UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 1, 2014
Date of Report (Date of earliest event reported)

RenovaCare, Inc.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

000-30156
(Commission File Number)

98-0170257
(I.R.S. Employer Identification No.)

430 Park Ave.
Suite 702
New York, New York 10022
(Address of principal executive offices)

(800) 755-5815
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Section 1 – Registrant’s Business and Operations

Item 1.01. Entry Into a Material Definitive Agreement.

Consulting Agreement

On April 1, 2014, RenovaCare, Inc. (the “ Company ”) appointed Ms. Patsy Trisler to serve as the Company’s Vice President – Clinical & Regulatory Affairs and entered into an at-will consulting agreement (the “ Consulting Agreement ”) with Ms. Trisler. Pursuant to the terms of the Consulting Agreement, Ms. Trisler will receive a monthly fee of $5,000, which covers her services for up to forty hours in any given month and will pay her an hourly fee of $125 for every hour in excess of forty, prorated for any partial hour . The Consulting Agreement may be terminated at any time by either Mt. Trisler or the Company.

The foregoing is only a summary of the material provisions of the Consulting Agreement, it may not contain all of the information that is important to you and it is qualified in its entirety by reference to the Consulting Agreement itself, which is attached as Exhibit 10.1 hereto and is incorporated herein.

Stock Option Agreement

Pursuant to the terms of the Consulting Agreement the Company issued Ms. Trisler a stock option to purchase up to 50,000 shares of the Company’s common stock (the “ Option Shares ”) at a price of $1.05 per share, the closing price of the Company’s common stock as quoted on the OTCQB on March 31, 2014, and entered into a nonstatutory stock option agreement (the “ Stock Option Agreement ”) with Ms. Trisler, setting forth the terms and conditions of the vesting and exercise of the Options Shares. Pursuant to the terms of the Stock Option Agreement, the Options Shares may be exercised on a “cashless basis” using the formula contained therein and, subject to Ms. Trisler’s continued service as the Company’s Vice President – Clinical & Regulatory Affairs , vest as follows:

(a) 10,000 Options Shares vest on April 1, 2015;
(b) 10,000 Options Shares vest on April 1, 2016;
(c) 10,000 Options Shares vest on April 1, 2017;
(d) 10,000 Options Shares vest on April 1, 2018; and
(e) 10,000 Options Shares vest on April 1, 2019.

The foregoing is only a summary of the material provisions of the Stock Option Agreement, it may not contain all of the information that is important to you and it is qualified in its entirety by reference to a version of the Stock Option Agreement itself, which is attached as Exhibit 10.2 hereto and is incorporated herein.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of April 1, 2014, the Company appointed Ms. Patsy Trisler as its Vice President – Regulatory & Clinical Affairs. As part of her appointment, the Company entered into the Consulting Agreement and Stock Option Agreement with Ms. Trisler, which are further described in Item 1.01 – Consulting Agreement and Item 1.01 - Stock Option Agreement and are incorporated in their entirety herein.
 
 
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Patsy J. Trisler, JD, RAC . For over 20 years Ms. Trisler has provided strategic regulatory guidance and clinical compliance consulting services to medical device companies, including advising on non-clinical and clinical testing requirements for a variety of product types; preparing FDA submissions; facilitating FDA meetings; training on compliance with GCPs & FDA regulatory requirements. Ms. Trisler has been a regulatory consultant since 1991 and has held senior level positions where she provided consulting services for pharmaceutical, biotechnology and medical device clients and was most recently an independent consultant for a number of clients within the medical products’ industry. Prior to that Ms. Trisler served for nearly seven years at the Food and Drug Administration (FDA) as a scientific reviewer and special assistant to the Director of the Office of Device Evaluation in developing medical device policies and guidances. She began her career as a biologist in a molecular biology laboratory at the National Cancer Institute (NCI). Ms. Trisler received her B.S. in biology and psychology from American University in Washington, DC, and her juris doctorate from the Potomac School of Law/Antioch Law School in Washington, DC. Ms. Trisler is regulatory affairs certified (RAC) and a member of several professional groups including the Association of Clinical Research Professionals (ACRP) and Regulatory Affairs Professional Society (RAPS).

There are no family relationships between Ms. Trisler and any other officer or director of the Company.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

In reviewing the agreements included as exhibits to this Current Report on Form 8-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

·
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

·
have been expressly qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement and are not included in this Current Report on Form 8-K;

·
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

·
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Current Report on Form 8-K and our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov .
 
Exhibit No.
 
