BioRestorative Therapies, Inc. Sample Contracts

BioRestorative Therapies, Inc. – AMENDMENT NO. 1 TO (February 11th, 2019)

WHEREAS, BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), issued to Harvey P. Alstodt and Melody Alstodt (the “Holder”) a convertible promissory note in the principal amount of $450,000 on February 6, 2019 (the “Promissory Note”); and

BioRestorative Therapies, Inc. – Contract (January 10th, 2019)

THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE “ACT”).

BioRestorative Therapies, Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BIORESTORATIVE THERAPIES, INC. (August 24th, 2018)

BIORESTORATIVE THERAPIES, INC., a Delaware corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

BioRestorative Therapies, Inc. – AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (April 2nd, 2018)

This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of January 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).

BioRestorative Therapies, Inc. – AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (April 2nd, 2018)

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).

BioRestorative Therapies, Inc. – AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (April 2nd, 2018)

This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of January 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 Fourth Exchange Note (as defined below).

BioRestorative Therapies, Inc. – CONVERTIBLE PROMISSORY NOTE (April 2nd, 2018)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

BioRestorative Therapies, Inc. – STOCK OPTION AGREEMENT, made as of the 19th day of January, 2018, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the "Company"), and ADAM D. BERGSTEIN (the "Optionee"). WHEREAS, the Optionee is an employee of the Company. (January 22nd, 2018)

WHEREAS, the Company and the Optionee are parties to an Executive Employment Agreement dated as of January 16, 2018 (the "Employment Agreement").

BioRestorative Therapies, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (January 22nd, 2018)

This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made as of January 16, 2018 by and between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the "Company"), and ADAM D. BERGSTEIN (the "Executive").  Certain capitalized terms used in this Agreement are defined in Section 11.

BioRestorative Therapies, Inc. – Contract (October 5th, 2017)

THIS NOTE (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) that certain PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $180,000.00 HAVING AN ORIGINAL ISSUE DATE OF May 10, 2017. FOR PURPOSES OF RULE 144 (AS DEFINED BELOW), THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON May 10, 2017.

BioRestorative Therapies, Inc. – Contract (October 5th, 2017)

STOCK OPTION AGREEMENT, made as of the 23rd day of June, 2017, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and _______________________ (the “Optionee”).

BioRestorative Therapies, Inc. – Contract (October 5th, 2017)

STOCK OPTION AGREEMENT, made as of the 12th day of July, 2017, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and _________________________ (the “Optionee”).

BioRestorative Therapies, Inc. – Contract (October 5th, 2017)

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE “ACT”).

BioRestorative Therapies, Inc. – STOCK OPTION AGREEMENT, made as of the 23rd day of June, 2017, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and Mark weinreb (the “Optionee”). WHEREAS, the Optionee serves as the Chief Executive Officer and Chairman of the Board of the Company; WHEREAS, the Company desires to provide to the Optionee an additional incentive to promote the success of the Company; (October 5th, 2017)

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

BioRestorative Therapies, Inc. – Contract (October 5th, 2017)

THIS NOTE (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) that certain PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $242,000.00 HAVING AN ORIGINAL ISSUE DATE OF January 3, 2017. FOR PURPOSES OF RULE 144 (AS DEFINED BELOW), THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON January 3, 2017.

BioRestorative Therapies, Inc. – VOID AFTER 5:00 P.M., EASTERN TIME, ON AUGUST 11, 2022 (October 5th, 2017)

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), hereby certifies that ROBERT B. CATELL (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company up to FIVE THOUSAND (5,000) SHARES OF COMMON STOCK, $.001 par value per share, of the Company (“Common Shares”) at a price of FOUR DOLLARS ($4.00) per share (the “Exercise Price”) during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

BioRestorative Therapies, Inc. – Contract (October 5th, 2017)

SECURITY AGREEMENT, dated as of July 13, 2017, by and among BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), TUXIS TRUST (the “Trust”), JOHN M. DESMARAIS (“Desmarais”) (each of the Trust and Desmarais being individually referred to as a “Secured Party” and collectively referred to as the “Secured Parties”) and JOHN M. DESMARAIS, as representative of the Secured Parties (the “Representative”).

BioRestorative Therapies, Inc. – CONVERTIBLE PROMISSORY NOTE (October 5th, 2017)

FOR VALUE RECEIVED, BioRestorative Therapies, Inc., a Delaware corporation (“Borrower”), promises to pay to St. George Investments LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $215,250.00 and any interest, fees, charges, and late fees on October 2, 2017 (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from the Exchange Date (as defined below) until the same is paid in full. This Convertible Promissory Note (this “Note”) is issued and made effective pursuant to that certain Exchange Agreement dated as of August 2, 2017 (the “Exchange Date”), as the same may be amended from time to time, by and between Borrower and Lender (the “Exchange Agreement”), pursuant to which Lender exchanged the Second Exchange Note (as defined in the Exchange Agreement) for this Note, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. All interest c

BioRestorative Therapies, Inc. – Contract (March 22nd, 2017)

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE “ACT”).

BioRestorative Therapies, Inc. – Contract (March 22nd, 2017)

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE “ACT”).

