Exhibit 4.2


 


[FORM OF WARRANT CERTIFICATE]


 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED
HEREIN.


 


Warrant Certificate Evidencing Warrants to Purchase _______
Shares of Common Stock, par value of $0.001 per share, as described herein.


 


BIORESTORATIVE THERAPIES, INC.


 


	Warrant No.:___________________	CUSIP 090655119


 


VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON _______ __,
2020


 


This Warrant Certificate
(the “Warrant Certificate”) certifies that ________________________ or registered assigns is the registered
holder (the “Holder”) of _____________________ warrants to purchase certain securities as set forth herein
(each a “Warrant”). Each Warrant entitles the Holder, subject to the provisions contained herein and
in the Warrant Agreement (as defined below), to purchase from BioRestorative Therapies, Inc., a Delaware corporation (the “Company”),
one share (each a “Warrant Share,” and collectively, the “Warrant Shares”)
of common stock, par value $0.001 per share, of the Company (“Common Stock”), at the Exercise Price set
forth below. The price per share at which each Warrant Share may be purchased at the time each Warrant is exercised is $[_____]
initially, subject to adjustments as set forth herein (the “Exercise Price”).


 


This Warrant Certificate
is issued under and in accordance with the Warrant Agency Agreement (the “Warrant Agreement”), dated
as of [·], 2015 (the “Issuance Date”), between the Company and Island Capital Management, LLC,
doing business as Island Stock Transfer (the “Warrant Agent”, which term includes any successor warrant
agent under the Warrant Agreement), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions the Holder of this Warrant Certificate and the beneficial owners of the Warrants represented by this Warrant
Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the below-mentioned
office of the Warrant Agent and at the office of the Company at 40 Marcus Drive, Suite One, Melville, New York 11747. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Warrant Agreement.


 


Unless and until countersigned
by the Warrant Agent, a Warrant shall be invalid and of no effect and may not be exercised by the Holder.


 


		1.	Terms and Exercise of Warrants.



 


		1.1.	Terms. Each Warrant shall be subject to the price and duration terms set forth in Section
3.1 and 3.2 of the Warrant Agreement.



 


		1.2.	Exercise. A Holder may exercise a Warrant in accordance with the terms and conditions set
forth in Section 3.3 of the Warrant Agreement.



 


		1.3.	No Transfer Taxes. The Company shall not be required to pay any stamp or other tax or charge
required to be paid in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants;
and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until
such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or
other charge is due.



 


		1.4.	Date of Issuance. Each person or entity in whose name any such certificate for Warrant Shares
is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the applicable
Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of any such certificate,
except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of record of such shares at the close of business on the next succeeding date
on which the stock transfer books are open.



 




    	 	1	 



     


    

 


		1.5.	Cashless Exercise Under Certain Circumstances.



 


(i) The Company shall provide
to the Holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via Depository transfer
or otherwise (without any restrictive legend), because (A) the Securities and Exchange Commission (the “Commission”)
has issued a stop order with respect to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the
effectiveness of the Registration Statement, either temporarily or permanently, (C) the Company has suspended or withdrawn the
effectiveness of the Registration Statement, either temporarily or permanently, or (D) of some other reason (each a “Restrictive
Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised a Warrant in
accordance with the terms of this Warrant Certificate and the Warrant Agreement but prior to the delivery of the Warrant Shares,
the Company shall, at the election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive
Legend Event, either (A) rescind the previously submitted Election to Purchase and return all consideration paid by the Holder
for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph
and refund the cash portion of the Exercise Price to the Holder.


 


(ii) If a Restrictive Legend
Event has occurred and no exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), is available, the Warrants shall only be exercisable on a cashless basis. Notwithstanding anything herein
to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of issuance
of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate (or book entry)
for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A) =	the average of the VWAPs on the five (5) Business Days immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;
	 	 	 
	 	(B) =	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and
	 	 	 
	 	(X) =	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on NYSE AMEX, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market or the New York Stock
Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time) on any day that
the Trading Market on which the Common Stock is then listed is open for trading), (b) the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the OTCQB market, published by OTC Markets, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices) (“OTC Markets”), (c) if the Common Stock is
not then listed or quoted for trading on the OTCQB market, and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets, the most recent bid price per share of the Common Stock so reported, or (d) in all other
cases, the fair market value of a share of Common Stock as determined in good faith by the Company’s board of directors.


 




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“Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required
by law or executive order to remain closed.


 


		1.6.	Disputes. In the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the applicable Holders the number of Warrant
Shares that are not disputed.



 


		2.	Adjustments.



 


		2.1.	Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time after
the Issuance Date subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise)
its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company
at any time after the Issuance Date combines (by any reverse stock split, recapitalization, reorganization, scheme, arrangement
or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately
prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased.
Any adjustment under this Section 2.1 shall become effective at the time on which the subdivision or combination becomes effective.
The Company shall promptly notify the Warrant Agent of any such adjustment and give specific instructions to the Warrant Agent
with respect to any adjustments to its register.