Description
     
10.1
 
At-Will Consulting Agreement between RenovaCare, Inc. and Patsy Trisler
     
10.2
 
Stock Option Agreement between RenovaCare, Inc. and Patsy Trisler
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on April 7, 2014.
 
 
RenovaCare, Inc.
 
       
 
By:
/s/ Thomas Bold  
  Name: Thomas Bold  
  Title: President & CEO  
 
 
 
 
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EXHIBIT 10.1
 
 
430 Park Avenue
Suite 702
New York, NY 10022
 
March 30, 2014

Ms. Patsy Trisler
[ADDRESS]

Re:
At-Will Consulting Agreement with RenovaCare, Inc.

Dear Patsy:

This At-Will Consulting Agreement (the “ Agreement ”) sets forth the terms and conditions of your engagement as an independent consultant to and by RenovaCare, Inc. (the “ Company ”). For the purposes of this Agreement, capitalized terms used but not otherwise defined shall have the meanings ascribed thereto in Paragraph 21 hereof.

1. Position and Duties.

(a) Executive Positions . In your capacity as an independent consultant to the Company hereunder, you shall be appointed by the Company to serve as its Vice President – Regulatory & Clinical Affairs and/or to such other positions as the Company’s Board of Directors (the “ Board ”) may from time to time designate (collectively, the “ Executive Positions ”); your services hereunder shall include, but not be limited to, the preparation of the Company’s 510(k) premarket notification to the Food and Drug Administration. In performance of your duties, you shall be subject to the direction of, and be reporting directly to the Company’s President and Chief Executive Officer and the Company’s Board of Directors; anything herein to the contrary notwithstanding, if requested by the Board, you will immediately resign from any Executive Positions in which you may be serving at such time. Your execution of this Agreement constitutes your acceptance of your appointment as the Company’s Vice President – Regulatory & Clinical Affairs.

(b) Part Time Efforts . While you agree to devote as much of your efforts, professional attention, knowledge, and experience as may be necessary to carry on your duties pursuant to this Agreement and the fulfillment of your responsibilities in accordance with the Executive Positions, it is acknowledged that your engagement is on a “part-time” basis. Subject further to Paragraph 19(d) hereof, you may render services to, or serve as a director of, any other Person without the prior approval of the Board, so long as such services do not create a conflict of interest with you fulfilling your responsibilities in your Executive Positions.

(c) Travel . Upon reasonable notice, you shall be available to travel as the reasonable needs of the Company’s Business require. The Company shall reimburse you for reasonable costs associated with your travel on behalf of the Company.

(d) Code of Ethics . You agree to abide by the Code of Ethics and Business Conduct, a copy of which is attached as Appendix A hereto.
 
 
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2. At-Will Engagement as a Consultant.

Anything herein to the contrary notwithstanding, your engagement as a consultant with and by the Company is an “at-will engagement” arrangement and may be terminated by you or the Company at any time, with or without cause, and for any reason whatsoever, upon written notice as provided in Paragraph 10 hereof.
 
3. Compensation . You shall act in the capacity of an independent contractor and shall not be an employee of the Company during the term of this Agreement. You shall be compensated by the Company for your services hereunder as follows:

(a) Cash Compensation

(i) Monthly Fee . Commencing April 1, 2014 (the “ Start Date ”), you shall be paid a fee of $5,000 per month (the “ Monthly Fee ”); the Monthly Fee is payable on the last day of each calendar month during the term of this Agreement. The Monthly Fee shall be prorated for any partial months during the term of this Agreement. The Monthly Fee shall be reported to the IRS on Form 1099.

(ii) Additional Compensation . You and the Company hereby agree that the Monthly Fee shall cover your services for up to forty (40) hours in any given month. In addition to the Monthly Fee, the Company hereby agrees to pay you $125 for every hour in excess of forty (40), prorated for any partial hour, you expend on the Company’s behalf in any given month (the “ Additional Fee ”). Within ten (10) days from the end of the month you shall provide the Company with an invoice documenting any hours in excess of forty (40) you have expended on behalf of the Company. Notwithstanding anything herein to the contrary, you shall obtain the written consent of the Company prior to expending more than five (5) hours on behalf of the Company. Subject to you providing the Company with an invoice in a timely manner, the Company shall pay you the Additional Fee together with the Monthly Fee.

(iii) Review of Compensation . Your compensation shall be reviewed periodically by the Company’s Board of Directors at its sole discretion.

(b) Stock Awards . Subject to your entry into a stock option agreement substantially in the form of Exhibit A attached hereto, the Company shall grant you an option to purchase 10,000 shares of the Company’s common stock for each year you are engaged by the Company.

