Complaint Brown, J

Case 2:20-cv-00703-GRB-AYS Document 1 Filed 02/07/20 Page 1 of 40 PageID #: 1
< • 0' t' V

•
U.S. D.o I , • ., •'MY
FEB 0 7 2020
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK BROOKLYN OFFICE
-X
COVENTRY ENTERPRISES, LLC,
cv
Plaintiff, Case No.:
-against-
COMPLAINT BROWN,J.
BIORESTORATIVE THERAPIES,INC.,
Defendant. SHIELDS,IW.J.
-X
Plaintiff Coventry Enterprise, LLC, by its attorneys, for its Complaint herein, respectfully
alleges:
The Parties
1. Plaintiff Coventry Enterprise, LLC, ("Coventry") is a Florida limited liability
company with its principal place of business at 80 SW 8th Street, Suite 2000, Miami,FL 33130.
2. Defendant Biorestorative Therapies, Inc.("BRTX")is a Delaware corporation with
its principal place of business at 40 Marcus Drive Suite One, Melville, NY 11747.
Jurisdiction and Venue
3. This Court hasjurisdiction over this action pursuant to 28 U.S.C. § 1332(a)(2)in that
the action is between citizens of different states and the matter in controversy exceeds the sum or
value of $75,000, exclusive of interest and costs.
4. Venue is proper in this District pursuant to 28 U.S.C. §1391(a), in that it is ajudicial
district in which a substantial part of the events or omissions giving rise to the claims occurred, or
a substantial part of the property which is the subject of the action is situated and it is a district in
which the parties agreed that the claims hereafter set forth can be brought.
Facts Common to All Claims
5. Between January 23, 2019 and October 14, 2019, Coventry acquired three BRTX
Convertible Notes,one on January 23,2019,in the principal amount of$205,000("January Note"),
one on September 12, 2019("September Note")in the principal amount or $105,000 and one on
October 14,2019("October Note")in the principal amount of$110,250(collectively the "Notes").
All three notes are substantially the same exceptfor the dates,amounts,conversion terms,and shares
required to be held in reserve for conversion. Copies ofthe Notes are annexed as Exhibit"A".
6. The Notes provide that at any time and from time to time Coventry could convert all
or a portion ofthe Notes' outstanding principal plus accrued interest into shares ofBRTX common
stock in accordance with the formula set forth therein.
7. Paragraph 4ofthe Notes provides the formula for converting the outstanding balance
of the Notes to shares of BRTX common stock.
8. To secure Coventry's right to convert the principal and interest into common stock,
the Notes require BRTX to reserve a certain amount of shares for the benefit of Coventry.
9. Paragraph 12 of the January Note provides as follows:
The Company [BRTX] shall issue irrevocable transfer agent instructions

reserving 2,031,000 shares of its Common Stock for conversions under this
Note (the "Share Reserve")....The company should at all times reserve a
minimum offour times the amount of shares required if the note would be
fully converted. The Holder [Coventry] may reasonably request increases
from time to time to reserve such amounts. The Company will instruct its
transfer agent to provide the outstanding share information to the Holder in
connection with its conversions.
10. Paragraph 12 of the September Note provides as follows:
The Company[BRTX]shall issue irrevocable transfer agent instructions reserving

2,858,439 shares of its Common Stock for conversions under this Note (the "Share
Reserve")....The company should at all times reserve a minimum ofthree times the
amount of shares required if the note would be fully converted. The Holder
[Coventry] may reasonably request increases from time to time to reserve such
amounts. The Company will instruct its transfer agent to provide the outstanding
share information to the Holder in connection with its conversions.
11. Paragraph 12 ofthe October Note provides as follows:
The Company[BRTX]shall issue irrevocable transfer agent instructions reserving

8,934,000 shares of its Common Stock for conversions under this Note (the "Share
Reserve")....The company should at all times reserve a minimum offour times the
amount of shares required if the note would be fully converted. The Holder
[Coventry] may reasonably request increases from time to time to reserve such
amounts. The Company will instruct its transfer agent to provide the outstanding
share information to the Holder in connection with its conversions.
12. Thus, the January Note and the October Note require BRTX, upon Coventry's
request, to reserve four times the number of shares necessary for Coventry to convert the amounts
due on these notes into shares, and the September Note requires BRTX to reserve three times the
number of shares necessary for Coventry to convert the amount due on that note into shares.
13. In or around September 2019 BRTX authorized 300 billion new shares ofcommon
stock and in January 2020 BRTX authorized 2 billion new shares.
14. Once shares are authorized, they can be placed in reserve by BRTX's stock transfer
agent for a specific party.
15. When the new shares were authorized, Coventry immediately and on several
subsequent occasions asked BRTX's transfer agent to reserve shares for conversion,in accordance
with the terms of the Notes.
16. Each time, the transfer agent responded that the shares were "not available" to be
placed in reserve for Coventry, even though Coventry made a request immediately after the new
shares were authorized.
17. After sending multiple requests to the transfer agent to reserve shares, most recently,
3
on January 31,2020,Coventry submitted a request to BRTX's transfer agent,in accordance with the
terms of the Notes, to reserve 2,136,015,106 shares (the "Reserve Request") to secure Coventry's
right to convert the balance due on the Notes into shares of common stock. A copy of the email
Reserve Request from Coventry's principal to BRTX's transfer agent, together with a spreadsheet
demonstrating how the Reserve Request was calculated, is annexed as Exhibit"B".
18. Without excuse orjustification, BRTX,through its transfer agent, refused to honor
the Reserve Request, and simply responded the shares were "not available".
19. In fact, more than 2 billion shares ofBRTX were recently authorized by BRTX and
these shares should be available to be reserved for Coventry pursuant to the terms ofthe Notes and
the Reserve Request.
20. Immediately after these shares were authorized, Coventry made a Reserve Request.
21. BRTX's transfer agent advised Coventry that the newly authorized shares were not
available because BRTX's CEO "took them" for his own purposes.
22. Since January 31,2020,Coventry has attempted to resolve the matter with BRTX but
it has now become clear that BRTX has no intention of honoring its obligations.
23. The conversion feature of the Notes and the security provided by the reserve
requirement is the only reason Coventry agreed to invest in BRTX. Coventry would not have
invested in BRTX simply to earn the interest rate set forth in the Notes. Such an investment would
have been much too risky and would not have provided a return commensurate with the risk. Thus
the conversion feature of the Notes and reserve requirement were essential to Coventry's decision
to invest.
24. If Coventry cannot receive the shares of common stock upon conversion, as the
I'
parties agreed,then Coventry will have lost the benefit ofthe bargain which it made when it invested
in BRTX.Given BRTX's financial circumstances,it would not have been able to raise funds without
a conversion feature. No reasonable investor would have made a simple loan with interest to BRTX.
Coventry certainly would not have made the loan.
25. IfBRTX is not immediately directed to reserve shares as requested by Coventry and
required under the Notes, Coventry will be irreparably harmed because there may not be any shares
remaining for Coventry to convert by the time there is a final judgment in this matter.
26. BRTX is insolvent and will be unable to pay to any damages award at the end oftrial.
Based upon its most recently filed financial statements, BRTX has assets of $1,458,186 and
liabilities of$13,886,719. The most recent filed quarterly statement states:"We expect to continue
to incur substantial costs for these activities over at least the next year. These conditions indicate that
there is substantial doubt about our ability to continue as a going concern within one year after the
financial statement issuance date"'.
21. The only way Coventry can recover even its principal investmentis by converting and
then subsequently selling the stock,because shares ofcompanies such as BRTX can have value even
when they are insolvent, as they trade on events such clinical trial results.
28. BRTX will not be able to pay damages caused by its refusal to honor Coventry's
Reserve Request.
'SEC Filing: https://sec.report/Document/0001493152-19-017053/#b_004