 


		2.2.	Adjustment for Other Distributions. In the event the Company shall fix a record date for
the making of a dividend or distribution to all holders of Common Stock of any evidences of indebtedness or assets (excluding those
referred to in Section 2.1 or other dividends or distributions paid out of retained earnings), then in each such case the Exercise
Price of any unexercised Warrants shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record
date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall
be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date
less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed
applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the
adjustments shall be described in a statement provided to each Holder of the portion of assets or evidences of indebtedness so
distributed applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.



 




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		2.3.	Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time
while the Warrants are outstanding, other than any transaction covered by Section 2.1, (i) the Company, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (iv) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of
Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making
or party to, such stock or share purchase agreement or other business combination), in each case, which entitles the holders of
Common Stock to receive securities, cash or property with respect to or in exchange for Common Stock (each a “Fundamental
Transaction”), then, upon any subsequent exercise of a Warrant, each Holder shall have the right to receive, for
each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
the same amount and kind of securities, cash or property, if any, of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which each Warrant
is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration that such Holder receives upon any exercise of
each Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) and for which stockholders received
any equity securities of the Successor Entity, to assume in writing all of the obligations of the Company under this Warrant Certificate
in accordance with the provisions of this Section 2.3 pursuant to written agreements and shall, upon the written request of such
Holder, deliver to such Holder in exchange for the applicable Warrants created by this Warrant Certificate a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to the Warrants which are exercisable for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration,
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrants
are exercisable immediately prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price
hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but taking into account the relative value
of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately
prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant Certificate referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Warrant Certificate with
the same effect as if such Successor Entity had been named as the Company herein and therein. The Company shall instruct the Warrant
Agent to mail, by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement
to this Warrant Certificate and/or other agreement. Any such amendment, supplement or other agreement entered into by the Successor
Entity shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 2. The provisions of this Section 2.3 shall similarly apply to successive reclassifications, changes, consolidations,
mergers, sales and conveyances of the kind described above.



 


		2.4.	Other Events. If any event occurs of the type contemplated by the provisions of Section
2.1, 2.2 or 2.3 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features to all holders of Common Stock for no consideration), then the
Company’s Board of Directors will in good faith make an adjustment in the Exercise Price and the number of Warrant Shares
so as to protect the rights of each Holder in a manner consistent with the provisions of this Section 2.



 




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		2.5.	Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number
of Warrant Shares, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Section 2.1, 2.2 or 2.3, then, in any such event, the Company shall give written
notice to each Holder, at the last address set forth for such Holder in the Warrant Agent’s register, of the record date
or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of such event.



 


		2.6.	No Fractional Shares. Notwithstanding any provision contained in this Warrant Certificate
to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made
pursuant to this Section 2, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in
a share, the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number of Warrant
Shares to be issued to such Holder.



 


		2.7.	Form of Warrant. This Warrant Certificate need not be changed because of any adjustment
pursuant to this Section 2, and Warrants issued after such adjustment may state the same Exercise Price and the same number of
shares as is stated in the Warrants initially issued pursuant to this Warrant Certificate. However, the Company may at any time
in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant
or otherwise, may be in the form as so changed.



 


		3.	Limitations on Exercise. Except as provided in the last sentence of this Section 3, the
Company shall not effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant,
to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable
Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act),
and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially
own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise
of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which
would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any
of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the
Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained
in this Section 3 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder
together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and
the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable
(in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable,
and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination
and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 3, in determining the number of outstanding shares of Common Stock, a Holder may rely
on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written
notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The
provisions of this Section 3 shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 3 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial
ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this Section 3 shall apply to a successor Holder. Notwithstanding the foregoing, the limitations
contained in this Section 3 shall not apply to any Holder who beneficially owns 5% or more of the outstanding Common Stock, not
including any shares of Common Stock deemed to be beneficially owned through the ownership of the Warrants by Holder and any Affiliates.



 




    	 	5	 



     


    

 


		4.	Other Provisions Relating to Rights of Holders of Warrants.



 


		4.1.	No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely
in its capacity as an owner of a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant Certificate be construed to confer upon a Holder,
solely in its capacity as the owner of a Warrant, any of the rights of a stockholder of the Company or any right to vote, give
or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant. For the
avoidance of doubt, ownership of a Warrant does not entitle the Holder or any beneficial owner thereof to any of the rights of
a stockholder.



 


		4.2.	Reservation of Common Stock. The Company shall at all times reserve and keep available a
number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Warrant Certificate.



