the purchase of one hundred thousand (100,000) shares of the Company’s common stock, $.001 par value (“Common Stock”), which warrant shall be exercisable for a period of five (5) years, at an exercise price of fifty-three cents ($0.53) per share and (ii) the Company agrees that the exercise prices for the warrants held by the Consultant, dated April 18, 2012 and March 11, 2013, for the purchase of an aggregate of two hundred eighty thousand (280,000) shares of Common Stock (the “Outstanding Warrants”) are reduced to fifty-three cents ($0.53) per share and the Outstanding Warrants, as well as the warrant held by Consultant, dated August 5, 2009, for the purchase of 20,000 shares of Common Stock, shall remain exercisable until the fifth anniversary of the date hereof.

Except as amended hereby, the Consulting Agreement shall continue in full force and effect in accordance with its terms.

Very truly yours,

BIORESTORATIVE THERAPIES, INC.

By:

Xxxx Xxxxxxx

Chief Executive Officer

Agreed:

TDA CONSULTING SERVICES, INC.

By:

Xxxx Xxxxx

President