Exhibit 10.2


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of March 9, 2015, by and between BIORESTORATIVE THERAPIES, INC.,
a Delaware corporation (the “Company”), and MARK WEINREB (the “Executive”). Certain capitalized
terms used in this Agreement are defined in Section 12.


 


RECITALS


 


WHEREAS, the Company
and the Executive desire to enter into an agreement which will set forth the terms and conditions upon which the Executive shall
be employed by the Company and upon which the Company shall compensate the Executive.


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.          Employment.
The Company will employ the Executive, and the Executive will provide employment services to the Company, upon the terms and conditions
set forth in this Agreement for the period ending as provided in Section 5 (the “Employment Period”).


 


2.          Employment
At-Will. Notwithstanding anything in this Agreement, the Executive and the Company understand and agree that the Executive
is an employee at-will, and that the Executive may resign, or the Company may terminate the Executive’s employment, at any
time and for any or for no reason, subject to the provisions of this Agreement. Nothing in this Agreement shall be construed to
alter the at-will nature of the Executive’s employment.


 


3.          Position
and Duties. During the Employment Period, the Executive will serve in the position set forth on Schedule A attached hereto
and will render such managerial, analytical, administrative, financial and other executive services to, and shall have such responsibilities
on behalf of, the Company and its Subsidiaries, as are from time to time necessary in connection with the management and affairs
of the Company and its Subsidiaries, in each case subject to the authority of the Board of Directors of the Company (the “Board”)
to define and limit such executive services consistent with his position. The Executive will devote substantially all of his business
time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business
and affairs of the Company and its Subsidiaries, provided that the Executive will be permitted to (i) serve, with the prior written
consent of the Board (such consent not to be unreasonably withheld), as a member of the board of directors or advisory board of
charitable organizations, (ii) engage in charitable activities and community affairs, and (iii) manage his personal investments
and affairs, except that the Executive will limit the time devoted to the activities described in clauses (i), (ii), and (iii)
so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.
The Executive will perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike
and efficient manner. During the Employment Period, the Executive’s primary work location shall be the Company’s offices
located at 40 Marcus Drive, Melville, New York (the “Company Offices”) or such other location that is within fifty
(50) miles of the Company Offices.


 






    	 



    	 



    

 


4.          Salary
and Benefits.


 


(a)          Salary.
During the Employment Period, the Company will pay the Executive a salary at the annual rate set forth on Schedule A attached hereto
(as in effect from time to time, the “Salary”) as compensation for his services. The Salary will be payable in regular
installments in accordance with the general payroll practices of the Company and its Subsidiaries and subject to applicable withholding
requirements.


 


(b)          Bonus.
During the Employment Period, the Executive will be entitled to receive bonuses in the amount and upon and subject to the terms
and conditions set forth on Schedule A attached hereto. The cash Bonus payable for 2015 will be payable in regular installments
in the same manner as the Salary is payable for such year. Any and all cash Bonuses payable for any year commencing on or after
January 1, 2016 will be payable by December 31 of the year for which the Bonus is payable, except that, to the extent the amount
of the Bonus is based upon the Company’s financial statements for a particular fiscal year, then such portion of the Bonus
shall be payable within fifteen (15) days following the date on which the audit report with respect to such financials is delivered
to the Company.


 


(c)          Benefits.
During the Employment Period, the Company will provide the Executive with medical, dental, life and long-term disability insurance
and other benefits under such plans as the Board may establish or maintain from time to time for similarly situated employees.
Effective as of January 1, 2015, the Executive will be entitled to the number of weeks of paid vacation each year set forth on
Schedule A attached hereto. Effective as of January 1, 2015, to the extent that the Executive does not use all the vacation time
in any year, the unused vacation may not be carried over to the next year.


 


(d)          Reimbursement
of Expenses.


 


(i)          During
the Employment Period, the Company will reimburse the Executive for all reasonable out-of-pocket expenses incurred by him in the
course of performing his duties that are consistent with the Company’s policies in effect from time to time with respect
to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and
documentation of such expenses. The Company agrees that travel and accommodation will be at the business class level.


 


(ii)         During
the Employment Period, the Executive shall be entitled to receive a monthly automobile allowance in the amount set forth on Schedule
A attached hereto (the “Automobile Allowance”).


 


(e)          Computer;
Cell Phone. During the Employment Period, the Company will provide to the Executive a laptop computer and cell phone for use
by the Executive in the performance of his duties and will pay, or reimburse the Executive for, all Internet charges and cell phone
related charges. In the event of the termination of the Executive’s employment with the Company for any reason other than
by the Company for Cause, the Executive shall be entitled to retain the laptop computer and cell phone for his personal use (subject
to the deletion of all confidential and proprietary information contained therein).


 



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(f)          Insurance
Premiums. During the Employment Period, the Company shall reimburse the Executive for all insurance premiums paid by him, or
pay directly to the insurance companies all insurance premiums payable by him, for disability insurance, long-term care insurance,
and life insurance, up to the aggregate amount per year set forth on Schedule A attached hereto (the “Insurance Reimbursement/Payment”).


