BioRestorative Therapies, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT BIORESTORATIVE THERAPIES, INC.
BioRestorative Therapies, Inc. • October 29th, 2021 • Services-misc health & allied services, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holde

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 13th, 2023 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [____], 2023, between BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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Capital on Demand™ Sales Agreement
BioRestorative Therapies, Inc. • April 14th, 2023 • Services-misc health & allied services, nec • New York

BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:

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BIORESTORATIVE THERAPIES, INC. and TRANSHARE CORPORATION as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2021 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • October 29th, 2021 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

WARRANT AGENCY AGREEMENT, dated as of __________, 2021 (“Agreement”), by and between BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), and Transhare Corporation, a _______ corporation (“Transhare” or the “Warrant Agent”).

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COMMON STOCK PURCHASE WARRANT BIORESTORATIVE THERAPIES, INC.
BioRestorative Therapies, Inc. • February 8th, 2024 • Services-misc health & allied services, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 8, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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UNDERWRITING AGREEMENT between BIORESTORATIVE THERAPIES, INC. and AEGIS CAPITAL CORP. BIORESTORATIVE THERAPIES, INC.
Underwriting Agreement • October 27th, 2015 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

The undersigned, BioRestorative Therapies, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BioRestorative Therapies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • July 13th, 2023 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York
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UNDERWRITING AGREEMENT
Underwriting Agreement • November 4th, 2021 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

The undersigned, BioRestorative Therapies, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of BioRestorative Therapies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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UNDERWRITING AGREEMENT between BIORESTORATIVE THERAPIES, INC. and AEGIS CAPITAL CORP. BIORESTORATIVE THERAPIES, INC.
Underwriting Agreement • September 25th, 2015 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

The undersigned, BioRestorative Therapies, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BioRestorative Therapies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:

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COMMON STOCK PURCHASE WARRANT BIORESTORATIVE THERAPIES, INC.
BioRestorative Therapies, Inc. • October 10th, 2019 • Services-misc health & allied services, nec • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the convertible promissory note in the principal amount of $850,000.00 issued to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), up to 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated O

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2,300,000 SHARESOF COMMON STOCK AND 2,300,000 WARRANTS OF BIORESTORATIVE THERAPIES, INC. AMENDED AND RESTATED UNDERWRITING AGREEMENT
BioRestorative Therapies, Inc. • November 8th, 2021 • Services-misc health & allied services, nec • New York

The undersigned, BioRestorative Therapies, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of BioRestorative Therapies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and super

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COMMON STOCK PURCHASE WARRANT BIORESTORATIVE THERAPIES, INC.
BioRestorative Therapies, Inc. • February 8th, 2024 • Services-misc health & allied services, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 8, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Contract
Stock Option Agreement • April 11th, 2014 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

STOCK OPTION AGREEMENT, made as of the 4th day of October, 2013, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the “Company”), and A. Jeffrey Radov (the “Optionee”).

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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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INCENTIVE STOCK OPTION AWARD AGREEMENT UNDER THE BIORESTORATIVE THERAPIES, INC. 2021 STOCK INCENTIVE PLAN
Incentive Stock Option Award Agreement • March 27th, 2023 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

This Incentive Stock Option Award Agreement (this “Agreement”) is made and entered into as of February 17, 2023 by and between BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), and Robert Paccasassi (the “Participant”).

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SECURITIES PURCHASE AGREEMENT
Security Agreement • August 1st, 2019 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of July 26, 2019, by and among BioRestorative Therapies, Inc., a Delaware corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchaser”).

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Contract
Stock Option Agreement • March 31st, 2015 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

STOCK OPTION AGREEMENT, made as of the 23rd day of October, 2014, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the “Company”), and MANDY D. CLYDE (the “Optionee”).

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NON-QUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THE BIORESTORATIVE THERAPIES, INC. 2021 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Award Agreement • March 27th, 2023 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

This Non-Qualified Stock Option Award Agreement (this “Agreement”) is made and entered into as of February 17, 2023 by and between BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), and David Rosa (the “Participant”).

