EXHIBIT 10.46


 


STOCK OPTION AGREEMENT,
made as of the 10th day of February, 2012, between BIORESTORATIVE THERAPIES, INC., a Nevada corporation (the
“Company”), and Mark weinreb (the “Optionee”).


  


 






 


WHEREAS, the
Optionee serves as the Chief Executive Officer and Chairman of the Board of the Company;


 


WHEREAS, the
Company desires to provide to the Optionee an additional incentive to promote the success of the Company.


 


NOW, THEREFORE,
in consideration of the foregoing, the Company hereby grants to the Optionee the right and option to purchase shares of Common
Stock of the Company under and pursuant to the terms and conditions of the Company’s 2010 Equity Participation Plan (the
“Plan”) and upon and subject to the following terms and conditions:


 


1.        GRANT
OF OPTION. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase up to
Fifty Million (50,000,000) shares of Common Stock of the Company (the “Option Shares”) during the following periods:


 


(a)        All
or any part of Sixteen Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (16,666,667) shares of Common Stock may be
purchased during the period commencing on the date hereof and terminating at 5:00 P.M. on February 9, 2022 (the “Expiration
Date”).


 


(b)        All
or any part of Sixteen Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (16,666,667) shares of Common Stock may be
purchased during the period commencing at 12:01 A.M on February 10, 2013 and terminating at 5:00 P.M. on the Expiration Date.


 


(c)         All
or any part of Sixteen Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Six (16,666,666) shares of Common Stock may be
purchased during the period commencing at 12:01 A.M on February 10, 2014 and terminating at 5:00 P.M. on the Expiration Date.


 


Notwithstanding the
foregoing, in the event that the Optionee’s employment with the Company is terminated by the Company without “cause”
(as such term is defined in the Employment Agreement, dated as of October 4, 2010, between the Company and the Optionee, as amended
(the “Employment Agreement”)) or by the Optionee without “Good Reason” (as such term is defined in the
Employment Agreement), or, in the event of a Change of Control (as such term is defined in the Employment Agreement), and, on the
date of termination of employment or any Change of Control, any portion of the Option is not exercisable, such unexercisable portion
of the Option shall become exercisable (an “Option Acceleration Event”).


 


2.        NATURE
OF OPTION. The Option is not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended, relating to “incentive stock options”.


 



    	 



    	 



    

 


3.        EXERCISE
PRICE. The exercise price of each of the Option Shares shall be Two and One-Tenth Cents ($0.021) (the “Exercise Price”).
The Company shall pay all original issue or transfer taxes on the exercise of the Option.


 


4.        EXERCISE
OF OPTIONS. (a) The Option shall be exercised in accordance with the provisions of the Plan. As soon as practicable after
the receipt of notice of exercise and payment of the Exercise Price as provided for in the Plan, the Company shall tender to the
Optionee a certificate issued in the Optionee’s name evidencing the number of Option Shares covered thereby.


 


(b)        The
Company agrees that, as contemplated in Section 13(b) of the Plan, the Optionee may elect to have the Company reduce the number
of Option Shares otherwise issuable by a number of Option Shares having a Fair Market Value (as defined in the Plan) equal to the
exercise price of the Option being exercised. In the event of such election, the Company shall issue to the Optionee a number of
Option Shares computed using the following formula:


 


	X	 	=	Y (A-B)
	 	 	 	A
	Where X	 	=	the number of Option Shares to be issued to the Optionee
	 	 	 	 
	Y	 	=	the number of Option Shares subject to this Option (or the portion thereof being cancelled)
	 	 	 	 
	A	 	=	the Fair Market Value of one Option Share
	 	 	 	 
	B	 	=	the Exercise Price


 


5.        TRANSFERABILITY.
The Option shall not be transferable other than by will or the laws of descent and distribution and, during the Optionee’s
lifetime, shall not be exercisable by any person other than the Optionee.


 


6.        TERMINATION
OF EMPLOYMENT. To the extent the Option becomes exercisable, the Option shall remain exercisable until the Expiration Date
notwithstanding any subsequent termination of employment with the Company or its subsidiaries for any reason whatsoever. In addition,
in the event of an Option Acceleration Event, the Option shall remain exercisable until the Expiration Date notwithstanding any
termination of employment with the Company or its subsidiaries for any reason whatsoever.


 


7.        INCORPORATION
BY REFERENCE. The terms and conditions of the Plan are hereby incorporated by reference and made a part hereof.


 


8.        NOTICES.
Any notice or other communication given hereunder shall be deemed sufficient if in writing and hand delivered or sent by registered
or certified mail, return receipt requested, addressed to the Company, 555 Heritage Drive, Suite 130, Jupiter, Florida 33458, Attention:
Vice President of Operations, and to the Optionee at the address indicated below. Notices shall be deemed to have been given on
the date of hand delivery or mailing, except notices of change of address, which shall be deemed to have been given when received.


 



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9.          BINDING
EFFECT. This Stock Option Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
legal representatives, successors and assigns.


 


10.        ENTIRE
AGREEMENT. This Stock Option Agreement, together with the Plan, contains the entire understanding of the parties hereto
with respect to the subject matter hereof and may be modified only by an instrument executed by the party sought to be charged.


 


11.        GOVERNING
LAW. This Stock Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada,
excluding choice of law rules thereof.


 


12.        EXECUTION
IN COUNTERPARTS. This Stock Option Agreement may be executed in counterparts, each of which shall be deemed to be an original,
but both of which together shall constitute one and the same instrument.


 


13.        FACSIMILE
SIGNATURES. Signatures hereon which are transmitted via facsimile, or other electronic image, shall be deemed original
signatures.


 


14.        INTERPRETATION;
HEADINGS. The provisions of this Stock Option Agreement shall be interpreted in a reasonable manner to give effect to the
intent of the parties hereto. The headings and captions under sections and paragraphs of this Stock Option Agreement are for convenience
of reference only and do not in any way modify, interpret or construe the intent of the parties or affect any of the provisions
of this Stock Option Agreement.


 


[Remainder of page
intentionally left blank; signature page follows]


 



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IN WITNESS WHEREOF,
the parties have executed this Stock Option Agreement as of the day and year first above written.


 


	 	BIORESTORATIVE THERAPIES, INC.
	 	 	 
	 	By:	 
	 	 	Name: Mandy Clark
	 	 	Title: Vice President of Operations
	 	 	 
	 	 	 
	 	 	Signature of Optionee
	 	 	 
	 	 	Mark Weinreb
	 	 	Name of Optionee 
	 	 	 
	 	 	 
	 	 	Address of Optionee


 



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