 


(g)          Taxes.
In the event the Board or the Compensation Committee of the Board (the “Compensation Committee”), in its sole discretion,
determines to grant to the Executive any shares of Common Stock of the Company, the Company agrees to pay any income tax liability,
on behalf of the Employee, that may result from such grant.


 


5.          Termination.


 


(a)          The
Employment Period will continue until the earlier of: (i) the Executive’s resignation (A) for Good Reason or (B) for any
other reason or for no reason; (ii) the death or Disability of the Executive; (iii) the giving of notice of termination by
the Company (A) for Cause or (B) for any other reason or for no reason (a termination described in this clause (iii)(B) being a
termination by the Company “Without Cause”); or (iv) December 31, 2017 (the “Expiration Date”).


 


(b)          If,
prior to a Change in Control, the Company terminates the Employment Period Without Cause or the Executive resigns during the Employment
Period for Good Reason, then, so long as the Executive continues to comply with his continuing obligations hereunder, the Executive
will be entitled to receive each of the following:


 


(i)          severance
payments in an aggregate amount equal to one (1) time the sum of (A) his then annual Salary (but in no event shall such Salary
amount be less than the Per Annum Salary set forth on Schedule A) and (B) $100,000 (the “Pre-Change in Control Cash Severance
Amount”);


 


(ii)         (A)
all accrued and unpaid Salary, (B) with respect to a termination of employment during 2015, all accrued and unpaid Bonus, (C) all
accrued and unused vacation time for the then-current annual period (with the right to vacation time being prorated for such period
through the Termination Date), (D) all unreimbursed business expenses (including the Automobile Allowance) incurred through the
Termination Date and payable pursuant to Section 4(d) and (E) all Insurance Reimbursement/Payment amounts incurred through the
Termination Date and payable pursuant to Section 4(f), which accrued and unpaid Salary, Bonus, unused vacation, unreimbursed expenses
(including Automobile Allowance) and Insurance Reimbursement/Payment amounts, if any, shall be payable in a lump sum within fifteen
(15) days after the Termination Date; and


 


(iii)        one
(1) time the annual Automobile Allowance and Insurance Reimbursement/Payment, which amounts shall be payable over the twelve (12)
month period following the Termination Date in the same manner as paid prior to the Termination Date.


 



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The Executive shall also
be entitled to any COBRA benefits to which the Executive is entitled by law. During the twelve (12) month period following the
Termination Date, the Company will reimburse the Executive for all COBRA premiums paid (the “COBRA Reimbursement”).
Thereafter, COBRA benefits shall be at the Executive’s sole expense.


 


(c)          If,
following a Change in Control, the Company terminates the Employment Period Without Cause or the Executive resigns during the Employment
Period for Good Reason, then, so long as the Executive continues to comply with his continuing obligations hereunder, the Executive
will be entitled to receive each of the following:


 


(i)          severance
payments in an aggregate amount equal to one and one-half (1.5) times the sum of (A) his then annual Salary (but in no event shall
such Salary amount be less than the Per Annum Salary set forth on Schedule A and (B) $200,000 (together with the Pre-Change in
Control Cash Severance Amount, the “Cash Severance Amount”);


 


(ii)         (A)
all accrued and unpaid Salary, (B) with respect to a termination of employment during 2015, all accrued and unpaid Bonus, (C) all
accrued and unused vacation time for the then-current annual period (with the right to vacation time being prorated for such period
through the Termination Date), (D) all unreimbursed business expenses (including the Automobile Allowance) incurred through the
Termination Date and payable pursuant to Section 4(d), and (E) all Insurance Reimbursement/Payment amounts incurred through the
Termination Date and payable pursuant to Section 4(f), which accrued and unpaid Salary, Bonus, unused vacation, unreimbursed expenses
(including Automobile Allowance) and Insurance Reimbursement/Payment amounts, if any, shall be payable in a lump sum within fifteen
(15) days after the Termination Date; and


 


(iii)        one
and one-half (1.5) times the annual Automobile Allowance and Insurance Reimbursement/Payment, which amounts shall be payable over
the eighteen (18) month period following the Termination Date in the same manner as paid prior to the Termination Date.


 


The Executive shall also
be entitled to any COBRA benefits to which the Executive is entitled by law. During the eighteen (18) month period following the
Termination Date, the Executive will be entitled to receive the COBRA Reimbursement. Thereafter, COBRA benefits shall be at the
Executive’s sole expense.


 


(d)          In
the event that the Executive’s employment with the Company is not terminated by the Company on or prior to the Expiration
Date, and the Executive does not resign his employment on or prior to the Expiration Date, and, on or prior to the Expiration Date,
the Company and the Executive, for any reason, do not enter into an agreement to extend the term of this Agreement (whether on
modified terms or otherwise) or enter into a new employment agreement, then, if, within three (3) months following the Expiration
Date, the Company terminates the Executive’s employment without Cause or the Executive resigns for any reason, the provisions
of Section 5(b) shall apply.


