Exhibit
10.98


 


THIS
CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND NEITHER THE ISSUANCE OF
THIS CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE MAY BE TRANSFERRED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF l933, AS AMENDED (THE “ACT”),
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THIS LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS CONVERTIBLE PROMISSORY NOTE.


 


BIORESTORATIVE
THERAPIES, INC.


 


“ORIGINAL
ISSUE DATE”: NOVEMBER 12, 2018


 


ORIGINAL
PRINCIPAL AMOUNT: $350,000


 


CONVERTIBLE
PROMISSORY NOTE


 


BIORESTORATIVE
THERAPIES, INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to SCG
CAPITAL, LLC a Florida limited liability company (the “Holder”), at the offices of the Company, 40 Marcus Drive,
Suite One, Melville, New York 11747, the original principal amount of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000),
except for as contemplated by Section 2, in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts, as follows: (i) eighty-seven thousand five hundred dollars ($87,500)
to be paid on the six (6) month anniversary of the Original Issue Date (the “First Maturity Date”), plus interest
on the unpaid principal balance of such amount at the rate of twelve percent (12%) per annum from the Original Issue Date through
the First Maturity Date; (ii) eighty-seven thousand five hundred dollars ($87,500) to be paid two (2) weeks following the First
Maturity Date (the “Second Maturity Date”), plus interest on the unpaid principal balance of such amount at the rate
of twelve percent (12%) per annum from the Original Issue Date through the Second Maturity Date; (iii) eighty-seven thousand five
hundred dollars ($87,500) to be paid four (4) weeks following the First Maturity Date (the “Third Maturity Date”),
plus interest on the unpaid principal balance of such amount at the rate of twelve percent (12%) per annum from the Original Issue
Date through the Third Maturity Date; and (iv) eighty-seven thousand five hundred dollars ($87,500) to be paid six (6) weeks following
the First Maturity Date (the “Fourth Maturity Date”), plus interest on the unpaid principal balance of such amount
at the rate of twelve percent (12%) per annum from the Original Issue Date through the Fourth Maturity Date.


 


1.
Registered Owner. The Company may consider and treat the person or entity in whose name this Convertible Promissory
Note (the “Note”) shall be registered as the absolute owner thereof for all purposes whatsoever (whether or not this
Note shall be overdue) and the Company shall not be affected by any notice to the contrary. Subject to the provisions hereof,
the registered owner of this Note shall have the right to transfer it by assignment and the transferee thereof, upon his or its
registration as owner of this Note, shall become vested with all the powers and rights of the transferor. Registration of any
new owner shall take place upon presentation of this Note to the Company at its offices together with the Note Assignment Form
attached hereto duly executed. In case of transfers by operation of law, the transferee shall notify the Company of such transfer
and of his or its address, and shall submit appropriate evidence regarding the transfer so that this Note may be registered in
the name of the transferee. This Note is transferable only on the books of the Company by the Holder on the surrender hereof,
duly endorsed. Communications sent to any registered owner shall be effective as against all holders or transferees of this Note
not registered at the time of sending the communication.


 




    	 	 	 



     


    

 


2.
Conversion.


 


2.1
Conversion Right.


 


2.1.1
Conversion Right of Holder. Subject to the terms hereof, at any time, and from time to time, while this Note is outstanding,
the Holder shall have the right to convert the then outstanding principal amount of this Note, or any portion thereof, together
with accrued and unpaid interest thereon (the “Conversion Amount”), into shares of Common Stock, par value $.001 per
share, of the Company (“Conversion Stock”) that shall be determined by dividing the applicable Conversion Amount by
a conversion price equal to fifty-eight percent (58%) of Fair Market Value (as hereinafter defined), subject to equitable adjustment
pursuant to the provisions of Section 2.2 (the “Conversion Price”); provided, however, that in no event shall the
Conversion Price be less than ten cents ($.10) per share (the “Minimum Conversion Price”) (subject to adjustment pursuant
to the provisions of Section 2.2).