 


		4.3.	Payment of Taxes. The Company will from time to time promptly pay all taxes and charges
that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Warrant Shares.
The Warrant Agent shall not register any transfer or issue or deliver any Warrant Certificate(s) or Warrant Shares unless or until
the persons requesting the registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount
of such tax, if any, or shall have established to the reasonable satisfaction of the Company that such tax, if any, has been paid.



 


		4.4.	Lost, Stolen, Mutilated, or Destroyed Warrants. If this Warrant Certificate is lost, stolen,
mutilated or destroyed, the provisions of Section 5.1 of the Warrant Agreement shall apply.



 


		5.	Miscellaneous Provisions.



 


		5.1.	Notices. Any notice, statement or demand authorized by this Warrant Certificate to be given
or made shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) Business Days after deposit of such notice, postage prepaid, addressed, as follows:



 


If to the Company:


 


BioRestorative
Therapies, Inc.


40 Marcus
Drive, Suite One


Melville,
New York 11747


Attention:
Mark Weinreb, President and Chief Executive Officer


 




    	 	6	 



     


    

 


with a
copy to:


 


Certilman Balin Adler & Hyman,
LLP


90 Merrick Avenue


East Meadow, New York 11554


Attention: Fred Skolnik,
Esq.


 


If to the Holder, at the address
of the Holder shown on the books of the Company.


 


If to the Warrant Agent:


 


Island Stock
Transfer


15500 Roosevelt
Blvd,


Suite 301


Clearwater,
FL 33760


 


		5.2.	Applicable Law. This Warrant Certificate and the terms and conditions set forth herein,
shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York without
regard to the conflicts of laws principles thereof. The Company and the Holder hereby expressly and irrevocably agree that any
suit or proceeding arising directly and/or indirectly pursuant to or under this Warrant Certificate shall be brought solely in
a federal or state court located in the City, County and State of New York. The Company and the Holder hereto covenant and irrevocably
submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree
that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them
or their agent at the address set forth in Section 5.1, return receipt requested, with the same full force and effect as if personally
served upon them in New York, New York. The Company and the Holder hereto expressly and irrevocably waive any claim that any such
jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with
respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from
the other parties hereto of all of its reasonable counsel fees and disbursements.



 


		5.3.	Persons Having Rights Under this Warrant Certificate. Nothing in this Warrant Certificate
expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon,
or give to, any person or corporation other than the parties hereto and the Holders of the Warrants, any right, remedy or claim
under or be reason of this Warrant Certificate or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant Certificate shall be for the sole and exclusive benefit
of the Company and its successors and assigns and of the Holders.



 


		5.4.	Effect of Headings. The Section headings herein are for convenience only and are not part
of this Warrant Certificate and shall not affect the interpretation thereof.



 


		5.5.	Amendments. This Warrant Certificate may be amended by the Company without the consent of
any Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained
herein or adding or changing any other provisions with respect to matters or questions arising under this Warrant Certificate as
the Company may deem necessary or desirable and that the Company deems shall not adversely affect the interest of the Holders.
All other modifications or amendments, including any amendment to increase the Exercise Price or shorten the Exercise Period, shall
require the written consent of the Holders of a majority of the then outstanding Warrants.



 


		5.6.	Severability. This Warrant Certificate shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Certificate or
of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Warrant Certificate a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and enforceable.



 




    	 	7	 



     


    

 


		5.7.	Force Majeure. In the event the Company is unable to perform its obligations under the terms
of this Warrant Certificate because of acts of God, strikes, failure of carrier or utilities, equipment or transmission failure
or damage that is reasonably beyond its control, or any other cause that is reasonably beyond its control, the Company shall not
be liable for damages to the Holder resulting from such failure to perform or otherwise from such causes. Performance under this
Warrant Certificate shall resume when the Company is able to perform substantially that Company’s duties.



 


		5.8.	Removal or Resignation of Warrant Agent. If the Warrant Agent shall resign or be removed
or shall otherwise become incapable of acting as Warrant Agent, the Company shall appoint a successor to the Warrant Agent. If
the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent or by the Holder (who shall, with such notice, submit his Warrant for inspection by the Company),
then the Holder may apply to the courts of the State of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be an entity organized and existing
under the laws of the state of its incorporation or formation, in good standing, and authorized under the laws of its state of
incorporation or formation to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent under the Warrant Agreement,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the records,
property, authority, powers, and rights of such predecessor Warrant Agent under the Warrant Agreement; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully
and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations. Failure to file or mail any notice provided for in this Section 5.8, however, or any defect therein, shall not
affect the validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the
case may be. Any successor Warrant Agent may resign or be removed in accordance with the provisions of Section 6.2 of the Warrant
Agreement.



 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.


 


	Dated as of ________ __, 2015	 	 
	 	 	 
	 	BIORESTORATIVE THERAPIES, INC.
	 	 	 