 



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(e)          If,
whether prior to or following a Change in Control, the Employment Period terminates by reason of (i) the Company’s termination
with Cause, (ii) the Executive’s resignation without Good Reason, or (iii) the Executive’s death or Disability, then,
subject to the provisions of Sections 5(d) and 7(c)(ii), the Executive (or his estate in the case of his death) will be entitled
to receive the amounts specified in clause (ii) of Section 5(b) or 5(c), as the case may be, as well as any COBRA benefits
to which the Executive is entitled by law (at the Executive’s sole expense).


 


(f)          The
Cash Severance Amount will be paid in equal bi-weekly installments over the number of months following the Termination Date constituting
the Cash Severance Amount (i.e., either twelve (12) or eighteen (18) months) in accordance with the general payroll practices of
the Company and subject to all applicable withholding requirements; provided, however, that the payment of the Cash Severance Amount,
the Automobile Allowance and Insurance Reimbursement/Payment pursuant to Section 5(b)(iii) and 5(c)(iii) and the COBRA Reimbursement
(collectively, the “Post-Termination Amount”) shall be conditioned upon the Executive (i) executing and delivering to
the Company a general release of all past and present claims against the Company and its Subsidiaries substantially in the
form attached hereto as Exhibit A (the “Form of Release”), within twenty-two (22) days of the date the Company
delivers such general release (the “Release”) to the Executive, and (ii) not exercising the Executive’s
revocation right during the period for revocation described in the Form of Release; provided, further, that, in the event of the
Executive’s breach of this Agreement, then the Company’s obligation to pay any Post-Termination Amount shall terminate
and be of no further force or effect and the Executive shall be obligated to reimburse the Company for all Post-Termination Amount
payments previously made.  To the extent that any Post-Termination Amount payments are payable, they shall be made or commence
on the fortieth (40th) day following the Termination Date. The first Post-Termination Amount payment shall include all amounts
that would have been paid following the Termination Date had the Release been effective immediately following the Termination Date
but which were not yet paid.


 


(g)          Upon
the Termination Date, the Executive will be deemed to have resigned from each position (if any) that he then holds as an officer
or director of the Company or any Subsidiary, and the Executive will take any action that the Company or any Subsidiary may reasonably
request in order to confirm or evidence such resignation.


 


(h)          Neither
the termination or expiration of this Agreement nor the termination of the Executive’s employment with the Company, whether
by the Company or the Executive, whether for Cause or Without Cause, and whether voluntary or involuntary, shall affect the continuing
operation and effect of Section 6 hereof, which shall continue in full force and effect according to its terms. In addition, neither
the termination or expiration of this Agreement nor the termination of the Executive’s employment with the Company, whether
by the Company or the Executive, whether for Cause or Without Cause, and whether voluntary or involuntary, will result in a termination
or waiver of any rights and remedies that the Company may have under this Agreement and applicable law.


 



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(i)          In
the event of the termination of this Agreement or the Executive’s employment, whether by the Company or the Executive, whether
for Cause or Without Cause, and whether voluntary or involuntary, except as expressly provided for herein, the Executive shall
not be entitled to any further compensation or benefits.


 


(j)          In
connection with the determination as to whether the Executive may have a Disability, the Executive agrees to submit himself for
appropriate medical examination to a physician of the Board’s designation. The determination as to Disability shall be made
in good faith by such selected physician.


 


6.          Restrictive
Covenants.


 


(a)          The
services of the Executive are unique and extraordinary and essential to the business of the Company, especially since the Executive
shall have access to the Company’s customer lists, trade secrets and other privileged and confidential information essential
to the Company’s business. Therefore, the Executive agrees that, as a material inducement to the Company’s execution
of this Agreement, and a condition precedent to the Company’s payment obligations hereunder and its other covenants herein,
if the term of the Executive’s employment hereunder shall expire or the Executive’s employment shall at any time terminate
for any reason whatsoever, with Cause or Without Cause, for Good Reason or otherwise, during the Employment Period or otherwise,
the Executive will not at any time within one (1) year after such expiration or termination (the “Restrictive Covenant Period”),
without the prior written approval of the Company, directly or indirectly, whether individually or as a principal, officer, stockholder,
equity participant, employee, partner, joint venturer, member, manager, director or agent of, or lender, consultant or independent
contractor to, any Person, or in any other capacity, other than on behalf of or for the benefit of the Company:


 


(i)          anywhere
in the United States of America, engage or participate in a business which, as of such expiration or termination date, is similar
to or competitive with, directly or indirectly, that of the Company, and shall not make any investments in any such similar or
competitive entity, except that the Executive may acquire up to one percent (1%) of the outstanding voting stock of any entity
whose securities are listed on a stock exchange or NASDAQ;


 


(ii)         cause
or seek to persuade any director, officer, employee, customer, account, agent or supplier of, or consultant or independent contractor
to, the Company or others with whom the Company has had a business relationship (collectively, “Business Associates”)
to discontinue or materially modify the status, employment or relationship of such Business Associate with the Company, or to become
employed in any activity similar to or competitive with the activities of the Company;