4. Additional Benefits.

(a) Business Expense Reimbursement. You shall be entitled to reimbursement for reasonable travel and other out-of-pocket expenses necessarily incurred in the performance of your duties hereunder, upon submission and approval of written statements and bills in accordance with the then regular procedures of the Company (collectively, “ Business Expense Reimbursement ”).

(b) D&O Insurance; Officer Liability . The Company does not currently have D&O insurance.
 
 
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5. Your Representations and Warranties . You represent and warrant to the Company that:

(a) The execution, delivery and performance of this Agreement by you does not conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under any contract, agreement or understanding, whether oral or written, to which you are a party or of which you or should be aware and that there are no restrictions, covenants, agreements or limitations on your right or ability to enter into and perform the terms of this Agreement;

(b) You are not party to any ongoing civil or criminal proceedings, and have not been party such proceedings within the past ten years, and do not know of any such proceeding that may be threatened or pending against you; and

(c) You are not currently engaged in activities and will not knowingly engage in future activities that may cause embarrassment to the Company or tarnish the reputation or public image of the Company, including but not necessarily limited to association with or party to: any criminal behavior(s) such as drug use, theft, or any other potential or active violation of law; political controversy, civil disobedience, or public protest; lewd, lascivious behavior.

6. Discoveries and Works . All Discoveries and Works which are made or conceived by you while engaged by the Company, solely, jointly or with others, that relate to the Company’s present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company. You shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested; (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company; (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works; and (d) promptly execute, whether during the term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the term of this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by you and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between you and the Company, be presumed to have been made during the term of this Agreement. You acknowledge that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.
 
 
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7. Intellectual Property .

(a) Assignment

(i) You agree to make full written disclosure to the Company and will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all of your right, title and interest in and to any Intellectual Property. Without limiting the foregoing, all copyrightable works that you create during your engagement with the Company shall be considered “ work made for hire .”

(ii) Any interest in Intellectual Property which you now, or hereafter during the period you are engaged by the Company, may own or develop relating to the fields in which the Company may then be engaged shall belong to the Company; you hereby assign and agree to assign to the Company (or as otherwise directed by the Company) all of your right, title and interest in and to all Work Product, including without limitation all patent, copyright, trademark and other intellectual property rights therein and thereto. If you have any such rights that cannot be assigned to the Company, you waive the enforcement of such rights, and if you have any rights that cannot be assigned or waived, you hereby grant to the Company an exclusive, irrevocable, perpetual, worldwide, fully paid license, with right to sublicense through multiple tiers, to such rights. Such rights shall include the right to make, use, sell, improve, commercialize, reproduce, distribute, perform, display, transmit, manipulate in any manner, create derivative works based on, and otherwise exploit or utilize in any manner the subject intellectual property.

(iii) You obligation to assign your rights to Intellectual Property under this Section 7 shall not apply to any inventions and all Discoveries and Works expressly identified in Appendix B attached hereto which were developed prior to your performance of services hereunder for the Company, provided however that inventions to be developed by you during the term of this Agreement may be subsequently added to the Schedule upon the mutual agreement of you and the Company that such inventions are outside the scope of the Agreement. You acknowledge that there are, and may be, future rights that the Company may otherwise become entitled to with respect to the Intellectual Property that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed, and you specifically intend the foregoing assignment of rights to the Company to include all such now known or unknown uses, media and forms of exploitation. You agree to cooperate with the Company, both during and after the term of your engagement , in the procurement and maintenance of the Company’s rights to the Intellectual Property and to execute, when requested, any and all applications for domestic and foreign patents, copyrights and other proprietary rights or other documents and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company, to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property and to otherwise carry out the purpose of this Agreement.

(iv) If the Company is unable because of your mental or physical incapacity or for any other reason to secure any signature for any of the assignments, licenses or other reasonably requested documents pertaining to the intellectual property rights referenced herein within ten (10) days of the delivery of said documents to you, then you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf and stead and to execute and file said documents and do all other lawfully permitted acts to further the perfection, defense and enjoyment of the Company’s rights relating to the subject Intellectual Property with the same legal force and effect as if executed by you. You stipulate and agree that such appointment is a right coupled with an interest, and will survive your incapacity or unavailability at any future time.
 
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(b) Maintenance of Records . You agree to keep and maintain adequate and current written records of all Intellectual Property made by you (solely or jointly with others) during the term of your engagement with the Company. The records will be in the form of notes, sketches, drawings, electronic or digital data, and any other format that may be specified by the Company. The records will be available to, and remain the sole property of, the Company at all times.

(c) Patent and Copyright Registrations . You agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Intellectual Property Items and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Intellectual Property Items, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

8. Non-Competition; Non-Solicitation and Non-Circumvention.

(a) Non-Competition . Except as authorized by the Board, during the term of this Agreement and for a period of six (6) months thereafter, you will not (except as an officer, director, stockholder, employee, agent or consultant of the Company or any subsidiary or affiliate thereof) either directly or indirectly, whether or not for consideration, (i) in any way, directly or indirectly, solicit, divert, or take away the business of any person who is or was a customer of the Company, or in any manner influence such person to cease doing business in part or in whole with Company; (ii) engage in a Competing Business; or (iii) engage in any practice the purpose or effect of which is to intentionally evade the provisions of this covenant. For purposes of this section, “ Competing Business ” means any company or business which is engaged directly or indirectly in any Company Business then carried on or planned to be carried on (if such plans were developed during the term of this Agreement) by the Company or any of its subsidiaries or affiliates.

(b) Non-Solicitation and Non-Circumvention . For a period of six (6) months following the termination of this Agreement, you will not directly or indirectly, whether for your account or for the account of any other individual or entity, solicit or canvas the trade, business or patronage of, or sell to, any individuals or entities that were investors, customers or employees of the Company during the term of this Agreement, or prospective customers with respect to whom a sales effort, presentation or proposal was made by the Company or its affiliates, during the one year period prior to the termination of this Agreement. Without limiting the foregoing, you shall not, directly or indirectly, (i) solicit, induce, enter into any agreement with, or attempt to influence any individual who was an employee or consultant of the Company at any time during the term of this Agreement, to terminate his or her employment relationship with the Company or to become employed or engaged by you or any individual or entity by which you are employed or for which you are acting as a consultant or other advisory capacity (ii) interfere in any other way with the employment, or other relationship, of any employee of, or consultant to, the Company or its affiliates.
 
 
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(c) Requirement to Safeguard Confidential Information . All Confidential Information of the Company is expressly acknowledged by you to be the sole property of the Company, and the disclosure of the Confidential Information shall not be deemed to confer any rights with respect to such Confidential Information on you. You will exercise reasonable care to ensure the confidentiality of the Confidential Information. All confidential information which you may now possess, or may obtain or create prior to the termination date of this Agreement, relating to the business of the Company, or any customer or supplier of the Company, or any agreements, arrangements, or understandings to which the Company is a party, shall not be disclosed or made accessible by you to any other person or entity either during the term of or after the termination of this Agreement or used by you except during the term of this Agreement in the business and for the benefit of the Company, without the prior written consent of the Company. Nothing herein shall be construed as an obligation of the Company to consent to the terms and conditions of any such request and under no circumstances shall any such approval be deemed to waive, alter or modify the terms and conditions of this Agreement. You shall return all tangible evidence of such Confidential Information to the Company prior to or upon the termination of this Agreement.

9. Enforcement.

(a) Provisions Reasonable . You acknowledge and agreed that:

(i) before and since the Start Date the Company has operated and competed and will operate and compete in a global market, with respect to the Company’s Business;

(ii) competitors of the Company are located in countries around the world;

(iii) in order to protect the Company adequately, any enjoinder of competition would have to apply world-wide;

(iv) during the term of this Agreement, both before and after the Start Date, on behalf of the Company, you have acquired and will acquire knowledge of, and you have come into contact with, initiated and established relationships with and will come into contact with, initiate and establish relationships with, both existing and new clients, customers, suppliers, principals, contacts and prospects of the Company, and that in some circumstances you have been or may well become the senior or sole representative of the Company dealing with such persons; and

(v) in light of the foregoing, the provisions of Paragraph 8 are reasonable and necessary for the proper protection of the business, property and goodwill of the Company and the Company’s Business.

(b) Enforcement . Nothing herein contained shall be construed as prohibiting the Company or you from pursuing any remedies available for any breach or threatened breach of this Agreement. A waiver by the Company or you of any breach of any provision hereof shall not operate or be construed as a waiver of a breach of any other provision of this Agreement or of any subsequent breach.
 
 
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10. Termination.

(a) Manner of Termination . The Company and you may terminate this Agreement, with or without cause, for any reason whatsoever, by providing ten (10) days advance written notice (the “ Termination Notice ”), in accordance with Paragraph 17 , to the other specifying the date of termination (the “ Termination Date ”).