 


2.1.2
Fair Market Value. For purposes hereof, “Fair Market Value” shall be determined as follows:


 


	 	(a)	if
    the Common Stock of the Company is listed on any established stock exchange or a national market system, including, without
    limitation, The Nasdaq Stock Market, or quoted on any other market for which closing sales prices are available, Fair Market
    Value shall be the lowest closing sales price for the Common Stock, as quoted on such exchange, system or other market, during
    the five (5) trading days immediately preceding the date of receipt by the Company of the Notice of Conversion (as hereinafter
    defined);
	 	 	 
	 	(b)	if
    the Common Stock of the Company is quoted but closing sales prices are not reported, then Fair Market Value shall be the lowest
    mean between the high bid and low asked prices for the Common Stock on any trading day during the five (5) trading days immediately
    preceding the date of receipt by the Company of the Notice of Conversion; or
	 	 	 
	 	(c)	in
    the absence of any quotations for the Common Stock of the Company during the five (5) trading days immediately preceding the
    date of receipt by the Company of the Notice of Conversion, Fair Market Value shall be determined in good faith by the Board
    of Directors of the Company,


 


it
being understood and agreed that, if the Company receives a Notice of Conversion after 4:00 p.m. on any trading day, then the
five (5) trading day period shall include the date of receipt of the Notice of Conversion.


 




    	 	2	 



     


    

 


2.1.3
Exercise of Conversion Right. The foregoing conversion privilege may be exercised by the delivery of an election to convert
from the Holder to the Company in the form of the Note Conversion Form attached hereto (“Notice of Conversion”) by
facsimile to (631) 760-8414 or other electronic transmission to mweinreb@biorestorative.com. Upon delivery by the Holder of a
Notice of Conversion, this Note shall be deemed cancelled with respect to the principal amount subject to such conversion, and,
subject to, and effective upon, the Holder’s delivery of this Note to the Company for cancellation (in the event the remaining
principal balance of this Note has been converted into Conversion Stock), the Holder shall be deemed to be (i) the holder of record
of the shares of Conversion Stock issuable upon the applicable conversion, notwithstanding that the stock transfer books of the
Company shall then be closed or that certificates representing such shares shall not then be actually delivered to the Holder,
and (ii) the holder of the Note to the extent of any remaining unpaid principal balance hereunder, if any. For the avoidance of
doubt, upon delivery of a Notice of Conversion by the Holder, the Company shall use its reasonable best efforts to deliver evidence
of the Conversion Stock issued to the Holder. The Holder and the Company shall maintain records showing the principal amount so
converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company,
so as not to require physical surrender of this Note upon conversion. Notwithstanding anything to the contrary set forth herein,
upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this
Note to the Company unless the entire unpaid principal amount of this Note is so converted.


 


2.2
Anti-Dilution Provisions.


 


2.2.1
Adjustments for Stock Dividends; Combinations, Etc. In case the Company shall do any of the following (an “Event”):


 


	 	(a)	declare
    a dividend or other distribution on its Common Stock payable in Common Stock of the Company,
	 	 	 
	 	(b)	subdivide
    the outstanding Common Stock pursuant to a stock split or otherwise,
	 	 	 
	 	(c)	combine
    the outstanding Common Stock into a smaller number of shares pursuant to a reverse split or otherwise,
	 	 	 
	 	(d)	reclassify
    its Common Stock, or
	 	 	 
	 	(e)	spin-off
    to the Company’s equityholders cash or shares (or rights to acquire shares) of capital stock of a subsidiary of the
    Company,


 


then
the Minimum Conversion Price and, if the Event occurs during the period in which Fair Market Value is determined, the Conversion
Price shall be equitably adjusted to give effect to such Event. Each such adjustment of the Minimum Conversion Price and the Conversion
Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any Event
listed above shall occur.


 




    	 	3	 



     


    

 


2.2.2
Adjustment for Reorganization, Recapitalization, Consolidation or Merger. In case of any reorganization or recapitalization
of the Company (or any other entity, the securities of which are at the time receivable on the conversion of this Note) after
the Original Issue Date or in case after such date the Company (or any such other entity) shall consolidate with or merge with
or into another entity, then, and in each such case, the Holder of this Note upon the conversion thereof as provided in Section
2.1 hereof at any time after the consummation of such reorganization, recapitalization, consolidation or merger, shall be entitled
to receive, in lieu of the securities and property receivable upon the conversion of this Note prior to such consummation, the
securities or property to which such Holder would have been entitled upon such consummation if the conversion of this Note had
occurred immediately prior thereto, all subject to further equitably adjustment as provided in Section 2.2.1; in each such case,
the terms of this Note shall be applicable to the securities or property receivable upon the conversion of this Note after such
consummation.