 


(iii)        cause
or seek to persuade any prospective customer, account, supplier or other Business Associate of the Company (which at the date of
cessation of the Executive’s employment with the Company was then actively being solicited by the Company) to determine not
to enter into a business relationship with the Company or to materially modify its contemplated business relationship;


 



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(iv)        hire,
retain or associate in a business relationship with, directly or indirectly, any director, officer or employee of the Company;
or


 


(v)         solicit
or cause or authorize to be solicited, for or on behalf of the Executive or any third party, any business from, or the entering
into a business relationship with, (a) others who are, or were within one (l) year prior to the cessation of the Executive’s
employment with the Company, customers, accounts or other Business Associates of the Company, or (b) any prospective customer,
account or other Business Associate of the Company which at the date of such cessation was then actively being solicited by the
Company, to the extent that such business is related or similar to, or competitive with, directly or indirectly, the business of
the Company.


 


The foregoing restrictions
set forth in this Section 6 shall apply likewise during the Employment Period.


 


(b)          The
Executive agrees that, while he is employed by the Company, he will offer or otherwise make known or available to the Company,
as directed by the Board and without additional compensation or consideration, any business prospects, contacts or other business
opportunities that the Executive may discover, find, develop or otherwise have available to the Executive in any field in which
the Company is engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property
of the Company.


 


(c)          For
purposes of this Section 6, the term “Company” shall mean and include the Company and any and all Subsidiaries and
Affiliates of the Company in existence from time to time.


 


(d)          In
connection with the Executive’s agreement to the restrictions set forth in this Section 6, the Executive acknowledges the
benefits accorded to him pursuant to the provisions of this Agreement, including, without limitation, the agreement on the part
of the Company to employ the Executive during the Employment Period (subject to the terms and conditions hereof). The Executive
also acknowledges and agrees that the covenants set forth in this Section 6 are reasonable and necessary in order to protect and
maintain the proprietary and other legitimate business interests of the Company and that the enforcement thereof would not prevent
the Executive from earning a livelihood.


 


(e)          In
the event the Executive is entitled to receive a Cash Severance Amount, he shall be under no obligation to seek other employment
to mitigate such payment, and there shall be no offset against amounts, benefits or entitlements due the Executive by the Company
pursuant to this Agreement on account of any remuneration or benefits provided by any subsequent employment.


 


(f)          The
Executive’s obligations under Section 6(a) shall terminate in the event the Company materially defaults on its obligation
to pay the Post-Termination Amount to the Executive in accordance with the provisions hereof, and such default continues uncured
for a period of forty-five (45) days following the date on which the Company receives written notice of such default from the Executive.


 



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(g)          The
provisions of the Confidentiality and Proprietary Rights Agreement, dated as the date hereof, between the Company and the Executive
shall continue in full force and effect notwithstanding the expiration or termination of this Agreement.


 


7.          Options.
In the event that, during the Employment Period, the Board or the Compensation Committee determines, in its sole discretion, to
grant one or more stock options to the Executive pursuant to the Company’s 2010 Equity Participation Plan (the “Plan”)
or another stock option or equity plan of the Company, the stock option agreement evidencing such stock option grant shall provide
for the following:


 


(a)          a
net exercise provision (as provided for in Section 13(b) of the Plan);


 


(b)          once
the stock option vests, it shall remain exercisable until the expiration date of the option notwithstanding subsequent termination
of employment with the Company; and


 


(c)          any
and all unvested stock options shall vest and become exercisable (i) in the event of a termination of employment Without Cause
or for Good Reason during the Employment Period (whether following a Change in Control or otherwise), or (ii) in the event that
the Executive’s employment with the Company is not terminated by the Company on or prior to the Expiration Date, and the
Executive does not resign his employment on or prior to the Expiration Date, and, on or prior to the Expiration Date, the Company
and the Executive, for any reason, do not enter into an agreement to extend the term of this Agreement (whether on modified terms
or otherwise) or enter into a new employment agreement, and, within three (3) months following the Expiration Date, there is a
termination of employment Without Cause or the Executive resigns his employment for any reason.


 


8.          Deductions
and Withholding. The Executive agrees that the Company shall withhold from any and all payments required to be made to the
Executive pursuant to this Agreement all federal, state, local and/or other taxes that are required to be withheld in accordance
with applicable statutes and/or regulations from time to time in effect.


 


9.          Code
Sections 409A, 280G and 4999.


 


(a)          The
intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code
of 1986, as amended (together with the regulations and guidance promulgated thereunder, “Code Section 409A”), and,
accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent
that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith
and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of
the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable
for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A.


 



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(b)          A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits constituting deferred compensation under Code Section 409A upon or following a termination
of employment unless such termination of employment is also a “separation from service” within the meaning of Code
Section 409A and, for purposes of any such provision of this Agreement, references to a termination of employment or like terms
shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision
of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from
service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the
six (6) month period measured from the date of such “separation from service” of the Executive, and (ii) the date of
the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits
delayed pursuant to this Section 9(b) (whether they would have otherwise been payable in a single sum or in installments in
the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits
due under this Agreement shall be paid or provided in accordance with the normal payment dates specified herein.