5
First Claim for Relief
(breach of contract
relief sought - preliminary and permanent injunction)
29. Plaintiff realleges paragraphs 1 through 28.
30. Although obligated under the express terms of the Notes to honor the Reserve
Request and to reserve shares for Coventry's benefit, BRTX has failed and refused to do so.
31. Coventry has no adequate remedy at law.
32. Coventry is therefore entitled to an injunction preliminarily and permanently directing
BRTX,and all those acting in concert with it, to honor the current and subsequent Reserve Requests
and reserve the required shares of stock for Coventry.
Second Claim for Relief
(breach of contract
relief sought- preliminary and permanent injunction)
34. BRTX recently authorized more than 2 billion shares of stock.
35. Coventry was advised that these shares are not available to be placed in reserve for
Coventry because BRTX's CEO reserved them for his own purposes.
36. The requested shares should immediately be placed in reserve for Coventry pursuant
to the terms of the Notes and Coventry's Reserve Request.
37. Coventry has no adequate remedy at law.
38. Coventry is therefore entitled to an injunction preliminarily and permanently
enjoining BRTX from issuing any additional shares of stock except for the purposes of fulfilling
Coventry's Reserve Requests or stock conversion requests and until the Reserve Requests are
fulfilled, and enjoining BRTX from reserving authorized shares for any other party until Coventry's
Reserve Requests are fulfilled.
Third Claim for Relief
(breach of contract
relief sought- damages)
40. As a result of BRTX's failure to honor the Reserve Request, Coventry has been
damaged in an amount of at least $1 million, the exact amount to be determined at trial.
WHEREFORE Plaintiff Coventry Enterprise, LLC demands judgment against Defendant
Biorestorative Therapies, Inc. as follows:
i) on the First Claim for Relief for an injunction preliminarily and permanently
directing BRTX,and all those in active concert with it, to honor the current and subsequent Reserve
Requests and reserve the required shares ofstock for Coventry; and
ii) on the Second Claim for Relief for an injunction preliminarily and permanently
enjoining BRTX from issuing any additional shares of stock except for the purposes of fulfilling
Coventry's Reserve Requests or stock conversion requests and until such Reserve Requests are
fulfilled, and enjoining BRTX from reserving authorized shares for any other party until Coventry's
Reserve Requests are fulfilled; and
iii) on the Third Claim for Reliefdamages against BRTX in the amount ofat least $1
million, the exact amount to be determined at trial; and
iv)on all Claims for Relieffor reasonable attorneys'fees, pursuant to the terms ofthe
7
Notes, interest, the costs and disbursements of this action and for such other, further and different
relief as the Court deems just and proper.
Dated: Lake Success, New York

February 6,2020
Yours, etc.
VISHNICK MCGOVERN MILIZIO LLP
By: Avrohom Gefen

3000 Marcus Avenue, Suite 1E9
Lake Success, New York 11042
(516)437-4385
agefen@vmmlegal.com
THIS NOTE AND THE COMMON STOCK ISSUABLE

UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN AND WILL NOT BE REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE PURSUANT TO AN EXEMPTION
FROM REGISTRATION PROVIDED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED
THEREUNDER(THE "1933 ACT")
US$205,000.00
BIORESTORATIVE THERAPIES,INC.
12% CONVERTIBLE REDEEMABLE NOTE
DUE JANUARY 23,2020
FOR VALUE RECEIVED, BioRestorative Therapies, Inc.(the "Company") promises to

pay to the order of COVENTRY ENTERPRISES,LLC and its authorized successors and permit
ted assigns("Holder"), the aggregate principal face amount of Two Hundred Five Thousand Dol
lars exactly (U.S. $205,000.00) on January 23, 2020 ("Maturity Date") and to pay interest on the
principal amount outstanding hereunder at the rate of 12% per annum commencing on January 23,
2019. The interest will be paid to the Holder in whose name this Note is registered on the records
ofthe Company regarding registration and transfers ofthis Note. The principal of,and interest on,
this Note are payable at 80 S.W.8th Street, Suite 2000, Miami,FL 33130,initially, and ifchanged,
last appearing on the records ofthe Company as designated in writing by the Holder hereoffrom
time to time. The Company will pay each interest payment and the outstanding principal due upon
this Note before or on the Maturity Date, less any amounts required by law to be deducted or
withheld,to the Holder ofthis Note by check or wire transfer addressed to such Holder at the last
address appearing on the records ofthe Company. The forwarding ofsuch check or wire transfer
shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the
liability for principal on this Note to the extent of the sxun represented by such check or wire
transfer. Interest shall be payable in Common Stock(as defined below)pursuant to paragraph 4(b)
herein.
This Note is subject to the following additional provisions:
1. This Note is exchangeable for an equal aggregate principal amount ofNotes

of different authorized denominations, as requested by the Holder surrendering the same. No ser
vice charge will be made for such registration or transfer or exchange,except that Holder shall pay
any tax or other governmental charges payable in coimection therewith.
2. The Company shall be entitled to withhold from all payments any amoimts
required to be withheld under applicable laws.
3. This Note may be transferred or exchanged only in compliance with the

Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted
transfer to a non-qualifying party shall be treated by the Company as void. Prior to due present
ment for transfer of this Note, the Company and any agent of the Company may treat the person
in whose name this Note is duly registered on the Company's records as the owner hereof for all
other purposes, whether or not this Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary. Any Holder ofthis Note electing to exercise
the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in
Section 4(a), and any prospective transferee of this Note, also is required to give the Company
written confirmation that this Note is being converted f'Notice of Conversion"') in the form an
nexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of
Conversion shall be the Conversion Date.
4. (a) Durins the first 6 months this Note is in eifecU the Holder of this
Note is entitled, at its option,to convert all or any amount ofthe principal face amoimt ofthis Note
then outstanding into shares of the Company's common stock (the "Common Stock'") at a price
("Conversion Price")for each share of Common Stock at fixed price of$1.00 per share. After the
6 monthly anniversary, the Conversion Price shall be equal to the greater of:(i) $0.10 per share,
or (ii) 65% ofthe lowest trading price ofthe Common Stock as reported on the National Quota
tions Bureau OTC Markets exchange which the Company's shares are traded or any exchange
upon which the Common Stock may be traded in the future ("Exchange"),for the ten prior trading
days including the day upon which a Notice of Conversion is received by the Company or its
transfer agent(provided such Notice of Conversion is delivered by fax or other electronic method
ofcommunication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight
Savings Time if the Holder wishes to include the same day closing price). If the shares have not
been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conver
sion shall be effectuated by the Company delivering the shares of Common Stock to the Holder
within 3 business days ofreceipt by the Company ofthe Notice ofConversion. Accrued but unpaid
interest shall be subject to conversion. No fractional shares or scrip representing fractions ofshares
will be issued on conversion, but the number of shares issuable shall be rounded to the nearest
whole share. To the extent tlie Conversion Price of the Company's Common Stock closes below
the par value per share, the Company will talce all steps necessary to solicit the consent of the
stockholders to reduce tlie par value to the lowest value possible under law. The Company agrees
to honor all conversions submitted pending this increase. In the event the Company experiences a
DTC "Chill" on its shares, the conversion price shall be decreased to 55% instead of65% while
that "Chill" is in effect. In no event shall the Holder be allowed to effect a conversion if such
conversion, along with all other shares of Company Common Stock beneficially owned by the
Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of
the Company (which may be increased up to 9.9% upon 60 days' prior written notice by the In
vestor). So long as this Note is outstanding, upon any issuance by the Company or any of its
subsidiaries of any security with conversion discounts, interest rate, floor price and/or conversion
lookback period more favorable to the holder of such security, then the Company shall notify
Holder ofsuch more favorable term and such term, at Holder's option, shall become a part ofthe
transaction documents with Holder; provided, however,that, notwithstanding the foregoing, with
regard to conversion discounts, only a percentage discount in excess of42% shall be considered
more favorable and, if such conversion discount in excess of42% is granted,the percentage ofthe
lowest trading price set forth above with respect to Holder shall decrease only the extent that the
percentage point discount exceeds 42%.
(b) Interest on any unpaid principal balance ofthis Note shall be paid at the rate
of 12% per annum. Interest outstanding after the six month anniversary ofthis Note,shall be paid
by the Company in Common Stock ("Interest Shares"). Holder may, at any time after the six
month anniversary ofthis Note,send in a Notice of Conversion to the Company for Interest Shares
based on the formula provided in Section 4(a) above. The dollar amount converted into Interest
Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance
ofthis Note to the date ofsuch notice.
(c) The Notes may be prepaid with the following penalties:

PREPAY DATE PREPAY AMOUNT
< 90 days 120% of principal plus accrued interest
This Note may not be prepaid after the 90"^ day without the consent ofthe Holder.Such redemption
must be closed and funded within 3 days of giving notice of redemption of the right to redeem
shall be null and void.
(d) Upon (i)a transfer ofall or substantially all ofthe assets ofthe Company to
any person in a single transaction or series of related transactions, (ii) a reclassification, capital
reorganization or other change or exchange ofoutstanding shares ofthe Common Stock,other than
a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger ofthe Com
pany with or into another person or entity in which the Company is not the surviving entity (other
than a merger which is effected solely to change the jurisdiction ofincorporation ofthe Company
and results in a reclassification, conversion or exchange of outstanding shares of Common Stock
solely into shares of Common Stock)(each of items (i), (ii) and (iii) being referred to as a "Sale
Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in
cash for 150% of the principal amount, plus accrued but unpaid interest through the date of re
demption, or at the election ofthe Holder, such Holder may convert the unpaid principal amount
of this Note (together with the amount of accrued but unpaid interest) into shares of Common
Stock immediately prior to such Sale Event at the Conversion Price.
(e) In case of any Sale Event(not to include a sale of all or substantially all of
the Company's assets)in connection with which this Note is not redeemed or converted,the Com
pany shall cause effective provision to be made so that the Holder of this Note shall have the right
thereafter, by converting diis Note, to purchase or convert this Note into the kind and number of
shares of stock or other securities or property (including cash) receivable upon such reclassifica
tion, capital reorganization or other change, consolidation or merger by a holder ofthe number of
shares of Common Stock that could have been purchased upon exercise of the Note and at the
same Conversion Price, as defmed in this Note,immediately prior to such Sale Event. The forego
ing provisions shall similarly apply to successive Sale Events. Ifthe consideration received by the
holders of Common Stock is other than cash, the value shall be as determined by the Board of
Directors ofthe Company or successor person or entity acting in good faith.
5. No provision of this Note shall alter or impair the obligation of the Com
pany, which is absolute and unconditional, to pay the principal of, and interest on,this Note at the
time, place, and rate, and in the form, herein prescribed.
6. The Company hereby expressly waives demand and presentment for pay
ment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration
or intent to accelerate, and diligence in talcing any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment ofall sums owing and to be owing hereto.
7. The Company agrees to pay all costs and expenses, including reasonable
attorneys* fees and expenses, which may be incurred by the Holder in collecting any amount due
under this Note.
8. If one or more ofthe following described "Events of Default" shall occur:
(a) The Company shall default in the payment of principal or interest on this
Note or any other note issued to the Holder by the Company; or
(b) Any ofthe representations or warranties made by the Company herein or in

any certificate or financial or other written statements heretofore or hereafter furnished by or on
behalfofthe Company in connection with the execution and delivery ofthis Note,or the Securities
Purchase Agreement under which this note was issued shall be false or misleading in any material
respect; or
(c) The Company shall fail to perform or observe, in any respect, any material
covenant, terra, provision, condition, agreement or obligation ofthe Company under this Note or
any other note issued to the Holder; or
(d) The Company shall (1) become insolvent;(2) make an assignment for the
benefit of creditors or commence proceedings for its dissolution;(3) apply for or consent to the
appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or
business;(4)file a petition for banlcruptcy relief, consent to the filing ofsuch petition or have filed
against it an involuntary petition for banloiiptcy relief, all under federal or state laws as applicable;
or
(e) A trustee, liquidator or receiver shall be appointed for the Company or for
a substantial part of its property or business without its consent and shall not be discharged within
sixty(60)days after such appointment; or
(f) Any governmental agency or any court of competentjurisdiction at the in

stance of any governmental agency shall assume custody or control ofthe whole or any substantial
portion ofthe properties or assets ofthe Company; or
(g) One or more money judgments, writs or warrants of attachment, or similar

