Exhibit
10.86


 


BioRestorative
Therapies, Inc.


40
Marcus Drive, Suite One


Melville,
New York 11747


 


May
30, 2018


 


Mr.
Robert Paccasassi


27
Ridge Road


Southampton,
New York 11968


 


Dear
Mr. Paccasassi:


 


Reference
is made to the Executive Employment Agreement, dated as of September 2, 2015, between BioRestorative Therapies, Inc. (the “Company”)
and you (the “Executive”) as amended (the “Employment Agreement”). All capitalized terms used and not
defined herein shall have the meanings ascribed to them in the Employment Agreement.


 


Pursuant
to the Employment Agreement, the Executive is entitled to receive an annual bonus of up to 25% of his Per Annum Salary based upon
the satisfaction of certain performance goals.


 


The
parties agree that the performance goals for the year ended December 31, 2017 were not satisfied and that, accordingly, no bonus
was payable for such year. The parties agree further that the performance goals for the year ending December 31, 2018, and the
bonus amount payable with respect thereto, are as set forth on Schedule A attached hereto.


 


Except
as amended hereby, the Employment Agreement shall continue in full force and effect in accordance with its terms.


 


	 	Very truly yours,
	 	 
	 	BioRestorative Therapies, Inc. 
	 	 	 
	 	By:	                           
	 	 	Mark
    Weinreb, Chief Executive Officer


 


Agreed:


 


	 	 
	Robert
    Paccasassi	 


 




    	 	 	 



    	 



    

 


SCHEDULE
A


 


2018
Bonus Milestones:


 


	 	●	$17,609
    in the event the Company completes two mock production runs of BRTX-100 at a contract manufacturing organization (“CMO”)
    or the Company’s cleanroom and BRTX-100 meets all specified product release tests;
	 	 	 
	 	●	$20,125
    in the event the Company finalizes internal or external (through a CMO) quality control laboratory operations supporting raw
    material, environmental monitoring and final product release testing in connection with the supply of BRTX-100 clinical material
    for its Phase 2 clinical trial;
	 	 	 
	 	●	$7,547
    in the event the Company establishes an internal program for equipment management in alignment with cGMPs, which program is
    approved by the Company’s Chief Executive Officer (the “CEO”);
	 	 	 
	 	●	$5,031
    in the event the Company advances its current quality and compliance function into more senior level technical operations
    to meet the needs of future clinical trials and potential commercial strategic development and operational oversight, which
    advances are approved by the CEO.


 


It
is understood and agreed that each of the foregoing milestones must be achieved by December 31, 2018 in order for the Executive
to be entitled to receive the Bonus amount. In addition, the Executive must have remained continuously employed with the Company
through the date on which a particular milestone is satisfied in order for the Executive to be entitled to receive the particular
Bonus amount. The Executive acknowledges and agrees that the Company is under no obligation to approve the pursuit of, or pursue,
any of the milestones set forth above. Any issue as to whether any of the foregoing milestones have been satisfied shall be determined
by the Company in its sole discretion.