 


(c)          All
expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the
taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable
income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar
year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in
any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.


 


(d)          For
purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall
be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) days”), the
actual date of payment within the specified period shall be within the sole discretion of the Company.


 


(e)          In
no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section
409A be offset by any other payment pursuant to this Agreement or otherwise.


 


(f)          Notwithstanding
any other provisions of this Agreement to the contrary, in the event that any payments or benefits received or to be received by
the Executive in connection with the Executive’s employment with the Company (or termination thereof) would subject the Executive
to the excise tax imposed under Section 280G or 4999 of the Code (the “Excise Tax”), and, if the net-after tax amount
(taking into account all applicable taxes payable by the Executive, including any Excise Tax) that the Executive would receive
with respect to such payments or benefits does not exceed the net-after tax amount the Executive would receive if the amount of
such payment and benefits were reduced to the maximum amount which could otherwise be payable to the Executive without the imposition
of the Excise Tax, then, to the extent necessary to eliminate the imposition of the Excise Tax, (i) such cash payments and benefits
shall first be reduced (if necessary, to zero) and (ii) all other non-cash payments and benefits shall next be reduced. The determination
of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to
the preceding sentence will be made at the expense of the Company by independent accountants or benefits consultants selected by
the Company, and the Executive shall have the right to review such determination.


 



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10.         Representations
and Warranties. The Executive represents and warrants to the Company and its Subsidiaries that: (a) the Executive is not a
party to or bound by any employment, noncompete, nonsolicitation, or similar agreement with any other Person; (b) the Executive
is not a party to or bound by any nondisclosure, confidentiality or similar agreement with any other Person that would affect the
Executive’s ability to perform his responsibilities on behalf of the Company; and (c) this Agreement constitutes a valid
and legally binding obligation of the Executive, enforceable against him in accordance with its terms. The Company represents that
this Agreement constitutes a valid and legally binding obligation of the Company, enforceable against it in accordance with its
terms. All representations and warranties contained herein will survive the execution and delivery of this Agreement.


 


11.         Indemnification.
The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the Executive from and against
any liability, damage, claim or expense incurred by him by reason of any act performed or omitted to be performed by the Executive
in connection with the Executive’s employment with, or services for, the Company, such indemnification to include, without
limitation, the advance payment of attorneys fees and other expenses reasonably incurred by the Executive in connection with defending,
or otherwise resolving, any claim based on any such act or omission. Such advances shall be made within thirty (30) days after
the Executive’s presentation of an invoice for such expenses. The Executive shall also be covered under any directors’
and officers’ liability insurance policies maintained for officers or directors of the Company on no less favorable a basis
than that applying to the Company’s officers and directors in general. The Executive’s coverage under such policies
shall continue during the Employment Period, and for not less than six (6) years thereafter, at the level then in effect for current
officers and directors of the Company and shall be provided by the Company at its expense.


 


12.         Certain
Definitions. When used in this Agreement, the following terms will have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more of its intermediaries, controls,
is controlled by or is under common control with such Person.


 



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“Cause” means
any one or more of the following: (i) in the reasonable judgment of the Board, the Executive acts (including a failure to
act) in a manner that constitutes gross misconduct or gross negligence or that is otherwise materially injurious to the Company
or its Subsidiaries; (ii) the Executive breaches any material term of this Agreement; (iii) in the reasonable judgment of the Board,
the Executive has committed an act of fraud or misappropriation, or other act of dishonesty or illegal business practices relating
to the Company or any of its Subsidiaries, customers or suppliers; (iv) the Executive’s commission of any act which, if the
Executive were convicted, would constitute a felony, a crime of moral turpitude or a crime involving the illegal use of drugs,
or the Executive’s entry of a plea of guilty or no contest thereto; (v) the Executive’s willful failure or refusal
to perform specific directives of the Board; (vi) any alcohol or other substance abuse on the part of the Executive; (vii) any
excessive absence of the Executive from his employment during normal working hours for reasons other than vacation or disability;
(viii) the Executive’s breach of any other material obligation under this Agreement; or (ix) any misrepresentation on the
Employee’s part herein set forth. Notwithstanding the foregoing, if any act or omission
described in the above definition of “Cause” is susceptible to cure (as determined in the reasonable discretion of
the Board), the Executive shall have forty-five (45) days after notice from the Board to cure such violation to the reasonable
satisfaction of the Board; provided, however, that, once the Company has given the Executive a cure period with regard to any act
or omission, the Company shall not be required to give the Executive a cure period for any and all other acts or omissions. Any
notice to the Executive of termination for “Cause” shall be in writing and shall specify in reasonable detail the Executive’s
acts or omissions that the Company considers to be “Cause.”


