RESEARCH AGREEMENT


NO. 10028857


AMENDMENT NO. ONE


 


BY AND BETWEEN


BIORESTORATIVE THERAPIES, INC.


AND


THE UNIVERSITY OF UTAH


 


This Research Agreement
Amendment Number One (“Amendment”) is entered into and effective as of May 9, 2014 by and between BioRestorative Therapies,
Inc., a Nevada corporation (Tax ID #91-1835664), having its principal place of business at 555 Heritage Drive, Jupiter, FL 33458
(“Sponsor”), and the University of Utah, a body politic and corporate of the state of Utah (“University”).


 


RECITALS


 


Whereas, Sponsor and
University entered into a Research Agreement No. 10028857 (“Agreement”) dated June 15, 2012. The principal investigator
for the University is Amit Patel, of the School of Medicine.


 


Whereas all the terms
and conditions agreed upon in the Agreement shall remain in full force and effect, and enforceable in accordance with its terms,
with the exception of the amendments provided herein.


 


AGREEMENT


NOW, THEREFORE,
the parties amend the Agreement as follows:


 


 


1.     
Section 1. Scope of Work. The parties agree that Appendix A (Scope of Work) to the Agreement is hereby amended
to delete therefrom the last two paragrpahs thereof (Pre-Clinical Animal Models and IND Filing with the FDA for a Phase I Clinical
Trial).


 


2.     
Section 3.1  Compensation. This setion of the Agreement is hereby amended and added to with the following:


 


The parties acknowledge
Compensation due the University from the Sponsor under this Agreement for Research performed through
December 14, 2013, in the amount of Three Hundred and Twenty Three Thousand, Three Hundred and Thirty Six U.S. Dollars ($323,336.00)
is past due (2013 Past Due Compensation). Sponsor agrees to immediately pay in full this amount.


 


 



    	 



    	 



    




 


Compensation
due under the Agreement in the amount of Two Hundred and Eight Thousand, Three Hundred and Thirty-Five U.S. Dollars ($208,335.00)
will not be paid to University by Sponsor. This amount covers payments that were to be paid by Sponsor on January 15, 2014, February
15, 2014, March 15, 2014, April 15, 2014 and May 15, 2014. This amount will not be paid as the Research was placed on hold by University
during this period.


 


In addition,
commencing May 15, 2014, and continuing monthly until this Agreement is completed or otherwise terminated in accordance with its
terms, the amount of Compensation that is to be paid to the University each month will be reduced from the original monthly payment
of Forty One Thousand, Six Hundred and Sixty Seven U.S. Dollars ($41,667.00) to a monthly payment of Twenty Thousand U.S. Dollars
($20,000.00).


 


Section 3.2
Payment. This section of the Agreement is hereby amended and added to with the following:


 


Sponsor will pay the full past due amount of $323,336.00,
on the date that this amendment is signed by both parties, without an additional invoice.


 


Commencing June
15, 2014 (for Research services from May 15, 2014 through June 14, 2014), Sponsor will make a monthly payment in the amount of
$20,000.00; this amount will be due on the 15th day of each month without additional invoicing.


 


The amount of non-payment and the monthly payment
amounts will be paid by wire transfer to the following University account:


 


	Account Name:	University of Utah General Depository 
	Account No.	051-0808017
	Bank Name:	Wells Fargo Bank, NA
	 	Wire Room Headquarters
	 	420 Montgomery Street
	 	San Francisco, CA 94104
	ABA Routing No.:	121000248


 


 


		3.	Section 7.1 Publication. This section is amended and added to with the following:



 


(d) In
addition University acknowledges and agrees that, in connection with any and all publications and grant applications that cover
any research results that University creates under this Agreement (including in any recognitions indicated therein), it will designate
(a) Sponsor as a corporate contributor and (b) each employee and/or consultant of Sponsor who worked on or contributed to the research,
including, without limitation, the person designated pursuant to Section 4.1 of the Agreement, as being a Sponsor employee or consultant,
as the case may be. 


 


		4.	Section 10 Patents and Inventions. This section is amended and added to with the following:



 


10.3 (a) Concurrently
herewith, (a) each of Dr. Amit Patel and Dr. David Bull is delivering to Sponsor an executed Assignment with respect to Application
No. 61/632,122 filed in the U.S. Patent and Trademark Office on January 18, 2012 in the form of Exhibit A annexed hereto and (b)
Dr. Patel is delivering to Sponsor an executed Assignment with respect to Application No. 61/632,516 filed in the U.S. Patent and
Trademark Office on January 25, 2012 in the form of Exhibit B annexed hereto.


 


 



    	 



    	 



    

 





(b) University
agrees that, with respect to any and all other Assigned IP, it shall cause its faculty members and/or employees who are listed
inventors thereof to execute and deliver to Sponsor, within thirty (30) days of a request therefor from Sponsor, an assignment
of all their right, title and interest in and to the Assigned IP.


 


IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed by their duly authorized representatives effective as of the day and year
first written above.


 


	BIORESTORTIVE THERAPIES, INC.	 	UNIVERSITY OF UTAH
	“Sponsor”	 	“University”
	 	 	 	 	 	 
	By:	              	 	By:	            	 
	(Signature)	 	(Signature)	 


 


	
        Name:

        Title:
	
        Mark Weinreb

        Chief Executive Officer

         
	 	
        Name:

        Title:
	
        Todd Nilsen

        Associate Director,

        Sponsored Projects
	 





 


	Date:	 	 	Date: