RESEARCH AGREEMENT NO. 10028857 AMENDMENT NO. ONE BY AND BETWEEN BIORESTORATIVE THERAPIES, INC. AND THE UNIVERSITY OF UTAH

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 15^th 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:

(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.

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.