 


“Change in Control”
means:


 


(a)          the
consummation of a consolidation or merger of the Company, whether or not the Company is the continuing or surviving corporation,
if, after such merger or consolidation, the holders of the Common Stock of the Company immediately prior to the consolidation or
merger hold less than 50% of the voting power of the surviving entity (or the parent thereof); or


 


(b)          a
sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of
the assets of the Company (other than to one of its Subsidiaries);


 


(c)          a
change in the majority composition of the Board within a 24-month period unless the election or nomination for election by the
Company’s stockholders of each new director was approved by a vote of two-thirds of the directors then still in office who
were in office at the beginning of the 24 month period;


 


(d)          any
Person or group of Persons acting in concert and Affiliates thereof, acquires, directly or indirectly, more than 50% of the outstanding
shares of voting stock of the Company; provided that this clause (d) shall not apply to an underwritten public offering of the
Company’s securities.


 


“COBRA” means
the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended from time to time.


 


“Disability”
has the meaning given to such term under the Company’s long-term disability insurance plan or, if no such plan exists, then
“Disability” means that the Executive is unable, due to illness, accident or other physical or mental incapacity, to
perform substantially all of his duties and responsibilities (provided that, in any such case, the Executive shall have satisfied
such criteria for a period of at least twelve (12) consecutive months).


 



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“Good Reason”
means, without the Executive’s written consent, (i) the assignment to the Executive of duties inconsistent with the duties
of a Chief Executive Officer, except in the case of a Change in Control (provided that the Executive remains in a management position);
(ii) a reduction in the Executive’s Salary, Bonus or other benefits, except as part of a Company-wide reduction in compensation
and/or benefits for employees (provided that the Executive’s reduction is consistent, on a proportional basis, with the reductions
imposed on all of the Company’s executive officers); (iii) the relocation of the Executive to an office more than fifty (50)
miles from the Company Offices; (iv) the Executive is removed or not appointed as a member of the Board; (v) the Company fails
to acquire the assignment of this Agreement by acquiring Person in a Change in Control transaction; or (vi) any other material
breach by the Company of the provisions hereof.


 


“Person” means
an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint
venture, an unincorporated organization or any other entity (including any governmental entity or any department, agency or political
subdivision thereof).


 


“Subsidiaries”
means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity
of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by
such Person or one (1) or more of the other Subsidiaries of such Person or a combination thereof, or (ii) if a limited liability
company, partnership, association or other business entity, a majority of the partnership or other similar ownership interests
thereof is at the time owned or controlled, directly or indirectly, by any Person or one (1) or more Subsidiaries of such Person
or entity or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest
in a limited liability company, partnership, association or other business entity if such Person or Persons will be allocated a
majority of limited liability company, partnership, association or other business entity gains or losses or will be or control
any managing director, managing member, or general partner of such limited liability company, partnership, association or other
business entity. Unless stated to the contrary, as used in this Agreement the term Subsidiary means a Subsidiary of the Company.


 


“Termination Date”
means the date on which the Employment Period ends pursuant to Section 5(a).


 


13.         Cooperation
in Legal Matters. The Executive will cooperate with the Company and its Subsidiaries during the Employment Period and thereafter
with respect to any pending or threatened claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(the “Claims”), by being reasonably available to testify on behalf of the Company or any Subsidiaries, and to assist
the Company and its Subsidiaries by providing information, meeting and consulting with the Company and its Subsidiaries or their
representatives or counsel, as reasonably requested. The Executive agrees not to disclose to or discuss with anyone who is not
assisting the Company or any Subsidiary with the Claims, other than the Executive’s personal attorney, the fact of or the
subject matter of the Claims, except as required by law. The Executive further agrees to maintain the confidences and privileges
of the Company and its Subsidiaries, and acknowledges that any such confidences and privileges belong solely to the Company and
its Subsidiaries and can only be waived by the Company or any Subsidiary, not the Executive. In the event that the Executive is
subpoenaed to testify, or otherwise requested to provide information in any matter relating to the Company or any Subsidiary, the
Executive agrees to promptly notify the Company after receipt of such subpoena, summons or request for information, to reasonably
cooperate with the Company or any Subsidiary with respect to such subpoena, summons or request for information, and to not voluntarily
provide any testimony or information unless required by law or permitted by the Company. The Company will reimburse the Executive
for all reasonable attorneys fees incurred in providing such testimony or information.


 



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14.         Miscellaneous.


 


(a)          Notices.
All notices, demands or other communications to be given or delivered by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given (i) on the date of personal delivery to the recipient or an officer of the recipient,
(ii) when sent by telecopy or facsimile machine to the number shown below on the date of such confirmed facsimile or telecopy transmission
(provided that a confirming copy is sent via overnight mail), or (iii) when properly deposited for delivery by a nationally recognized
commercial overnight delivery service, prepaid, or by deposit in the United States mail, certified or registered mail, postage
prepaid, return receipt requested. Such notices, demands and other communications will be sent to each party at the address indicated
for such party below:


 


if to the Executive, to:


 


9 Colgate Lane


Woodbury, New York 11797


 


if to the Company, to:


 


40 Marcus Drive, Suite One


Melville, New York 11747


Facsimile: (631) 760-8414


Attention: Vice President of Operations


 


with a copy, which will not constitute
notice to the Company, to:


 


Certilman Balin Adler & Hyman,
LLP


90 Merrick Avenue


East Meadow, New York 11554


Facsimile: (516) 296-7111


Attention: Fred Skolnik, Esq.