 


2.3
Fractional Shares. The Company shall not be required to issue certificates representing fractions of shares, nor
shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the Company and the Holder
that all fractional interests shall be eliminated.


 


2.4
Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the
Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Note.


 


3.
Redemption. The Holder, by its acceptance of this Note, hereby acknowledges that, at any time, and from time to
time, prior to the Fourth Maturity Date, the Company may, at its option, by written notice on not less than three (3) trading
days written notice given to the Holder, elect to redeem and prepay all or any portion of the outstanding principal indebtedness
evidenced by this Note. The Notes may be prepaid with the following penalties:


 


	Time
    Period	 	Payment
    Premium
	<=90
    days after the Original Issue Date	 	125%
    of the sum of outstanding principal plus accrued and unpaid interest
	>90
    days <=180 days after the Original Issue Date	 	135%
    of the sum of outstanding principal plus accrued and unpaid interest


 


Notwithstanding
anything to the contrary in this Note, (i) the Company has no right to prepay the applicable outstanding principal indebtedness
evidenced by this Note if the Holder has delivered a Notice of Conversion to the Company to convert such applicable outstanding
principal amount into Conversion Stock prior to the Company notifying the Holder of a requested redemption and prepayment pursuant
to this Section 3, and (ii) after the expiration of 180 days after the Original Issue Date, the Company shall have no right of
redemption and prepayment under this Note. Such redemption must be closed and funded within three (3) trading days of giving notice
of redemption under this Section 3. If Company does not pay to Holder such amount due to Holder under this Section 3 within three
(3) trading days of giving notice of redemption under this Section 3, the Company shall forever forfeit its right to prepay the
Note pursuant to this Section 3.


 




    	 	4	 



     


    

 


4.
Events of Default. If the Company shall (a) admit in writing its inability to pay its debts generally as they mature;
(b) make a general assignment for the benefit of creditors; (c) be adjudicated a bankrupt or insolvent; (d) file a voluntary petition
in bankruptcy or a petition or an answer seeking an arrangement with creditors; (e) take advantage of any bankruptcy, insolvency
or readjustment of debt law or statute or file an answer admitting the material allegations of a petition filed against it in
any proceeding under any such law; (f) apply for or consent to the appointment of a receiver, trustee or liquidator for all or
substantially all of its assets; (g) have an involuntary case commenced against it under the Federal bankruptcy laws, which case
is not dismissed or stayed within sixty (60) days (each an “Event of Default”), (h) the Company shall fail to issue
and deliver Conversion Stock in accordance with Section 2 and such failure shall continue unremedied for a period of five (5)
trading days, or (i) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 of the
Securities Act (or any successor rule) to the Holder or its assigns, including but not limited to the timely fulfillment by the
Company of its filing requirements as a reporting issuer registered with the Securities and Exchange Commission, then, in each
case, at any time thereafter and unless such Event of Default shall have been cured or shall have been waived in writing by the
Holder, the Holder may, by written notice to the Company, declare the entire unpaid principal amount of this Note then outstanding,
together with accrued interest thereon, to be forthwith due and payable, whereupon the same shall become forthwith due and payable.
The Company covenants and agrees that so long as this Note shall be outstanding, if any one or more Event of Default occurs which
constitutes or would constitute an Event of Default, the Company will forthwith give notice to the Holder, specifying the nature
and status of the Event of Default.


 


5.
Costs of Collection. In the event the Company shall default in the payment of this Note when due, then the Company
shall pay, in addition to the unpaid principal and interest, all the costs and expenses incurred in effecting collection hereunder,
including reasonable attorneys’ fees.


 


6.
Investment Intent. The Holder, by its acceptance hereof, hereby represents and warrants that this Note is being
acquired, and the Conversion Stock issuable upon the conversion of this Note will be acquired, for investment purposes only and
without a view to the distribution thereof, and may be transferred only in compliance with the Act. Unless, prior to the conversion
of this Note by the Holder, the issuance of the Conversion Stock has been registered with the Securities and Exchange Commission
pursuant to the Act, the Note Conversion Form shall be accompanied by the Investment Representation Letter attached hereto, duly
executed by the Holder.


 


7.
Restrictions on Transfer.


 


7.1
Transfer to Comply with the Securities Act of 1933. Neither this Note nor any Conversion Stock may be sold, assigned,
transferred or otherwise disposed of except as follows: (a) to a person who, in the opinion of counsel satisfactory to the Company,
is a person to whom this Note or the Conversion Stock may legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply
with the provisions of this Section 7 with respect to any resale, assignment, transfer or other disposition of such securities;
or (b) to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the
offering thereof for such sale, assignment, transfer or disposition.


 




    	 	5	 



     


    

 


7.2
Legend. Subject to the terms hereof, upon conversion of this Note and the issuance of the Conversion Stock, all
certificates representing such Conversion Stock shall bear on the face or reverse thereof substantially the following legend,
unless or until registered under the Securities Act or exempt from such registration:


 


“The
securities which are represented by this certificate have not been registered under the Securities Act of 1933, as amended (the
“Act”), and may not be sold, transferred, hypothecated or otherwise disposed of until a registration statement with
respect thereto is declared effective under the Act, or the Company receives an opinion of counsel for the Company or the Holder
(reasonably acceptable to the Company) that an exemption from the registration requirements of the Act is available.”


 


8.
Lost, Stolen or Destroyed Note. In the event that the Holder notifies the Company that this Note has been lost,
stolen or destroyed and provides (a) a letter, in form satisfactory to the Company, to the effect that it will indemnify the Company
from any loss incurred by it in connection therewith, and/or (b) an indemnity bond in such amount as is reasonably required by
the Company, the Company having the option of electing either (a) or (b) or both, the Company may, in its sole discretion, accept
such letter and/or indemnity bond in lieu of the surrender of this Note as required by Section 2.1 hereof.


 


9.
Notices. Except as set forth in Section 2 hereof, all notices required hereunder shall be given by first-class mail,
postage prepaid, or overnight mail or courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One,
Melville, New York 11747, Attention: Chief Executive Officer, or such other address as the Company may designate in writing to
the Holder; and if given by the Company, addressed to the Holder at the address of the Holder shown on the books of the Company.
Notice by first-class mail, overnight mail or courier shall be effective upon receipt by the recipient, and notice delivered by
facsimile or email shall be deemed received on the date sent (with confirmation of transmission).


 


10.
Applicable Law; Jurisdiction. This Note is issued under, and shall for all purposes be governed by and construed
in accordance with, the laws of the State of New York, excluding choice of law principles thereof. The Company and, by its acceptance
of this Note, the Holder hereby irrevocably consent and submit to the exclusive jurisdiction of any federal or state court located
within Nassau or Suffolk County, New York over any dispute arising out of or relating to this Note and each party hereby irrevocably
agrees that all claims in respect of such dispute or any legal action related thereto may be heard and determined in such courts.
Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection
that it or he may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient
forum for the maintenance of such dispute.


 


11.
Construction. The use of the word “including” in this Note means “including without limitation”
and is intended by the parties to be by way of example rather than limitation.


 




    	 	6	 



     


    

 


12.
Interpretation. The Company and, by its acceptance of this Note, the Holder acknowledge that they have been represented
by counsel, or afforded the opportunity to be represented by counsel, in connection with this Note. Accordingly, any rule of law
or any legal decision that would require the interpretation of any claimed ambiguities in this Note against the party that drafted
it has no application and is expressly waived by the Company and the Holder. The provisions of this Note shall be interpreted
in a reasonable manner to give effect to the intent of the Company and the Holder.


 


13.
Miscellaneous. This Note evidences the entire obligation of the Company with respect to the repayment of the principal
amount hereof and the other matters provided for herein. No provision of this Note may be modified except by an instrument in
writing signed by the Company and the Holder. Except for earlier conversion of the Conversion Amount by the Holder as provided
in Section 2 or earlier redemption and prepayment by the Company of all or any portion of the outstanding principal indebtedness
evidenced by this Note as provided in Section 3, payment of principal and interest due upon maturity or redemption shall be made
to the registered Holder of this Note on or after the First Maturity Date, the Second Maturity Date, the Third Maturity Date or
the Fourth Maturity Date, as applicable, as the case may be, contemporaneous with and upon presentation of this Note for payment
(in the event the remaining outstanding principal balance of this Note is being paid). No interest shall be due on this Note for
such period of time that may elapse between the First Maturity Date, the Second Maturity Date, the Third Maturity Date or the
Fourth Maturity Date, as applicable, as the case may be, and its presentation for payment (in the event the remaining outstanding
principal balance of this Note is being paid).


