ex10_27.htm

STOCK GRANT AGREEMENT, made as of the 31st day of May, 2011, between STEM CELL ASSURANCE, INC., a Nevada corporation (the “Company”), and MARK WEINREB (the “Grantee”).

WHEREAS, the Board of Directors of the Company has approved the grant to the Grantee of Restricted Stock pursuant to the Company’s 2010 Equity Participation Plan (the “Plan”).

NOW, THEREFORE, in consideration of the foregoing, the Company hereby grants to the Grantee (the “Grant”) an award of shares of common stock of the Company upon the following terms and conditions:

2. GRANT. Subject to the terms and conditions of the Plan and the provisions hereof, the Company hereby grants to the Grantee pursuant to Section 15 of the Plan a Restricted Stock award of Thirty-Five Million (35,000,000) shares of common stock of the Company, $.001 par value per share (the “Shares”). The provisions of Section 4.4 of the Employment Agreement, dated as of October 4, 2010, between the Company and the Grantee, as amended by the provisions of the letter agreement of even date between the Company and the Grantee (the “Letter Agreement”), shall apply to the Shares.

3. VESTING OF SHARES. The Shares shall vest at such time as the Company hereafter obtains equity and/or debt financing in an aggregate amount equal to or greater than three (3) times the amount of tax payable in connection with the Company’s grant of the Shares (the “Tax”), such Tax amount to be determined following a valuation of the Shares as of the date hereof (the receipt of such financing being hereinafter referred to as the “Vesting Time”) provided that the Grantee remains continuously employed by the Company through the Vesting Time. The Grantee shall forfeit all of the Shares if he does not remain continuously employed by the Company through the Vesting Time. Until the Vesting Time, the Company shall hold the certificate representing the Shares.

(a) The Grantee represents and warrants that the Shares to be acquired pursuant to the terms hereof are being acquired for the Grantee’s own account, for investment and not for distribution or resale to others. The Grantee will not sell, assign, transfer, encumber or otherwise dispose of any of the Shares unless (i) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or (ii) the Company has received a written opinion of its counsel that, after an investigation of the relevant facts, such counsel is of the opinion that such proposed sale, assignment, transfer, encumbrance or disposition does not require registration under the Securities Act.

(b) The Grantee understands that, except as provided for in the Letter Agreement, the Grantee, the Shares are not being registered under the Securities Act and may not be sold, assigned, transferred, encumbered, or disposed of unless they are subsequently registered thereunder or an exemption from such registration is available.

(c) The Grantee represents and warrants that he, alone, or with his purchaser representative, if any, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the acquisition of the Shares contemplated hereby. The Grantee will execute and deliver to the Company such documents as the Company may reasonably request in order to confirm the accuracy of the foregoing.

(d) The Grantee understands that the Shares are not being registered under the Securities Act in part on the ground that the issuance thereof is exempt under Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the foregoing representations and warranties of the Grantee.

(e) The Grantee represents that he has reviewed all information regarding the Company that has been filed with the Pink OTC Markets and the Securities and Exchange Commission, including the risk factors set forth therein. The Grantee also represents that he has been furnished by the Company with all information regarding the Company which he had requested or desired to know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the Company, and any additional information which he had requested; and that he has had the opportunity to consult with his own tax or financial advisor concerning an investment in the Company.

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement with respect to the shares or the exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel may be required by the issuer or the transfer agent.”

7. 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: Secretary, and to the Grantee at the address indicated below, or, in each case, at such other address notice of which is given in accordance with the foregoing provisions. Notices shall be deemed to have been given on the date of hand delivery or mailing as provided for above, except notices of change of address, which shall be deemed to have been given when received.

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

9. ENTIRE AGREEMENT. This Stock Grant 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.

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

11. EXECUTION IN COUNTERPARTS. This Stock Grant 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. INTERPRETATION; HEADINGS. The provisions of this Stock Grant 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 Grant 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 Grant Agreement.