 


or to such other address or to the attention
of such other person as the recipient party has specified by prior written notice to the sending party.


 


(b)          Consent
to Amendments. No modification, amendment or waiver of any provision of this Agreement will be effective against any party
hereto unless such modification, amendment or waiver is approved in writing by such party. No other course of dealing among the
Company, the Subsidiaries, and the Executive or any delay in exercising any rights hereunder will operate as a waiver by any of
the parties hereto of any rights hereunder.


 



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(c)          Assignability
and Binding Effect. This Agreement will be binding upon and inure to the benefit of the Executive and his heirs, legal representatives,
executors, administrators or successors, and will be binding upon and inure to the benefit of the Company and its successors and
assigns. The Executive may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of
his rights or obligations hereunder, and any such attempted assignment or disposition shall be null and void and without effect.


 


(d)          Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


(e)          Headings
and Sections. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement. Unless the context requires
otherwise, all references in this Agreement to Sections, Exhibits or Schedules will be deemed to mean and refer to Sections, Exhibits
or Schedules of or to this Agreement.


 


(f)          Governing
Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement
and any exhibits and schedules to this Agreement shall be governed by, and construed in accordance with, the laws of the State
of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application
of the laws of any jurisdiction other than the State of New York.


 


(g)          Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(h)          Submission
to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT WILL BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT IN THE EASTERN DISTRICT OF NEW YORK, AND EACH PARTY HEREBY SUBMITS
TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. TO THE FULLEST
EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 



    	14



    	 



    

 


(i)          Service
of Process. WITH RESPECT TO ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT, EACH PARTY WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY ANY MEANS SPECIFIED
FOR NOTICE PURSUANT TO SECTION 14(a).


 


(j)          Confidentiality.
The parties agree that this Agreement and the Release (if and when executed) are confidential and each party agrees not to disclose
any information regarding the terms of this Agreement or the Release to any Person, except that the Company may disclose information
regarding the terms of this Agreement or the Release to its Affiliates and any lenders or as required by law or regulation or the
rules of any stock exchange or market on which the Company’s securities are listed or traded, and the Executive may disclose
information regarding the terms of this Agreement or the Release to his immediate family. Each party may also disclose this information
to its tax, legal or other counsel. Each party shall instruct each of the foregoing not to disclose the same to anyone.


 


(k)          No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the
parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.


 


(l)          Entire
Agreement. Except as otherwise expressly set forth in this Agreement, this Agreement and the other agreements referred to in
this Agreement embody the complete agreement and understanding among the parties to this Agreement with respect to the subject
matter of this Agreement, and supersede and preempt any prior understandings, agreements, or representations by or among the parties
or their predecessors, written or oral, that may have related to the subject matter of this Agreement in any way, including the
Employment Agreement, dated as of October 4, 2010, between the Company and the Executive, as amended. This Agreement will be deemed
effective on the date hereof upon the execution hereof.


 


(m)          Time.
Whenever the last day for the exercise of any privilege or the discharge or any duty hereunder falls upon a day that is not a business
day, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day that
is a business day.


 


(n)          Certain
Terms. The use of the word “including” herein means “including without limitation.” Any definitions
used herein defined in the plural will be deemed to include the singular as the context may require and any definitions used herein
defined in the singular will be deemed to include the plural as the context may require. References to “Dollars” or
“$” are references to the lawful currency of the United States of America.


 


[Remainder of page intentionally left blank.
Signature page follows.]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Executive Employment Agreement as of the date first written above.


 


	 	BIORESTORATIVE THERAPIES, INC.
	 	 	 
	 	By:	     
	 	Name:  	Mandy Clyde
	 	Title: 	Vice President of Operations
	 	 	 
	 	 	    
	 	Mark Weinreb


 




    	 



    	 



    

 


SCHEDULE A


 


	Position:	 	President, Chief Executive Officer and Chairman of the Board
	 	 	 
	Per Annum Salary:	 	$400,000
	 	 	 
	Bonus:	 	2015: 50% of Per Annum Salary
	 	 	 
	 	 	2016 and 2017: 50% of Per Annum Salary based upon the satisfaction of certain performance goals.  The performance goals will be established during 2015 by the Compensation Committee of the Board (the “Compensation Committee”) based upon the level of achievement of the Company’s corporate goals and objectives for the calendar year with respect to which the Bonus relates and the Executive’s individual performance (in each case, as reasonably determined by the Compensation Committee).  The Compensation Committee will take into consideration the Executive’s input with respect to the establishment of the Executive’s individual goals and objectives.  The Compensation Committee may, in its discretion, award the Executive a Bonus in an amount greater than 50% of Per Annum Salary depending on the Executive’s level of achievement of the performance targets.
	 	 	 
