0001144204-13-019421 Sample Contracts

Contract
Stock Option Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

STOCK OPTION AGREEMENT, made as of the 7th day of December, 2012, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the “Company”), and A. Jeffrey Radov (the “Optionee”).

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Contract
Stock Option Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

STOCK OPTION AGREEMENT, made as of the 7th day of December, 2012, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the “Company”), and Mark weinreb (the “Optionee”).

BioRestorative Therapies, Inc.
Consulting Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

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”) (the “Consulting Agreement”).

March 26, 2013
Subscription Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

Reference is made to the Subscription Agreements, dated February 10, 2011, November 4, 2011 and March 30, 2012 (the “Agreements”), by and among Stem Cell Cayman Ltd. (“Cayman”), BioRestorative Therapies, Inc. (formerly Stem Cell Assurance, Inc.) (“BioRestorative”) and Westbury (Bermuda) Ltd. (the “Lender”) with respect to loans made by the Lender to Cayman in the amounts of $1,050,000, $1,000,000 and $1,500,000, respectively (the “Principal Amounts”), evidenced by Promissory Notes, dated February 10, 2011, November 4, 2011 and March 30, 2012 in the respective Principal Amounts (the “Notes”), which provide, as amended, that the respective Principal Amounts are payable on March 30, 2013 (the “Maturity Date”).

BioRestorative Therapies, Inc.
Executive Employment Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

Reference is made to the Amended and Restated Executive Employment Agreement, dated as of May 10, 2011, between BioRestorative Therapies, Inc. (formerly known as Stem Cell Assurance, Inc.) and Francisco Silva, as amended (the “Agreement”).

BioRestorative Therapies, Inc.
Executive Employment Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

Reference is made to the Amended and Restated Executive Employment Agreement, dated as of May 10, 2011, between BioRestorative Therapies, Inc. (formerly known as Stem Cell Assurance, Inc.) and Francisco Silva, as amended (the “Agreement”).

BioRestorative Therapies, Inc.
Consulting Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

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 Vintage Holidays, L.L.C. (the “Consultant”), as amended by the letters, dated July 1, 2011, September 1, 2011, January 1, 2012 and April 18, 2012, between the Company and the Consultant with respect thereto (the “Consulting Agreement”).

December 5, 2012
Subscription Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

Reference is made to the Subscription Agreements, dated February 10, 2011 and November 4, 2011 (the “Agreements”), by and among Stem Cell Cayman Ltd. (“Cayman”), BioRestorative Therapies, Inc. (formerly Stem Cell Assurance, Inc.) (“BioRestorative”) and Westbury (Bermuda) Ltd. (the “Lender”) with respect to loans made by the Lender to Cayman in the amounts of $1,050,000 and $1,000,000, respectively (the “Principal Amounts”), evidenced by Promissory Notes, dated February 10, 2011 and November 4, 2011, in the respective Principal Amounts (the “Notes”), which provided, as amended, that the respective Principal Amounts were payable on November 7, 2012 and November 4, 2012, respectively (the “Maturity Dates”).

BioRestorative Therapies, Inc.
Consulting Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

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 Vintage Holidays, L.L.C. (the “Consultant”) (the “Consulting Agreement”) and the letters, dated July 1, 2011, September 1, 2011 and January 1, 2012 (the “January 1, 2012 Letter”), between the Company and the Consultant with respect to the Consulting Agreement.

CONSULTING AGREEMENT
Consulting Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Massachusetts

THIS CONSULTING AGREEMENT, dated as of August 16, 2012, by and between Wayne A. Marasco (the “Consultant”), having an address at 43 Rice Street, Wellesley, Massachusetts 02481, and BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), having offices at 555 Heritage Drive, Suite 130, Jupiter, Florida 33458.

BioRestorative Therapies, Inc.
Consulting Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

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 letter, dated April 18, 2012, between the Company and the Consultant with respect thereto (the “Consulting Agreement”).

BioRestorative Therapies, Inc.
Employment Agreement • April 2nd, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

Reference is made to that certain Employment Agreement, dated as of December 1, 2010, between BioRestorative Therapies, Inc. (formerly known as Stem Cell Assurance, Inc.) and Mandy Clyde (formerly known as Mandy Clark), as amended (the “Employment Agreement”).

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