process, in excess oftwo hundred thousand dollars ($200,000) in the aggregate, shall be entered
or filed against the Company or any of its properties or odier assets and shall remain unpaid, un-
vacated, unbonded or unstayed for a period of fifteen(15)days or in any event later than five(5)
days prior to the date of any proposed sale thereunder; or
(h) The Company shall have defaulted on or breached any term of any other
note ofsimilar debt instrument into which the Company has entered and failed to cure such default
within the appropriate grace period; or
(i) The Company shall have its Common Stock delisted from an exchange(in
cluding the OTC Market Exchange)or, if the Common Stock trades on an exchange,then trading
in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its
1934 act reports with the SEC;
(j) If a majority of the members ofthe Board of Directors of the Company on

the date hereof are no longer serving as members ofthe Board;
(k) The Company shall not deliver to the Holder the Common Stock pursuant
to paragraph 4 herein without restrictive legend within 3 business days of its receipt ofa Notice of
Conversion; or
(1) The Company shall not replenish the reserve set forth in Section 12, within
3 business days ofthe request ofthe Holder.
(m) The Company shall not be "current" in its filings with the Securities and
Exchange Commission;
(n) The Company shall lose the "bid" price for its stock in a market(including
the OTC marketplace or other exchange); or
Then, or at any time thereafter, unless cured within the time periods set forth herein, and, if not
specified, within 5 business days, and in each and every such case, unless such Event of Default
shall have been waived in writing by the Holder(which waiver shall not be deemed to be a waiver
ofany subsequent default) atthe option ofthe Holder and in the Holder's sole discretion,the Holder
may consider this Note immediately due and payable, without presentment, demand, protest or
(flirther) notice of any kind (otlier than notice of acceleration), all of which are hereby expressly
waived,anything herein or in any note or other instruments contained to the contrary notwithstand
ing, and the Holder may immediately, and without expiration of any period of grace, enforce any
and all ofthe Holder's rights and remedies provided herein or any other rights or remedies afforded
by law. Upon an Event ofDefault, interest shall accrue at a default interest rate of 18% per armum
or, if such rate is usurious or not permitted by current law, then at the highest rate of interest
permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the
shares are not issued beginning on the 4"^ day after the conversion notice was delivered to the
Company. This penalty shall increase to $500 per day beginning on the 10^'' day. Further, if a
breach of Section 8(m)occurs or is continuing after the 6 month anniversary ofthe Note,then the
Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base
price for the conversion. For example,ifthe lowest closing bid price during the delinquency period
is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future con
versions at $0,005 per share.
If the Holder shall commence an action or proceeding to enforce any provisions of this Note, in
cluding, without limitation, engaging an attorney, then if the Holder prevails in such action, the
Holder shall be reimbursed by the Company for its attorneys' fees and other costs and expenses
incurred in the investigation, prepai-ation and prosecution ofsuch action or proceeding.
9. In case any provision of this Note is held by a court of competentjurisdic

tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad
justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
the validity and enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby.
10. Neither this Note nor any term hereofmay be amended, waived, discharged
or terminated other than by a written instrument signed by the Company and the Holder.
11. The Company represents that it is not a "shell" issuer and has never been a
"shell" issuer or that if it previously has been a "shell" issuer that at least 12 months have passed
since the Company has reported Form 10 type information indicating it is no longer a "shell issuer.
Fuither,the Company will instruct its counsel to either(i) write a 144 opinion to allow for salability
ofthe conversion shares or (ii) accept such opinion from Holder's counsel.
12. The Company shall issue irrevocable transfer agent instructions reserving
2,031,000 shares of its Common Stock for conversions under this Note (the "Share Reserve").
Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled.
The Company shall pay all transfer agent costs associated with issuing and delivering the share
certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts
from the Conversion Price. The company should at all times reserve a minimum offour times the
amount of shares required if the note would be fully converted. The Holder may reasonably re
quest increases from time to time to reserve such amounts. The Company will instruct its transfer
agent to provide the outstanding share information to the Holder in connection with its conver
sions.
13. The Company will give the Holder direct notice of any corporate actions,
including but not limited to name cWges,stock splits, recapitalizations etc. This notice shall be
given to the Holder as soon as possible under law. The prices per share set forth in this Note are
subject to adjustment to give effect to any stock splits, reverse stock splits, recapitalizations and
the like.
14. If it shall be found that any interest or other amount deemed interest due
hereunder violates the applicable law governing usury,the applicable provision shall automatically
be revised to equal the maximum rate ofinterest or other amount deemed interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so)that it will not
seek to claim or take advantage ofany law that would prohibit or forgive the Company from paying
all or a portion ofthe principal or interest on this Note.
15. This Note shall be governed by and construed in accordance with, the laws
of New York applicable to contracts made and wholly to be performed within the State of New
York and shall be binding upon the successors and assigns of each party hereto. The Holder and
the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue
in the courts ofthe State ofNew York or in the Federal courts sitting in tlie county or city ofNew
York. This Agreement may be executed in counterparts, and the facsimile transmission of an
executed counterpart to this Agreement shall be effective as an original.
IN WITNESS WHEREOF,the Company has caused this Note to be duly executed

by an officer thereunto duly authorized.
Dated:
Title:
EXHIBIT A
NOTICE OF CONVERSION
(To be Executed by the Registered Holder in order to Convert the Note)
The undersigned hereby irrevocably elects to convert $ of the above

Note into Shares of Common Stock of BioRestorative Therapies, Inc. ("Shares")ac
cording to the conditions set forth in such Note, as ofthe date written below.
If Shares are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer and other taxes and charges payable with respect thereto.
Date of Conversion:
Applicable Conversion Price:
Signature:
[Print Name of Holder and Title of Signer]
Address:
SSN or EIN:
Shares are to be registered in the following name:
Name:
Address:
Tel:
Fax:
SSN or EIN:
Shares are to be sent or delivered to the following account:
Account Name:
Address:

