Shareholder Agreement and Irrevocable Proxy Sample Contracts

STEM CELL ASSURANCE, INC. SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXY
Shareholder Agreement and Irrevocable Proxy • May 12th, 2011 • Stem Cell Assurance, Inc.

This Shareholder Agreement and Irrevocable Proxy is by and between Stem Cell Research Company, LLC, a Florida limited liability company (“Research”), and Mark Weinreb (“Weinreb”). Research and Weinreb agree that the 67,085,899 shares of common stock, par value $.001 per share (the “Common Stock”), of Stem Cell Assurance, Inc. (the “Company”) owned by Research and any and all shares of capital stock issued in connection with a dividend, stock split, recapitalization or similar transaction, and any and all other shares of capital stock of the Company hereafter acquired by Research (collectively, the “Shares”), shall be voted as determined by Weinreb.

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STEM CELL ASSURANCE, INC. SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXY
Shareholder Agreement and Irrevocable Proxy • May 12th, 2011 • Stem Cell Assurance, Inc.

This Shareholder Agreement and Irrevocable Proxy is by and between Gloria McConnell (“McConnell”) and Mark Weinreb (“Weinreb”). McConnell and Weinreb agree that the 41,034,483 shares of common stock, par value $.001 per share (the “Common Stock”), of Stem Cell Assurance, Inc. (the “Company”) owned by McConnell and any and all shares of capital stock issued in connection with a dividend, stock split, recapitalization or similar transaction, and any and all other shares of capital stock of the Company hereafter acquired by McConnell (collectively, the “Shares”), shall be voted as determined by Weinreb.

STEM CELL ASSURANCE, INC. SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXY
Shareholder Agreement and Irrevocable Proxy • February 15th, 2013 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

This Shareholder Agreement and Irrevocable Proxy is by and between John Krowiak (“Krowiak”) and Mark Weinreb (“Weinreb”). Krowiak and Weinreb agree that the 3,000,000 shares of common stock, par value $.001 per share (the “Common Stock”), of Stem Cell Assurance, Inc. (the “Company”) transferred by Stem Cell Research Company, LLC to Krowiak on or about May 19, 2011 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.

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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