	 	By:	 
	 	Name:	                
	 	Title:	 


 


Countersigned:


 


	Island Capital Management, LLC, as Warrant Agent
	 
	By:	       	 
	Name:	 	 
	Title:	 	 


 




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[REVERSE]


 


Instructions for Exercise of Warrant


 


To exercise the Warrants evidenced hereby, the Holder must,
by 5:00 P.M., New York City time, on the specified Exercise Date, deliver to the Warrant Agent at its stock transfer division,
a certified or official bank check or a bank wire transfer in immediately available funds, in each case payable to the Company,
in an amount equal to the Exercise Price in full for the Warrants exercised. In addition, the Holder must provide the information
required below and deliver this Warrant Certificate to the Warrant Agent at the address set forth below. The Warrant Certificate
and this Election to Purchase must be received by the Warrant Agent by 5:00 P.M., New York City time, on the specified Exercise
Date.


 


ELECTION TO PURCHASE


TO BE EXECUTED IF WARRANT HOLDER DESIRES


TO EXERCISE THE WARRANTS EVIDENCED HEREBY


 


The undersigned hereby irrevocably elects to exercise, on __________,
____ (the “Exercise Date”), __________ Warrants, evidenced by this Warrant Certificate, to purchase, __________
shares (the “Warrant Shares”) of Common Stock, par value of $0.001 per share (the “Common Stock”),
of BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), and represents that on or before
the Exercise Date:


 


	·	such Holder has tendered payment for such Warrant Shares by certified or official bank check payable to the order of the Company, 40 Marcus Drive, Suite One, Melville, New York 11747, or by bank wire transfer in immediately available funds payable to the Company at Account No. [ · ], in each case in the amount of $[ · ] in accordance with the terms hereof, or


 


	·	[if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1.5 of the Warrant Certificate, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1.5 of the Warrant Certificate.


 


The undersigned requests that said number of Warrant Shares
be in fully registered form, registered in such names and delivered, all as specified in accordance with the instructions set forth
below.


 


If said number of Warrant Shares is less than all of the Warrant
Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing the remaining balance of the Warrants
evidenced hereby be issued and delivered to the Holder of the Warrant Certificate unless otherwise specified in the instructions
below.


 


The undersigned hereby represents and warrants that, after giving
effect to the exercise of the Warrants contemplated by this Exercise Notice, such holder will not be in violation of the beneficial
ownership limits specified in Section 3 of the Warrant Certificate.


 


Dated: ________ __, ____


	 	Name	 	 
	 	 	(Please Print)	 


/ / / / - / / / - / / / / /


(Insert Social Security or Other Identifying Number of Holder)


	 	Address	 	 
	 	Signature	 	 


 


This Warrant may only be exercised by presentation to the Warrant
Agent at the following location:


 




    	 	9	 



     


    

 


	 	By hand or mail at:	Island Capital Management, LLC
	 	 	
        15500 Roosevelt Blvd., Suite 301

        Clearwater, Florida 33760



 


The method of delivery of this Warrant Certificate is at the
option and risk of the exercising Holder and the delivery of this Warrant Certificate will be deemed to be made only when actually
received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.
In all cases, sufficient time should be allowed to ensure timely delivery.


 


(Instructions as to form and delivery of
Warrant Shares and/or Warrant Certificates)


 


	Name in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant Certificate:	 	 
	 	 	 
	Address to which Warrant Shares are to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent:	 	 
	 	 	(Street Address)
	 	 	 
	
         
	 	(City and State) (Zip Code)
	 	 	 
	Name in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name of the Holder of this Warrant Certificate:	 	 
	 	 	 
	Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent:	 	 
	 	 	(Street Address)
	 	 	 
	 	 	(City and State) (Zip Code)
	 	 	 
	 	 	Dated:
	 	 	 
	 	 	Signature


 


Signature must conform in all respects to the name of the
Holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate evidencing unexercised
Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address
of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution
(as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).


 


	SIGNATURE GUARANTEE	 
	Name of Firm	 	 	 
	Address	 	 	 
	Area Code and Number	 	 	 
	Authorized Signature	 	 	 
	Name	 	 	 
	Title	 	 	 
	Dated:	 	, 20__	 


 




    	 	10	 



     


    

 


ASSIGNMENT


(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT
HOLDER


DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR VALUE RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND
TRANSFER(S) UNTO 


 


	 	 	 
	
        (Please print name and address

        including zip code of assignee)
	 	
        (Please insert social security or

        other identifying number of assignee)



the rights represented by the within Warrant Certificate and
does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant
Agent with full power of substitution in the premises.


 


	 	Dated:
	 	Signature
	 	(Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).


 


	SIGNATURE GUARANTEE	 
	Name of Firm	 	 
	Address	 	 
	Area Code and Number	 	 
	Authorized Signature	 	 
	Name	 	 
	Title	 	 
	Dated:	 	, 20__


 




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