BioRestorative Therapies, Inc. – PROMISSORY NOTE (March 22nd, 2017)

FOR VALUE RECEIVED, BioRestorative Therapies, Inc., a Delaware corporation (“Borrower”), promises to pay in lawful money of the United States of America to the order of St. George Investments LLC, a Utah limited liability company, or its successors or assigns (“Lender”), the principal sum of $242,000.00, together with all other amounts due under this Promissory Note (this “Note”). This Note is issued pursuant to that certain Note Purchase Agreement of even date herewith between Borrower and Lender (the “Purchase Agreement”).

BioRestorative Therapies, Inc. – VOID AFTER 5:00 P.M., EASTERN TIME, ON MARCH 1, 2022 (March 22nd, 2017)

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), hereby certifies that __________________ (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company up to _____________________ (________) SHARES OF COMMON STOCK, $.001 par value per share, of the Company (“Common Shares”) at a price of FOUR DOLLARS ($4.00) per share (the “Exercise Price”) during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

BioRestorative Therapies, Inc. – VOID AFTER 5:00 P.M., EASTERN TIME, ON SEPTEMBER 26, 2021 (March 22nd, 2017)

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), hereby certifies that JOHN DESMARAIS (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company up to EIGHTY THOUSAND (80,000) SHARES OF COMMON STOCK, $.001 par value per share, of the Company (“Common Shares”) at a price of FOUR DOLLARS ($4.00) per share (the “Exercise Price”) during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

BioRestorative Therapies, Inc. – STOCK OPTION AGREEMENT, made as of the 10th day of June, 2016, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and Mark weinreb (the “Optionee”). WHEREAS, the Optionee serves as the Chief Executive Officer and Chairman of the Board of the Company; WHEREAS, the Company desires to provide to the Optionee an additional incentive to promote the success of the Company; (March 22nd, 2017)

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

BioRestorative Therapies, Inc. – VOID AFTER 5:00 P.M., EASTERN TIME, ON AUGUST 5, 2021 (March 22nd, 2017)

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), hereby certifies that ROBERT B. CATELL (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company up to EIGHT THOUSAND (8,000) SHARES OF COMMON STOCK, $.001 par value per share, of the Company (“Common Shares”) at a price of FOUR DOLLARS ($4.00) per share (the “Exercise Price”) during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

BioRestorative Therapies, Inc. – VOID AFTER 5:00 P.M., EASTERN TIME, ON JUNE 30, 2021 (March 22nd, 2017)

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), hereby certifies that TUXIS TRUST_(the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company up to FORTY THOUSAND (40,000) SHARES OF COMMON STOCK, $.001 par value per share, of the Company (“Common Shares”) at a price of FOUR DOLLARS ($4.00) per share (the “Exercise Price”) during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

BioRestorative Therapies, Inc. – Contract (March 22nd, 2017)

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE “ACT”).

BioRestorative Therapies, Inc. – Contract (March 22nd, 2017)

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

BioRestorative Therapies, Inc. – Contract (March 22nd, 2017)

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

BioRestorative Therapies, Inc. – BIORESTORATIVE THERAPIES, INC. 2010 EQUITY PARTICIPATION PLAN (March 22nd, 2017)
BioRestorative Therapies, Inc. – Contract (March 30th, 2016)

STOCK OPTION AGREEMENT, made as of the 19th day of February, 2016, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and ROBERT B. CATELL (the “Optionee”).

BioRestorative Therapies, Inc. – BIORESTORATIVE THERAPIES, INC. (March 30th, 2016)

Reference is made to the License Agreement, dated as of January 27, 2012, between BioRestorative Therapies, Inc. (“BRT”) and Regenerative Sciences, LLC (“RSI”), as amended (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Agreement.

BioRestorative Therapies, Inc. – VOID AFTER 5:00 P.M., EASTERN TIME, ON FEBRUARY 29, 2021 (March 30th, 2016)

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), hereby certifies that ROBERT B. CATELL (the “Holder”) is entitled, subject to the provisions of this Warrant, to purchase from the Company up to THIRTY SEVEN THOUSAND FIVE HUNDRED (37,500) SHARES OF COMMON STOCK, $.001 par value per share, of the Company (“Common Shares”) at a price of FIVE DOLLARS ($5.00) per share (the “Exercise Price”) during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

BioRestorative Therapies, Inc. – Contract (March 30th, 2016)

STOCK OPTION AGREEMENT, made as of the 1st day of December, 2015, between BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the “Company”), and JOHN M. DESMARAIS (the “Optionee”).

BioRestorative Therapies, Inc. – [FORM OF WARRANT CERTIFICATE] (November 5th, 2015)

This Warrant Certificate (the “Warrant Certificate”) certifies that ________________________ or registered assigns is the registered holder (the “Holder”) of warrants to purchase certain securities as set forth herein (collectively, the “Warrants”). The Warrants entitle the Holder, subject to the provisions contained herein, to purchase from BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), _____________________ shares (each a “Warrant Share,” and collectively, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), at the Exercise Price set forth below. The price that each Warrant Share may be purchased for at the time the Warrants are exercised is $_____ initially, subject to adjustments as set forth herein (the “Exercise Price”).