Exhibit
10.5


 


BioRestorative
Therapies, Inc.


40
Marcus Drive, Suite One


Melville,
New York 11747


 


	 	May
    30, 2018


 


Mr.
Mark Weinreb


40
Marcus Drive, Suite One


Melville,
New York 11747


 


Dear
Mr. Weinreb:


 


Reference
is made to the Executive Employment Agreement, dated as of March 9, 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 50% 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:	 
	 	 	Mandy
    Clyde
	 	 	Vice
    President of Operations
	 	 	 
	Agreed:	 	 
	 	 	 
	 	 	 
	Mark
    Weinreb	 	 


 




    	 	 	 



    	 	 	 



    

 


SCHEDULE
A


 


2018
Bonus Milestones:


 


	 	●	$72,000
    in the event the Company receives financing in a sufficient amount to commence and complete its U.S. Phase 2 clinical trial
    with respect to BRTX-100 (the “Clinical Trial”), or the Company enters into a license agreement with respect to
    BRTX-100 and the commencement and completion of the Clinical Trial, which license agreement provides for the payment of a
    license fee and royalties to the Company;
	 	 	 
	 	●	$56,000
    in the event the Company establishes a new commercial, research or other strategic relationship (other than with respect to
    its brtx-DISC Program) that materially advances the Company’s prospects and pursuant to which the Company receives an
    equity investment of at least $1,000,000;
	 	 	 
	 	●	$40,000
    in the event the Company enters into agreements with at least five (5) sites with regard to their participation in the Clinical
    Trial;
	 	 	 
	 	●	$32,000
    in the event the Company’s common stock is listed on Nasdaq or a comparable exchange.


 


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.