	Monthly Automobile	 	 
	Allowance:	 	$600
	 	 	 
	Annual Insurance	 	 
	Premium	 	 
	Reimbursement/Payment:	 	$30,000
	 	 	 
	Annual Vacation:	 	4 weeks


 




    	 



    	 



    

 


EXHIBIT A


 


GENERAL RELEASE


 


I, Mark Weinreb, in consideration
of and subject to the performance by BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), of its
obligations under the Executive Employment Agreement by and between the Company and myself, dated as of March 9, 2015 (as amended
from time to time, the “Agreement”), do hereby release and forever discharge as of the date hereof, (i) the Company
and (ii) each of its subsidiaries, affiliates and predecessors (including, without limitation, and to the extent that they could
be liable in respect of their position with any of the foregoing, each of the present and former managers, directors, officers,
direct or indirect equity holders, agents, representatives, employees, subsidiaries, affiliates, predecessors, successors, assigns,
beneficiaries, heirs, executors, insurers, personal representatives, and attorneys of the parties referenced in clauses (i) and
(ii) above) (collectively, the “Released Parties”) to the extent provided below.


 


1.          I
understand that any payments or benefits paid or granted to me under Section 5 of the Agreement represent, in part, consideration
for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree
that I will not receive the payments and benefits specified in Section 5(b)(i) and (iii) or Section 5(c)(i) and (iii) of the Agreement,
or the COBRA Reimbursement (as such term is defined in the Agreement), unless I execute this General Release and do not revoke
this General Release within the time period permitted hereafter or breach this General Release. I also acknowledge and represent
that I have received all payments and benefits the payment and provision of which were due to me, as of the date hereof, by virtue
of any employment by the Company.


 


2.          Except
as provided in paragraph 4 below, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release
and forever discharge the Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims,
counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims
for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through
the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against any
of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out
of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to,
any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act
of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the
Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker
Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order
Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil
or human rights law, or under any other federal, state or local law, regulation or ordinance; or under any public policy, contract
or tort, or under common law; or arising under any policies, practices or procedures of the Company or any of its affiliates; or
any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees,
or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein
as the “Claims”). Notwithstanding any other provision of this General Release to the contrary, this General Release
does not encompass, and I do not release, waive or discharge, the obligations of any of the Released Parties (a) to make the payments
and provide the other benefits contemplated by the Agreement, (b) under any restricted stock agreement, option agreement or other
agreement pertaining to my equity ownership, or (c) under any indemnification or similar agreement with me.


 



    	 



    	 



    

 


3.          I
represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph
2 above.


 


4.          I
agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in
Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from
employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action
(including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).


 


5.          In
signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims
hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according
to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding
any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims),
if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver
is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the
terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against any Released Party, or
in the event I should seek to recover damages against any Released Party in any Claim brought by a governmental agency on my behalf,
this General Release shall serve as a complete defense to such Claims. I further agree that I have not filed and am not aware of
any pending Claim as of the execution of this General Release.


 


6.          I
agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed
at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.


 


7.          Nothing
in this Agreement shall be construed to preclude me from participating or cooperating in any investigation or proceeding conducted
by the Equal Employment Opportunity Commission or any other state or federal administrative agency. However, in the event
that a charge or complaint is filed against the Released Parties, or any of them, with any administrative agency or in the event
of an authorized investigation, charge or lawsuit filed against the Released Parties, or any of them, by any administrative
agency, I expressly waive and shall not accept any award or damages therefrom.


 



    	 



    	 



    

 


8.          Notwithstanding
anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any
of my rights or claims arising out of any breach by the Company after the date hereof of the Agreement if and to the extent those
rights, in each case by their specific terms, survive termination of my employment with the Company.


 


9.          Whenever
possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein. However, should paragraph 2 of this General Release be declared or
determined by any tribunal, administrative agency or court of competent jurisdiction to be illegal or invalid, and should I thereupon
seek to institute any claims that would have been within the scope of paragraph 2, the Company shall be entitled to immediate repayment,
and I shall immediately return, all of the severance payments that I have received, and the Company shall not be obligated to make
any further severance payments.


 


BY SIGNING THIS GENERAL RELEASE, I REPRESENT
AND AGREE THAT:


 


10.         I
HAVE READ IT CAREFULLY;


 


11.         I
UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION
IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS
WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;


 


12.         I
VOLUNTARILY CONSENT TO EVERYTHING IN IT;


 


13.         I
HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION
I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;


 


14.         I
HAVE BEEN ADVISED I HAVE TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS GENERAL RELEASE;


 


15.         I
AGREE THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL
TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD;


 


16.         I
UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS GENERAL RELEASE TO REVOKE IT AND THAT THIS GENERAL RELEASE SHALL
NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;


 



    	 



    	 



    

 


17.         I
HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT
TO IT; AND


 


18.         I
AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING
SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.


 


	DATE:	 	 
	 	 	 
	 	 	 
	Mark Weinreb