 


[Remainder
of page intentionally left blank]


 




    	 	7	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be signed on its behalf, in its corporate name, by its duly authorized
officer, all as of the day and year first above written.


 


	 	BIORESTORATIVE
    THERAPIES, INC.
	 	 	 
	 	By:	 
	 	 	Mark
    Weinreb
	 	 	Chief
    Executive Officer


 




    	 	 	 



    	 



    

 


BIORESTORATIVE
THERAPIES, INC.


 


CONVERTIBLE
PROMISSORY NOTE


 


NOTE
ASSIGNMENT FORM


 


FOR
VALUE RECEIVED


 


The
undersigned _____________________________ (please print or typewrite name of assignor) hereby sells, assigns and transfers unto
____________________________________________________________


____________________________________________________________________________________________


(please
print or typewrite name, address and social security or taxpayer identification number, if any, of assignee) the within Convertible
Promissory Note of BioRestorative Therapies, Inc., dated November 12, 2018, in the original principal amount of $350,000 and hereby
authorizes the Company to transfer this Note on its books.


 


HOLDER:


 


	TO
    BE COMPLETED BY INDIVIDUAL HOLDER(S), INCLUDING AS JOINT TENANTS, AS TENANTS IN COMMON OR AS COMMUNITY PROPERTY	 	TO
    BE COMPLETED BY CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY OR TRUST HOLDER
	 	 	 	 
	Name(s)
    of Holder(s) [Please Print]	 	 	Name
    of Corporation, Partnership, Limited Liability Company or Trust [Please Print]
	 	 	 	 
	 	 	By:	 
	Signature
    of Holder	 	 	Authorized
    Signatory
	 	 	 	 
	 	 	 	 
	Signature
    of Holder, if more than one	 	 	Name
    and Title of Authorized Signatory [Please Print]
	 	 	 	 
	 	 	 	 
	Date	 	 	Date


 




    	 	 	 



    	 



    

 


BIORESTORATIVE
THERAPIES, INC.


 


CONVERTIBLE
PROMISSORY NOTE


 


NOTE
CONVERSION FORM


 


The
undersigned hereby irrevocably elects to convert the within Convertible Promissory Note of BioRestorative Therapies, Inc., dated
November 12, 2018, in the original principal amount of $350,000, to the extent of $______________________ in principal amount
thereof, together with accrued and unpaid interest thereon.


 


HOLDER:


 


	TO
    BE COMPLETED BY INDIVIDUAL HOLDER(S), INCLUDING AS JOINT TENANTS, AS TENANTS IN COMMON OR AS COMMUNITY PROPERTY	 	TO
    BE COMPLETED BY CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY OR TRUST HOLDER
	 	 	 	 
	Name(s)
    of Holder(s) [Please Print]	 	 	Name
    of Corporation, Partnership, Limited Liability Company or Trust [Please Print]
	 	 	 	 
	 	 	By:	 
	Signature
    of Holder	 	 	Authorized
    Signatory
	 	 	 	 
	 	 	 	 
	Signature
    of Holder, if more than one	 	 	Name
    and Title of Authorized Signatory [Please Print]
	 	 	 	 
	 	 	 	 
	Date	 	 	Date


 




    	 	 	 



    	 



    

 


BIORESTORATIVE
THERAPIES, INC.


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


BioRestorative
Therapies, Inc.


40
Marcus Drive, Suite One


Melville,
New York 11747


 


Gentlemen:


 


In
connection with the acquisition of _______________ shares of Common Stock (the “Shares”) of BIORESTORATIVE THERAPIES,
INC., a Delaware corporation (the “Company”), by the undersigned from the Company pursuant to the conversion of
a Convertible Promissory Note, dated as of November 12, 2018, the undersigned does hereby represent and warrant to the Company
as follows:


 


	 	(a)	The
    undersigned represents and warrants that the Shares acquired by it are being acquired for its own account, for investment
    purposes and not with a view to any distribution within the meaning of the Securities Act of 1933, as amended (the “Securities
    Act”). The undersigned will not sell, assign, mortgage, pledge, hypothecate, transfer or otherwise dispose of any of
    the Shares unless (i) a registration statement under the Securities Act with respect thereto is in effect and the prospectus
    included therein meets the requirements of Section 10 of the Securities Act, or (ii) the Company has received a written opinion
    of its counsel or the Holder’s counsel (reasonably acceptable to the Company) that, after an investigation of the relevant
    facts, such counsel is of the opinion that such proposed sale, assignment, mortgage, pledge, hypothecation, transfer or disposition
    does not require registration under the Securities Act or any state securities law.
	 	 	 