US $105,000.00
DUE SEPTEMBER 12, 2020
FOR VALUE RECEIVED, BioRestorative Therapies, Inc. (the "Company") promises to

ted assigns fHoider"). the aggregate principal face amount of One Hundred Five Thousand Dol
lars exactly (U.S. $105,000.00) on September 12, 2020 ("Maturity Date") and to pay interest on
the principal amount outstanding hereunder at the rate of 12% per annum commencing on Sep
tember 12, 2019("Issuance Date"!. This Note shall contain an original issue discount("OID")of
$5,000 such that the purchase price ofthis Note shall be $100,000.00. The interest will be paid to
the Holder in whose name this Note is registered on the records of the Company regarding regis
tration and transfers of this Note. The principal of, and interest on, this Note are payable at 80
S.W. 8th Street, Suite 2000, Miami, FL 33130, initially, and if changed, last appearing on the
records of the Company as designated in writing by the Holder hereof from time to time. The
Company will pay each interest payment and the outstanding principal due upon this Note before
or on the Maturity Date, less any amounts required by law to be deducted or withheld,to the Holder
of this Note by check or wire transfer addressed to such Holder at the last address appearing on
the records of the Company. The forwarding of such check or wire transfer shall constitute a
payment ofoutstanding principal hereunder and shall satisfy and discharge the liability for princi
pal on this Note to the extent ofthe sum represented by such check or wire transfer. Interest shall
be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

vice charge will be made for such registration or transfer or exchange, except that Holder shall pay
Initials
6941604.2
any tax or other governmental charges payable in connection therewith.
2. The Company shall be entitled to withhold from all payments any amounts

shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise
written confirmation that this Note is being converted ("Notice of Conversion") in the form an
4. (a) During the first 6 months this Note is in effect, the Holder of this
Note is entitled, at its option, to convert all or any amount ofthe principal face amount ofthis Note
then outstanding into shares of the Company's common stock (the "Common Stock") at a price
("Conversion Price") for each share of Common Stock of $1.00 per share (subject to adjustment
for reverse stock splits and the like). After the 6 monthly anniversary, the Conversion Price shall
be equal to the greater of:(i)$0.01 per share(the "Floor Price"), or (ii)58% ofthe lowest trading
price of the Common Stock as reported on the National Quotations Bureau OTC Markets ex
change which the Company's shares are traded or any exchange upon which the Common Stock
may be traded in the future("Exchange"! for the twenty prior trading days including the day upon
which a Notice of Conversion is received by the Company or its transfer agent (provided such
Notice ofConversion is delivered by fax or other electronic method ofcommunication to the Com
pany or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder
wishes to include the same day closing price). If the shares have not been delivered within 3 busi
ness days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by
the Company delivering the shares of Common Stock to the Holder within 3 business days of
receipt by the Company ofthe Notice of Conversion. Accrued but unpaid interest shall be subject
to conversion. No fractional shares or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the
extent the Conversion Price of the Company's Common Stock closes below the par value per
share, the Company will take all steps necessary to solicit the consent ofthe stockholders to reduce
the par value to the lowest value possible under law. The Company agrees to honor all conversions
submitted pending this increase. In the event the Company experiences a DTC "Chill" on its
shares, the conversion price shall be decreased to 48% instead of58% while that "Chill" is in
effect. In no event shall the Holder be allowed to effect a conversion ifsuch conversion, along with
all other shares of Company Common Stock beneficially owned by the Holder and its affiliates
would exceed 4.99% ofthe outstanding shares ofthe Common Stock ofthe Company (which may
be increased up to 9.9% upon 60 days' prior written notice by the Investor). In the event the
2
Initials
6941604.2
Company issues a convertible promissory note with more favorable conversion discounts than
those contained herein to another party while this Note is in effect, the Holder shall be the benefi
ciary of such terms and this Note shall be automatically amended to include those terms. In the
event the Company's Common Stock price has a closing price of less than $0.01 per share (the
"Triggering Event"! during the 180 days following the Issuance Date and the Company does not
redeem the Note, in its entirety, in accordance with Section 4(c), within 10 business days of the
Triggering Event, or in the event the Company's Common Stock has a closing price of less than
$0.01 per share after the 180^^ day following the Issuance Date, the Floor Price shall be removed
and the Note shall have no conversion floor.
of 12% per annum. Interest outstanding after the six month anniversary ofthis Note, shall be paid
month anniversary ofthis Note,send in a Notice ofConversion to the Company for Interest Shares
of this Note to the date ofsuch notice.
PREPAY DATE PREPAY AMOUNT

< 90 days 110% of principal plus accrued interest
redemption must be closed and funded within 3 days of giving notice ofredemption or the right to
redeem shall be null and void. Any partial prepayments will be made in accordance with the for
mula set forth in the chart above with respect to principal, premium and interest.
(d) Upon (i) a transfer of all or substantially all ofthe assets ofthe Company to
reorganization or other change or exchange ofoutstanding shares ofthe Common Stock, other than
than a merger which is effected solely to change the jurisdiction of incorporation ofthe Company
demption, or at the election ofthe Holder, such Holder may convert the unpaid principal amount
the Company's assets) in connection with which this Note is not redeemed or converted,the Com
pany shall cause effective provision to be made so that the Holder ofthis Note shall have the right
thereafter, by converting this Note, to purchase or convert this Note into the kind and number of
Initials
6941604.2
shares of stock or other securities or property (including cash) receivable upon such reclassifica-
same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The forego
ing provisions shall similarly apply to successive Sale Events. If the consideration received by the
pany, which is absolute and unconditional, to pay the principal of, and interest on,this Note at the
or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due
under this Note.

behalfofthe Company in connection with the execution and delivery ofthis Note, or the Securities
respect; or
covenant, term, provision, condition, agreement or obligation of the Company under this Note or
(d) The Company shall (1) make an assignment for the benefit of creditors or
commence proceedings for its dissolution;(2)apply for or consent to the appointment ofa trustee,
liquidator or receiver for its or for a substantial part of its property or business;(3) file a petition
for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary
petition for bankruptcy relief, all under federal or state laws as applicable; or
sixty (60) days after such appointment; or
4
Initials
6941604.2
(f) Any governmental agency or any court of competent jurisdiction at the in

stance ofany governmental agency shall assume custody or control ofthe whole or any substantial
(g) One or more money judgments, writs or warrants of attachment, or similar

process, in excess of two hundred thousand dollars ($200,000) in the aggregate, shall be entered
or filed against the Company or any of its properties or other assets and shall remain unpaid, un-
vacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five(5)
days prior to the date of any proposed sale thereunder; or
(i) The Company shall have its Common Stock delisted from an exchange (in
cluding the OTC Market Exchange) or, ifthe Common Stock trades on an exchange, then trading
(j) [intentionally omitted];
Conversion (provided that a restrictive legend may be placed on the certificate representing the
Common Stock if the Notice of Conversion is received within six (6) months of the date of this
Note); or
3 business days ofthe request of the Holder.
Exchange Commission; or
the OTC marketplace or other exchange);
ofany subsequent default) at the option ofthe Holder and in the Holder's sole discretion, the Holder
(further) notice of any kind (other than notice of acceleration), all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the contrary notwithstand
ing, and the Holder may immediately, and without expiration of any period of grace, enforce any
5
Initials
6941604.2
by law. Upon an Event of Default, interest shall accrue at a default interest rate of 18% per annum
shares are not issued beginning on the 4"^ day after the conversion notice was delivered to the
Company. This penalty shall increase to $500 per day beginning on the 10'^ day. Further, if a
breach of Section 8(m)occurs or is continuing after the 6 month anniversary ofthe Note,then the
price for the conversion. For example, ifthe lowest closing bid price during the delinquency period
Holder shall be reimbursed by the Company for its reasonable attorneys' fees and other costs and
expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
9. In case any provision of this Note is held by a court of competentjurisdic

tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad
justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
10. Neither this Note nor any term hereof may be amended, waived, discharged
Further,the Company will instruct its counsel to either(i) write a 144 opinion to allow for salability
ofthe conversion shares or (ii) accept such opinion from Holder's counsel.
from the principal amount being converted. The Company should at all times reserve a minimum
of three times the amount of shares required if the Note would be fully converted. The Holder
may reasonably request increases from time to time to reserve such amounts. The Company will
instruct its transfer agent to provide the outstanding share information to the Holder in connection
with its conversions.
6
Initials
6941604.2
including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be
the like.
be revised to equal the maximum rate of interest or other amount deemed interest permitted under
all or a portion ofthe principal or interest on this Note.
15. This Note shall be governed by and construed in accordance with the laws
in the courts ofthe State ofNew York or in the Federal courts sitting in the county or city of New
Initials
6941604.2
officer
êiemberi^^
By;
President
. . jv'''
• wyt-ni-
■• •.'■i; iij'
' (^0
6941604.2
EXHIBIT A

Note into Shares of Common Stock of BioRestorative Therapies, Inc. ("Shares") ac
Date of Conversion:
Signature:
Address:
SSN or EIN:
Name: _
Address:
Tel:
Fax:
SSN or EIN:
Account Name:
Address:
Initials
6941604.2

US $110,250.00
DUE NOVEMBER 14, 2020
FOR VALUE RECEIVED, BioRestorative Therapies, Inc. (the "Company") promises to

ted assigns ("Holder"^), the aggregate principal face amount of One Hundred Ten Thousand Two
Hundred Fifty Dollars exactly (U.S. $110,250.00) on November 14, 2020 ("Maturity Date") and
to pay interest on the principal amount outstanding hereunder at the rate of 12% per annum com
mencing on November 14, 2019 ("Issuance Date"). This Note shall contain an original issue dis
count("OID")of$5,250 such that the purchase price ofthis Note shall be $105,000.00. The inter
est will be paid to the Holder in whose name this Note is registered on the records ofthe Company
regarding registration and transfers of this Note. The principal of, and interest on, this Note are
payable at 80 S.W. 8th Street, Suite 2000, Miami,FL 33130, initially, and if changed, last appear
ing on the records ofthe Company as designated in writing by the Holder hereoffrom time to time.
The Company will pay each interest payment and the outstanding principal due upon this Note
before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to
the Holder of this Note by check or wire transfer addressed to such Holder at the last address
appearing on the records of the Company. The forwarding of such check or wire transfer shall
constitute a payment ofoutstanding principal hereunder and shall satisfy and discharge the liability
for principal on this Note to the extent of the sum represented by such check or wire transfer.
Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

vice charge will be made for such registration or transfer or exchange,except that Holder shall pay
any tax or other governmental charges payable in connection therewith.
Initials
6990832.3
2. The Company shall be entitled to withhold from all payments any amounts

shall be affected or bound by notice to the contrary. Any Holder ofthis Note electing to exercise
written confirmation that this Note is being converted ("Notice of Conversion") in the form an
4. (a) The Holder of this Note is entitled, at its option, at any time after 6
months ofthe Issuance Date,to convert all or any amount ofthe principal face amount ofthis Note
then outstanding into shares of the Company's common stock (the "Common Stock") at a price
("Conversion Price"!for each share ofCommon Stock equal to the greater of:(!)$0.01 per share
(the "Floor Price"), or (ii) 58% of the lowest trading price ofthe Common Stock as reported
on the National Quotations Bureau OTC Markets exchange which the Company's shares are traded
or any exchange upon which the Common Stock may be traded in the future ("Exchange"),for the
twenty prior trading days including the day upon which a Notice of Conversion is received by the
Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other
electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern
Standard or Daylight Savings Time ifthe Holder wishes to include the same day closing price). If
the shares have not been delivered within 3 business days, the Notice of Conversion may be re
scinded. Such conversion shall be effectuated by the Company delivering the shares of Common
Stock to the Holder within 3 business days ofreceipt by the Company ofthe Notice ofConversion.
Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip represent
ing fractions of shares will be issued on conversion, but the number of shares issuable shall be
rounded to the nearest whole share. To the extent the Conversion Price ofthe Company's Common
Stock closes below the par value per share, the Company will take all steps necessary to solicit the
consent of the stockholders to reduce the par value to the lowest value possible under law. The
Company agrees to honor all conversions submitted pending this increase. In the event the Com
pany experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 48%
instead of58% while that "Chill" is in effect. In no event shall the Holder be allowed to effect a
conversion ifsuch conversion, along with all other shares ofCompany Common Stock beneficially
owned by the Holder and its affiliates would exceed 4.99% ofthe outstanding shares ofthe Com
mon Stock ofthe Company(which may be increased up to 9.9% upon 60 days' prior written notice
by the Investor). The interest rate, conversion discount, lookback period or OID set forth herein
will be adjusted upward (i.e. for the benefit ofthe Holder) ifthe Company grants a more favorable
interest rate, conversion discount, lookback period or OID (as a percentage in relation to the prin
cipal amount of the newly-issued note as compared to this Note) to another party while this Note
Initials
6990832.3
is in effect. In addition, the Floor Price shall not be subject to any increases due to reverse stock
splits but shall be subject to reduction in the event of any forward stock splits.
of 12% per annum. Interest outstanding after the six month anniversary ofthis Note, shall be paid
month anniversary ofthis Note,send in a Notice ofConversion to the Company for Interest Shares
ofthis Note to the date of such notice.
(c) This Note may not be prepaid without the written consent ofthe Holder.
(d) Upon (i) a transfer of all or substantially all ofthe assets ofthe Company to
reorganization or other change or exchange ofoutstanding shares ofthe Common Stock, other than
than a merger which is effected solely to change the jurisdiction of incorporation ofthe Company
demption, or at the election of the Holder, such Holder may convert the unpaid principal amount
the Company's assets) in connection with which this Note is not redeemed or converted,the Com
pany shall cause effective provision to be made so that the Holder ofthis Note shall have the right
thereafter, by converting this Note, to purchase or convert this Note into the kind and number of
shares of stock or other securities or property (including cash) receivable upon such reclassifica
same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The forego
ing provisions shall similarly apply to successive Sale Events. If the consideration received by the
pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the
3
Initials
6990832.3
or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder
attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due
under this Note.