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Contract
Stock Option Agreement • September 25th, 2015 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Delaware

STOCK OPTION AGREEMENT, made as of the 4th day of September, 2015, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and EDWARD L. FIELD (the “Optionee”).

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INCENTIVE STOCK OPTION AWARD AGREEMENT UNDER THE BIORESTORATIVE THERAPIES, INC. 2021 STOCK INCENTIVE PLAN
Incentive Stock Option Award Agreement • April 1st, 2024 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

This Incentive Stock Option Award Agreement (this “Agreement”) is made and entered into as of February 13, 2024 by and between BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), and Lance Alstodt (the “Participant”).

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AMENDMENT NO. 1 TO NON-QUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THE BIORESTORATIVE THERAPIES, INC.
Non-Qualified Stock Option Award Agreement • March 30th, 2022 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

This Amendment No. 1 to Non-Qualified Stock Option Award Agreement (this “Amendment”) is made and entered into as of December 10, 2021 by and between BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), and Lance Alstodt (the “Participant”).

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BIORESTORATIVE THERAPIES, INC. AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 5th, 2023 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

This AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of December 23, 2022, is entered into by and between BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), and BioRestorative Therapies, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“NewCo”).

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EXCHANGE AGREEMENT
Exchange Agreement • October 20th, 2021 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

EXCHANGE AGREEMENT, dated as of October 18, 2021 (the “Agreement”), by and between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and JOHN COGHLAN (the “Holder”).

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NON-QUALIFIED STOCK OPTION AWARD AGREEMENT UNDER THE BIORESTORATIVE THERAPIES, INC. 2021 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Award Agreement • April 1st, 2024 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

This Non-Qualified Stock Option Award Agreement (this “Agreement”) is made and entered into as of February 13, 2024 by and between BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), and David Rosa (the “Participant”).

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Contract
Stock Option Agreement • March 29th, 2019 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Delaware

STOCK OPTION AGREEMENT, made as of the 10th day of June, 2016, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and ROBERT PACCASASSI (the “Optionee”).

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STOCK OPTION AGREEMENT, made as of the 29th day of October, 2018, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and Mark weinreb (the “Optionee”). WHEREAS, the Optionee serves as the Chief Executive Officer and...
Stock Option Agreement • March 29th, 2019 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Delaware

WHEREAS, the Company and the Optionee are parties to an Executive Employment Agreement dated as of March 9, 2015, as amended (the “Employment Agreement”); and

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Contract
Stock Option Agreement • March 31st, 2015 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

STOCK OPTION AGREEMENT, made as of the 23rd day of October, 2014, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the “Company”), and Mark weinreb (the “Optionee”).

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Contract
Stock Option Agreement • August 14th, 2014 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • Nevada

STOCK OPTION AGREEMENT, made as of the 27th day of June, 2014, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the “Company”), and JOSEPH SWIADER (the “Optionee”).

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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”).

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Contract
Research Agreement • June 27th, 2014 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

[Pursuant to 17 C.F.R. 240.24b-2, confidential information has been omitted in places marked “[…***…]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application.]

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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.

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AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • April 2nd, 2018 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of February 15, 2018, by and between St. George Investments LLC, a Utah limited liability company (“Lender”), and BioRestorative Therapies, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Second Exchange Note (as defined below).

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Contract
Stock Option Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • Nevada

STOCK OPTION AGREEMENT, made as of the 15th day of December, 2010, between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and ___________________ (the “Optionee”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 12th, 2011 • Stem Cell Assurance, Inc. • New York

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 10, 2011 by and between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and FRANCISCO SILVA (the “Executive”). Certain capitalized terms used in this Agreement are defined in Section 11.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 19th, 2021 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec • New York

This Executive Employment Agreement (this “Agreement”) is made as of March 18, 2021 (the “Effective Date”), by and between BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), and Francisco Silva (the “Executive”) (Company and Executive are collectively the “Parties”). Certain capitalized terms used in this Agreement are defined in Section 13.

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