	 	(b)	The
    undersigned understands that the resale of the Shares is not, and is not being, registered under the Securities Act and the
    Shares must be held indefinitely unless they are subsequently registered thereunder or an exemption from such registration
    is available.
	 	 	 
	 	(c)	The
    undersigned recognizes that the acquisition of the Shares involves a high degree of risk and is suitable only for persons
    of adequate financial means who have no need for liquidity in this investment in that (i) the undersigned may not be able
    to liquidate its investment in the event of emergency; (ii) transferability is extremely limited; and (iii) it could sustain
    a complete loss of its investment.
	 	 	 
	 	(d)	The
    undersigned represents that it (i) is competent to understand and does understand the nature of its investment in the Shares;
    and (ii) is able to bear the economic risk of its investment in the Shares.


 




    	 	 	 



    	 



    

 


	 	(e)	The
    undersigned represents that, either alone or with its purchaser representative (as such term is defined in Rule 501 promulgated
    under the Securities Act), it has such knowledge and experience in financial and business matters that it is capable of evaluating
    the merits and risks of the acquisition of the Shares.
	 	 	 
	 	(f)	The
    undersigned represents and warrants that it is an “accredited investor,” as such term is defined in Rule 501 of
    Regulation D promulgated under the Securities Act. The undersigned meets the requirements of at least one of the suitability
    standards for an “accredited investor” as set forth on the Accredited Investor Certification contained herein.
	 	 	 
	 	(g)	The
    undersigned represents that it has reviewed all information regarding the Company that has been filed with the Securities
    Exchange Commission (the “SEC”). The undersigned also represents that it has been furnished by the Company with
    all information regarding the Company which it had requested or desired to know; that all documents which could be reasonably
    provided have been made available for its inspection and review; that it has been afforded the opportunity to ask questions
    of and receive answers from duly authorized representatives of the Company concerning the Company; and that it has had the
    opportunity to consult with its own tax or financial advisor concerning an investment in the Company. The undersigned confirms
    that no oral representations have been made or oral information furnished to the undersigned or its advisers that are inconsistent
    in any respect with the SEC Reports.
	 	 	 
	 	(h)	The
    undersigned represents that the Shares are being acquired for its own account, for investment and not for distribution to
    others. The undersigned agrees that it will not sell, transfer or otherwise dispose of the Shares, or any portion thereof,
    unless they are registered under the Securities Act or unless an exemption from such registration is available.
	 	 	 
	 	(i)	The
    undersigned consents to the placement of a legend on the Shares stating that they have not been registered under the Securities
    Act and setting forth or referring to the restrictions on transferability and sale thereof. The undersigned is aware that
    the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the
    Shares.
	 	 	 
	 	(j)	THE
    SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND WILL
    BE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SHARES WILL
    BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
    ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
    SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. ANY REPRESENTATION
    TO THE CONTRARY IS UNLAWFUL.


 




    	 	 	 



    	 



    

 


	 	(k)	To
    the knowledge of the undersigned, no commission or other remuneration has been paid or given, directly or indirectly, in connection
    with the undersigned’s exercise of its conversion right.
	 	 	 
	 	(l)	The
    undersigned acknowledges that counsel to the Company will be relying, and may rely, upon the foregoing in connection with
    any opinion of counsel it may give with regard to the issuance of the Shares by the Company to the undersigned, and any subsequent
    transfer of the Shares by the undersigned, and agrees to advise the Company and its counsel in writing in the event of any
    change in any of the foregoing.