behalf ofthe Company in connection with the execution and delivery ofthis Note,or the Securities
respect; or
covenant, term, provision, condition, agreement or obligation of the Company under this Note or
(d) The Company shall (1) make an assignment for the benefit of creditors or
commence proceedings for its dissolution;(2)apply for or consent to the appointment ofa trustee,
liquidator or receiver for its or for a substantial part of its property or business;(3) file a petition
for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary
petition for bankruptcy relief, all under federal or state laws as applicable; or
sixty (60)days after such appointment; or
(f) Any governmental agency or any court of competent jurisdiction at the in

stance ofany governmental agency shall assume custody or control ofthe whole or any substantial
(g) One or more money Judgments, writs or warrants of attachment, or similar

process, in excess of two hundred thousand dollars ($200,000) in the aggregate, shall be entered
or filed against the Company or any of its properties or other assets and shall remain unpaid, un-
vacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five(5)
days prior to the date ofany proposed sale thereunder; or
Initials
69S0832.3
(i) The Company shall have its Common Stock delisted from an exchange (in
cluding the OTC Market Exchange) or, if the Common Stock trades on an exchange, then trading
(j) [intentionally omitted];
Conversion; or
3 business days ofthe request ofthe Holder.
Exchange Commission; or
the OTC marketplace or other exchange);
ofany subsequent default) at the option ofthe Holder and in the Holder's sole discretion, the Holder
(further) notice of any kind (other than notice of acceleration), all of which are hereby expressly
waived, anything herein or in any note or other instruments contained to the contrary notwithstand
ing, and the Holder may immediately, and without expiration ofany period of grace, enforce any
by law. Upon an Event ofDefault, interest shall accrue at a default interest rate of 18% per annum
shares are not issued beginning on the 4'*^ day after the conversion notice was delivered to the
Company. This penalty shall increase to $500 per day beginning on the lO**" day. Further, if a
breach of Section 8(m)occurs or is continuing after the 6 month anniversary ofthe Note, then the
price for the conversion. For example, ifthe lowest closing bid price during the delinquency period
Holder shall be reimbursed by the Company for its reasonable attorneys' fees and other costs and
expenses incurred in the investigation, preparation and prosecution ofsuch action or proceeding.
Initials
6990832.3
9. In case any provision of this Note is held by a court ofcompetent jurisdic

tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad-
Justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and
10. Neither this Note nor any term hereof may be amended,waived, discharged
Further,the Company will instruct its counsel to either(i) write a 144 opinion to allow for salability
of the conversion shares or (ii) accept such opinion from Holder's counsel.
from the principal amount being converted. The company should at all times reserve a minimum
offour times the amount ofshares required if the note would be fully converted. The Holder may
reasonably request increases from time to time to reserve such amounts. The Company will in
struct its transfer agent to provide the outstanding share information to the Holder in connection
with its conversions.
including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be
the like.
be revised to equal the maximum rate of interest or other amount deemed interest permitted under
all or a portion of the principal or interest on this Note.
15. This Note shall be governed by and construed in accordance with the laws
in the courts of the State of New York or in the Federal courts sitting in the county or city of New
initials
6990832.3
Initials
6990832.3
IN WITNESS WHEREOF,the Company has caused this Note to be duly executed

by an officer thereunto duly authorized.
Dated: 11-14-19
By:
Title: President
Initials
69S0832.3
EXHIBIT A

Note into Shares ofCommon Stock of BioRestorative Therapies, Inc. ("Shares") ac
Date of Conversion:
Signature:
Address:
SSN or EIN:
Name: _
Address:
Tel:
Fax:
SSN or EIN:
Account Name:
Address:
Initials
6990832.3
Avrohom Gefen
From: Jack Bodenstein <jackbodenstein@gmail.com>

Sent: Friday, January 31, 2020 1:07 PM
To: Kim Transhare
Cc: Mark Weinreb; Avrohom Gefen; Jack Bodenstein
Subject: BRTX reserve increase 1-31-20
Attachments: BRTX reserve increase 1-31-20 .pdf
Kim,
I hope this finds you well.
Please see attached spreadsheet or table below for a reserve increase for the 3 Coventry notes, based on the recent low
trading price of 0.0007.
Please confirm when this is completed.
Thank you.
Best regards.
Jack Bodenstein
Coventry Enterprises, LLC
80 SW 8^ Street, Suite 2000
Miami, FL 33130
866-764-2224
iack@coventrventerprises.com
Current balance with conversion number of i reserve | shares for

Note conversion terms
interest price shares | "x" I reserve
65% of Iwst trdng
$ 205,000 $13,036.88 0.000455 28,652,483.5 4x 114,609,934
1/10
58% of Iwst tradng
$ 105,000 $113,382.50 0.000406 279,267,241.4 3x 837,801,724
1/20
58% of Iwst tradng
$ 110,250 $120,135.75 0.000406 295,900,862.1 4x 1,183,603,448
1/20
2,136,015,106
Lowest
trading
0.0007
Note Current balance with interest conversion terms conversion price number of shares reserve "x" shares for reserve
$ 205,000 $13,036.88 65% of Iwst trdng 1/10 0.000455 28,652,483.5 4x 114,609,934

$ 105,000 $113,382.50 58% of Iwst tradng 1/20 0.000406 279,267,241.4 3x 837,801,724
$ 110,250 $120,135.75 58% of Iwst tradng 1/20 0.000406 295,900,862.1 4x 1,183,603,448
2,136,015,106
Lowest trading
0.0007
Index No. ^ Year 20

Case No.
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK OF NEW YORK
COVENTRY ENTERPRISES,LLC, Plaintiff(s),
-against-
BIORESTORATIVE THERAPIES,INC., Defendant(s).
COMPLAINT
Vishnick McCovern Milizio LLP

Attorneys/or Plaintiff

County of Nassau, Lake Success, NY 11042
Tel (516) 437-4385 Fax (516) 437-4395
Pursuant to 22 NYCRR 130-1.1-a, the undersigned, an attorney admitted to practice in the courts ofNew York State,
certifies that, upon information and belief and reasonable inquiry, (1) the contentions contained in the annexed
document are not frivolous and that (2) if the annexed document is an initiating pleading, (i) the matter was not
obtained through illegal conduct, or that if it was, the attorney or other persons responsible for the illegal conduct are
not participating in the matter or sharing in any fee earned therefrom and that (ii) if the matter involves potential
claims forp^tÛ^fVnjury^^TiSôngful death, the matter was not obtained in violation of22 NYCRR 1200.41-a.
Dated: Signature
Print Signer's Name.
Service ofa copy ofthe within is hereby admitted.
Dated:
A ttomeyCs)for
PLEASE TAKE NOTICE
□ that the within is a (certified) true copy of a

NOTICE OF entered in the office of the clerk of the within-named Court on 20
ENTRY
□ that an Order of which the within is a true copy will be presented for settlement to the
NOTICE OF Hon. , one of the judges of the within-named Court,
SETTLEMENT at
on 20 , at M.
Dated:
Vishnick McGovern Milizio LLP

