STEM CELL CAYMAN LTD.


 


MAY 7, 2014


 


PROMISSORY NOTE


 


DUE MAY 7, 2015


 


 


STEM CELL CAYMAN LTD.,
a Cayman Islands corporation (the “Company”), for value received, hereby promises to pay to WESTBURY (BERMUDA) LTD.
or order (the “Holder”) on May 7, 2015 (the “Maturity Date’) at the offices of the Company, c/o Campbells,
4th Floor, Scotia Centre, Albert Panton Street, George Town, Grand Cayman, Cayman Islands, the principal sum of FIVE
HUNDRED THOUSAND UNITED STATES DOLLARS (US$500,000) (the “Principal Sum”) and to pay interest on the entire
Principal Sum at the rate of fifteen percent (15%) per annum through the Maturity Date. Interest on the entire Principal Sum from
the date hereof shall be payable on the Maturity Date notwithstanding any partial prepayments of the Principal Sum; provided, however,
that, in the event the entire Principal Sum is prepaid in full prior to the Maturity Date, then interest on the entire Principal
Sum shall only be payable through such final prepayment date.


 


1.           Registered
Owner. The Company may consider and treat the person in whose name this 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 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 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.           Prepayment
Right. The Company may, at its option, at any time and from time to time, prepay all or any part of the Principal Sum,
without penalty or premium, provided that, concurrently with any prepayment of the remaining balance of the Principal Sum, the
Company shall pay interest on the entire Principal Sum to the date of such final prepayment.


 


3.           Prepayment
Obligation. In the event that, after the date hereof and prior to the Maturity Date, the Company’s parent, BioRestorative
Therapies, Inc. (“BRT”), receives any monies from (a) Rohto Pharmaceutical Co., Ltd. (“Rohto”) pursuant
to that certain Research and Development Agreement, dated as of March 19, 2014, between Rohto and BRT and/or (b) Pfizer Inc. (“Pfizer”)
pursuant to that certain Research Agreement, dated as of March 24, 2014, between Pfizer and BRT, then, the Company shall be obligated
to prepay the Principal Sum on a dollar-for-dollar basis to the extent of such monies so received from Rohto and/or Pfizer, but
not to exceed the outstanding principal balance of this Note. In the event the entire outstanding principal balance of this Note
is so prepaid, any monies so received from Rohto and/or Pfizer in excess of that required to pay the remaining principal balance
shall be applied to the Company’s interest obligation hereunder. Any remaining interest obligation as of such final prepayment
date shall be due and payable on the Maturity Date.


 






    	 



    	 



    

 


4.           Events
of Default. If the Company shall (i) fail to make any payment due hereunder and such failure shall continue unremedied
for a period of fifteen (15) days following receipt of written notice thereof from the Holder; (ii) admit in writing its inability
to pay its debts generally as they mature; (iii) make a general assignment for the benefit of creditors; (iv) be adjudicated a
bankrupt or insolvent; (v) file a voluntary petition in bankruptcy or a petition or an answer seeking an arrangement with creditors;
(vi) 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; (vii) apply for or consent to the appointment
of a receiver, trustee or liquidator for all or substantially all of its assets; or (viii) have an involuntary case commenced against
it under any bankruptcy law, which case is not dismissed or stayed within sixty (60) days (each an “Event of Default”),
then, 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.


 


5.           Applicable
Law. This Note is issued under and shall for all purposes be governed by and construed in accordance with the laws of the
Cayman Islands, excluding choice of law rules thereof.


 


6.           Notices.
Any notice required or permitted to be given pursuant to this Note shall be deemed to have been duly given when delivered by hand
or sent by certified or registered mail, return receipt requested and postage prepaid, overnight mail or telecopier as follows:


 


If to the Holder:


 


Victoria Hall


11 Victoria Street


PO Box HM 1065


Hamilton HM EX


Bermuda


 


If to the Company:


 


c/o Campbells


4th Floor,
Scotia Centre


Albert Panton Street


George Town, Grand Cayman


Cayman Islands


Attn: John Wolf


Facsimile No.: (345)
949-8613


 






    	 



    	 



    

 


With a copy to


 


c/o Campbells


4th Floor,
Scotia Centre


Albert Panton Street


George Town, Grand Cayman


Cayman Islands


Attn: John Wolf


Facsimile No.: (345)
949-8613


 


or at such other address as the Holder
or the Company shall designate by notice to the other given in accordance with this Section 6.


 


7.           Miscellaneous.
This Note evidences the entire obligation of the Company with respect to the payment of the Principal Sum and interest 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. Payment of principal and interest due under this Note prior to the Maturity Date or the final prepayment date,
as the case may be, shall be made to the registered Holder of this Note. Payment of principal and interest due on the Maturity
Date or the final prepayment date, as the case may be, shall be made to the registered Holder of this Note on or after the Maturity
Date contemporaneous with and upon presentation of this Note for payment. No interest shall be due on this Note for such period
of time that may elapse between the Maturity Date or the final prepayment date, as the case may be, and its presentation for payment.


 


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left blank. Signature page follows.]


 




    	 



    	 



    

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.


 


	 	STEM CELL CAYMAN LTD.
	 	 	 
	 	 	 
	 	By:	 	 


 


 


 


 




    	 



    	 



    

STEM CELL CAYMAN LTD.


 


PROMISSORY NOTE


 


DUE MAY 7, 2015


 


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
Promissory Note of Stem Cell Cayman Ltd., dated May 7, 2014, in the original principal amount of US$500,000 and hereby authorizes
the Company to transfer this Note on its books.


 


	If the Holder is an individual:           	 	If the Holder is not an individual:	 
	
         
	
         
	
         
	
         

	 	 	 	 
	Name(s) of Holder	 	Name of Holder	 
	 	 	 	 
	
         
	
         
	
        By: 
	
                     

        
	
         

	Signature of Holder	 	Signature of Authorized Representative	 
	
         
	
         
	
         
	
         

	 	 	 	 
	Signature, if jointly held	 	Name and Title of Authorized	 
	 	 	Representative	 
	
         
	
         
	
         
	
         

	 	 	 	 
	Date	 	Date	 
	 	 	 	 
	 	 	  	     	 


 


_________________________


(Signature(s) guaranteed)