 


Very
truly yours,


 


HOLDER:


 


	TO
    BE COMPLETED BY INDIVIDUAL HOLDER(S), INCLUDING AS JOINT TENANTS, AS TENANTS IN COMMON OR AS COMMUNITY PROPERTY	 	TO
    BE COMPLETED BY CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY OR TRUST HOLDER
	 	 	 
	 	 	 	 
	Name(s)
    of Holder(s) [Please Print]	 	 	Name
    of Corporation, Partnership, Limited Liability Company or Trust [Please Print]
	 	 	 	 
	 	 	By:	 
	Signature
    of Holder	 	 	Authorized
    Signatory
	 	 	 	 
	 	 	 	 
	Signature
    of Holder, if more than one	 	 	Name
    and Title of Authorized Signatory [Please Print]
	 	 	 	 
	 	 	 	 
	Date	 	 	Date


 




    	 	 	 



    	 



    

 





BIORESTORATIVE
THERAPIES, INC.


 


NOTE
CONVERSION


 


Accredited
Investor Certification


(Initial
the appropriate box(es))


 


The
undersigned represents and warrants that it, he or she is an “accredited investor” based upon the satisfaction of
one or more of the following criteria:


 


	_____	(1)
    he or she is a natural person who has a net worth or joint net worth with his or her spouse in excess of $1,000,000 at the
    date hereof1; or
	 	 
	_____	(2)
    he or she is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or a
    joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching
    the same income level in the current year; or
	 	 
	_____	(3)
    he or she is a director or executive officer of the Company; or
	 	 
	_____	(4)
    it is either (a) a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
    or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting
    in its individual or fiduciary capacity, (b) a broker or dealer registered pursuant to Section 15 of the Securities Exchange
    Act of 1934, (c) an insurance company as defined in Section 2(13) of the Securities Act, (d) an investment company registered
    under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such act, (e)
    a small business investment company licensed by the United States Small Business Administration under Section 301(c) or (d)
    of the Small Business Investment Act of 1958, (f) a plan established and maintained by a state or its political subdivisions,
    or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan
    has total assets in excess of $5,000,000 or (g) an employee benefit plan within the meaning of Title I of the Employee Retirement
    Income Security Act of 1974, if the determination to acquire the securities is made by a plan fiduciary, as defined in Section
    3(21) of such act, which plan fiduciary is a bank, savings and loan association, an insurance company or a registered investment
    advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with the determination
    to accept the securities made solely by persons who otherwise meet these suitability standards; or


 







 



1
For purposes of calculating net worth:





(i)
The undersigned’s primary residence shall not be included as an asset;


(ii)
Indebtedness that is secured by the undersigned’s primary residence, up to the estimated fair market value of the primary
residence at the date hereof, shall not be included as a liability (except that if the amount of such indebtedness outstanding
at the date hereof exceeds the amount outstanding 60 days before the date hereof, other than as a result of the acquisition of
the primary residence, the amount of such excess shall be included as a liability); and


(iii)
Indebtedness that is secured by the undersigned’s
primary residence in excess of the estimated fair market value of the primary residence at the date hereof shall be included as
a liability.



 




    	 	 	 



    	 



    

 


	_____	(5)
    it is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or
	 	 
	_____	(6)
    it is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts
    or similar business trust or a partnership not formed for the specific purpose of acquiring the securities offered hereby,
    with total assets in excess of $5,000,000; or
	 	 
	_____	(7)
    it is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities,
    whose determination to accept the securities is directed by a sophisticated person who has such knowledge and experience in
    financial and business matters that he or she is capable of evaluating the merits and risks of the acquisition of the securities;
    or
	 	 
	_____	(8)
    it is a corporation, partnership or other entity, and each and every equity owner of such entity initials a separate Accredited
    Investor Certification pursuant to which it, he or she certifies that it, he or she meets the qualifications set forth in
    either (1), (2), (3), (4), (5), (6) or (7) above.


 


	If
    the Acquiror is an INDIVIDUAL, or if the Securities are being acquired as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY
    PROPERTY:	 	If
    the Acquiror is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:
	 	 	 
	 	 	 	 
	Name(s)
    of Acquiror	 	 	Name
    of Acquiror
	 	 	 	 
	 	 	By:	 
	Signature
    of Acquiror	 	 	Signature
    of Authorized Representative
	 	 	 	 
	 	 	 	 
	Signature,
    if jointly held	 	 	Name
    and Title of Authorized Representative
	 	 	 	 
	 	 	 	 
	Date
    	 	 	Date