Attorneys for

To: County of Nassau, Lake Success, NY 11042
Tel (516) 437-4385 Fax (516) 437-4395
Attomey(s) for
-1^
(N CLER JCE_
uik. uiiuui TTTgiieu, am an~atlumtiyTiuinmuu tu piatuct: ill mu uoufis otTêwlorK, and
certify that the annexed
□
Attorney's
has been compaied by me with the original and found to be a true and complete copy thereof.
CertificaNon
say that: I am the attorney of record, or of counsel with the attomey(s) of record, for
□ .Ihave read the annexed
Attorney's know the contents thereof and the same are true to my knowledge, except those matters therein which are slated to be alleged on information
Verlficoflon
by
and belief, and as to those matters I believe them to be true. My belief, as to those matters therein not stated upon
Afflrrnotlon knowledge, is based upon the following.
The reason I make this affirmation instead of
I affirm that the foregoing statements are true under penalties of perjury.
Dated:
(Prim signer's name below signature)
STATE OF NEW YORK, COUNTY OF ss:

being sworn says:Iam
in the action herein; 1 have read the annexed
□
Individual know the contents thereof and the same are true to my knowledge, except those matters therein which are stated to be alleged on
VerlflcoHon
information and belief, and as to those matters Ibelieve them to be true,
the of
□ a corporation, one of the parties to the action;Ihave read the annexed
Corpoiote
know the contents thereof and the same are true to my knowledge, except those matters therein which are stated to be alleged on
VarlflcGtlon
information and belief, and as to those matters 1 believe them to be true.
My belief, as to those matters therein not stated upon knowledge, is based upon the following:
Sworn to before me on .20

STATE OF NEW YORK, COUNTY OF ss:
being sworn says:Iam not a party to the action, am over 18 years of

age and reside at
On ,20 ,1 served a true copy of the annexed
in the following manner:
by mailing the same in a sealed envelope, with postage prepaid thereon, in a post-office or official depository of the U.S. Postal Service,
□ addressed to the address of the addressee(s) indicated below, which has been designated for service by the addressee(s) or, if no such address
Service
by Moll
has been designated, is the last-known address of the addressee(s):
□ by delivering the same personally to the persons at the address indicated below:
Personal
by transmitting the same to the attorney by facsimile transmission to the facsimile telephone number designated by the attorney for that
purpose. In doing so, I received a signal from the equipment of the attorney served indicating that the transmission was received,
□ and mailed a copy of same to that attorney, in a sealed envelope, with postage prepaid thereon, in a post office or official depository of the
Service by
Facsimile U.S. Postal Service, addressed to the address of the addressee(s) as indicated below, which has been designated for service by the
addressee(s) or, if no such address has been designated, is the last-known address of the addressee(s):
□ by transmitting the same to the attorney by electronic means upon the party's written consent. In doing so,Iindicated in the subject matter
Service by
Electronic heading that the matter being transmitted electronically is related to a court proceeding:
Means
by depositing the same with an overnight delivery service in a wrapper properly addressed, the address having been designated by the
□
Overnlghl addressee(s) for that purpose or, if none is designated, to the last-known address of addressee(s). Said delivery was made prior to the latest
Delivery
Service
time designated by the overnight delivery service for overnight delivery. The address and delivery service are indicated below;
Sworn to before me on ,20

Complaint Brown, J

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Complaint Brown, J

Uploaded by

Copyright:

Available Formats

Case 2:20-cv-00703-GRB-AYS Document 1 Filed 02/07/20 Page 1 of 40 PageID #: 1

< • 0' t' V

U.S. D.o I , • ., •'MY

1. Plaintiff Coventry Enterprise, LLC, ("Coventry") is a Florida limited liability

2. Defendant Biorestorative Therapies, Inc.("BRTX")is a Delaware corporation with

Jurisdiction and Venue

value of $75,000, exclusive of interest and costs.

4. Venue is proper in this District pursuant to 28 U.S.C. §1391(a), in that it is ajudicial

Facts Common to All Claims

Convertible Notes,one on January 23,2019,in the principal amount of$205,000("January Note"),

October 14,2019("October Note")in the principal amount of$110,250(collectively the "Notes").

stock in accordance with the formula set forth therein.

of the Notes to shares of BRTX common stock.

9. Paragraph 12 of the January Note provides as follows:

The Company [BRTX] shall issue irrevocable transfer agent instructions

10. Paragraph 12 of the September Note provides as follows:

The Company[BRTX]shall issue irrevocable transfer agent instructions reserving

11. Paragraph 12 ofthe October Note provides as follows:

The Company[BRTX]shall issue irrevocable transfer agent instructions reserving

stock and in January 2020 BRTX authorized 2 billion new shares.

agent for a specific party.

with the terms of the Notes.

shares were authorized.

demonstrating how the Reserve Request was calculated, is annexed as Exhibit"B".

the Reserve Request.

Coventry certainly would not have made the loan.

financial statement issuance date"'.

'SEC Filing: https://sec.report/Document/0001493152-19-017053/#b_004

First Claim for Relief

29. Plaintiff realleges paragraphs 1 through 28.

31. Coventry has no adequate remedy at law.

32. Coventry is therefore entitled to an injunction preliminarily and permanently directing

and reserve the required shares of stock for Coventry.

Second Claim for Relief

33. Plaintiff realleges paragraphs 1 through 32.

34. BRTX recently authorized more than 2 billion shares of stock.

to the terms of the Notes and Coventry's Reserve Request.

37. Coventry has no adequate remedy at law.

38. Coventry is therefore entitled to an injunction preliminarily and permanently

Reserve Requests are fulfilled.

Third Claim for Relief

39. Plaintiff realleges paragraphs 1 through 38.

damaged in an amount of at least $1 million, the exact amount to be determined at trial.

WHEREFORE Plaintiff Coventry Enterprise, LLC demands judgment against Defendant

Biorestorative Therapies, Inc. as follows:

Reserve Requests are fulfilled; and

million, the exact amount to be determined at trial; and

relief as the Court deems just and proper.

Dated: Lake Success, New York

VISHNICK MCGOVERN MILIZIO LLP

By: Avrohom Gefen

THIS NOTE AND THE COMMON STOCK ISSUABLE

FOR VALUE RECEIVED, BioRestorative Therapies, Inc.(the "Company") promises to

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount ofNotes

3. This Note may be transferred or exchanged only in compliance with the

(c) The Notes may be prepaid with the following penalties:

Directors ofthe Company or successor person or entity acting in good faith.

8. If one or more ofthe following described "Events of Default" shall occur:

(b) Any ofthe representations or warranties made by the Company herein or in

(f) Any governmental agency or any court of competentjurisdiction at the in

(g) One or more money judgments, writs or warrants of attachment, or similar