0001021771-11-000030 Sample Contracts

LEASE AGREEMENT
Lease Agreement • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec

THIS LEASE AGREEMENT (this “Lease”) is made this 20th day of January, 2010, between ORANGE COAST, LLC, a Delaware limited liability company (“Landlord”), and STEM CELL ASSURANCE, INC., a Nevada corporation (“Tenant”).

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Contract
Stock Grant Agreement • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec • Nevada

STOCK GRANT AGREEMENT made as of the 21st day of April, 2011 between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and JOEL SAN ANTONIO (the “Grantee”).

SCIENTIFIC ADVISORY BOARD AGREEMENT
Scientific Advisory Board Agreement • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec • Florida

SCIENTIFIC ADVISORY BOARD AGREEMENT, dated as of June 10, 2011, by and between NAIYER IMAM, M.D. (the “Advisor”), having an address at 6185 Steeplechase Drive, Roanoke, Virginia, and STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), having offices at 555 Heritage Drive, Suite 130, Jupiter, Florida 33458.

Contract
Stock Option Agreement • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec • Nevada

STOCK OPTION AGREEMENT, made as of the 24th day of June, 2011, between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and AMIT PATEL, M.D. (the “Optionee”).

Contract
Stock Grant Agreement • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec • Nevada

STOCK GRANT AGREEMENT, made as of the 31st day of May, 2011, between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and MARK WEINREB (the “Grantee”).

Contract
Stock Option Agreement • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec • Nevada

STOCK OPTION AGREEMENT, made as of the 10th day of June, 2011, between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and NAIYER IMAM, M.D. (the “Optionee”).

Contract
Termination Agreement • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec • Florida

TERMINATION AGREEMENT, dated as of June 15, 2011 (the “Agreement”), by and between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and RICHARD M. PROODIAN (the “Executive”).

May 31, 2011 Mr. Mark Weinreb c/o Stem Cell Assurance, Inc.
Stem Cell Assurance, Inc. • July 11th, 2011 • Services-misc health & allied services, nec
FIRST AMENDMENT TO LEASE
Lease • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec

This First Amendment to Lease (this “First Amendment”) is made as of March 11, 2011, by and between ORANGE COAST, LLC, a Delaware limited liability company (“Landlord”), and STEM CELL ASSURANCE, INC., a Nevada corporation (“Tenant”).

STEM CELL ASSURANCE, INC. SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXY
Shareholder Agreement and Irrevocable Proxy • July 11th, 2011 • Stem Cell Assurance, Inc. • Services-misc health & allied services, nec

This Shareholder Agreement and Irrevocable Proxy is by and between Richard M. Proodian (“Proodian”) and Mark Weinreb (“Weinreb”). Proodian and Weinreb agree that the 21,522,609 shares of common stock, par value $.001 per share (the “Common Stock”), of Stem Cell Assurance, Inc. (the “Company”) owned by Proodian, and any and all shares of capital stock issued in connection with a stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, conversion or similar transaction (collectively, “Shares”), shall be voted as determined by Weinreb.

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