(b) Effect of Termination . In the event this Agreement is terminated pursuant to Paragraph 10 (a) your rights and the Company’s obligations hereunder shall cease as of the effective date of the termination; provided, however, that the Company shall pay you: (i) your Monthly Fee, prorated through the Termination Date, (ii) your Business Expense Reimbursements through the Termination Date and (iii) the Additional Fee, if any, through the Termination Date; the full payment to you of the items enumerated in clauses (i) through (iii) above, upon termination of this Agreement, shall completely and fully discharge and constitute a release by you of any and all obligations and liabilities of the Company to you, including, without limitation, the right to receive any other compensation hereunder, and you shall not be entitled to any severance compensation of any kind, and shall have no further right or claim to any compensation, or severance compensation under this Agreement or otherwise against the Company or its affiliates, from and after the Termination Date.

(c) Resignation. The termination of this Agreement pursuant to this Paragraph 10 shall constitute your resignation from any and all Executive Positions and, if applicable, as a Director of the Company effective as of the Termination Date.
 
(d) Return of Documents and Property . Upon the expiration or termination of this Agreement, or at any time upon the request of the Company, you (or your heirs or personal representatives) shall deliver to the Company in good order (a) all documents and materials (including, without limitation, computer files) containing Trade Secrets and Confidential Information relating to the business and affairs of the Company or its affiliates; (b) all documents, materials, equipment and other property (including, without limitation, computer files, computer programs, computer operating systems, computers, printers, scanners, pagers, telephones, credit cards and ID cards) belonging to the Company or its affiliates, which in either case are in the possession or under the your control (or the control of your heirs or personal representatives); and (c) all corporate records of the Company, including minute books, accounting related materials, audit related materials, attorney correspondence, and any other such records which may be in your possession.

(e) Survival of Certain Provisions . Notwithstanding anything to the contrary contained herein, if this Agreement is terminated the provisions of Paragraphs 5, 8, 9, 10, 12 and 13 of this Agreement shall survive such termination and continue in full force and effect.

(f) Relinquishment of Authority . Notwithstanding anything to the contrary set forth herein, upon written notice to you, the Company may immediately relieve you of all your duties and responsibilities hereunder and may relieve you of authority to act on behalf of, or legally bind, the Company. However, such action by the Company shall not alter the Company’s obligations to you with regard to the procedure for a termination.
 
 
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11. Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. In view of the personal nature of the services to be performed under this Agreement by you, you shall not have the right to assign or transfer any of your rights, obligations or benefits under this Agreement, except as otherwise noted herein.

12. No Reliance on Representations . You acknowledge that you are not relying, and have not relied, on any promise, representation or statement made by or on behalf of the Company which is not set forth in this Agreement.

13. Entire Agreements; Amendments . This Agreement sets forth our entire understanding with respect to your engagement by the Company as a consultant, and supersedes all existing agreements between you and the Company concerning such engagement, and may be modified only by a written instrument duly executed by each of you and the Company.

14. Waiver . Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

15. Construction . You and the Company have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by you and the Company and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

16. Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
 
 
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17. Notices.

All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made by (i) certified mail, return receipt requested, (ii) nationally recognized overnight courier delivery, (iii) by facsimile or email transmission provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party, or (iv) hand delivery as follows:

To the Company:

RenovaCare, Inc.
430 Park Avenue
Suite 702
New York, NY 10022
Attention: President and Chief Executive Officer
thomas.bold@stemcell-systems.com
Fax: (212) 246-3039

With a copy (which shall not constitute notice) to:

Joseph Sierchio, Esq.
Sierchio & Company, LLP
430 Park Avenue, Suite 702
New York, NY 10022
Fax: (212) 246-3039

To you:

Ms. Patsy Trisler
[ADDRESS]

or, to such other address, facsimile number, or email address, as is specified by a party by notice to the other party given in accordance with the provisions of this Paragraph 17 . Any notice given in accordance with the provisions of this Paragraph 17 shall be deemed given (i) three (3) business days after mailing (if sent by certified mail), (ii) one (1) business day after deposit of same with a nationally recognized overnight courier service (if delivered by nationally recognized overnight courier service), or (iii) on the date delivery is made if delivered by hand, facsimile or email.
 
 
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18. Counterparts; Delivery by Facsimile or Email.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by you and the Company and delivered to the other, it being understood that you and the Company need not sign the same counterpart. This Agreement may be executed by facsimile or email signature and a facsimile or email signature shall constitute an original for all purposes.

(b) This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.
 
19. Disclosure and Avoidance of Conflicts of Interest . During the term of this Agreement, you will promptly, fully and frankly disclose to the Company in writing:

(a) the nature and extent of any interest you or your Affiliates (as hereinafter defined) have or may have, directly or indirectly, in any contract or transaction or proposed contract or transaction of or with the Company or any subsidiary or affiliate of the Company;

(b) every office you may hold or acquire, and every property you or your Affiliates may possess or acquire, whereby directly or indirectly a duty or interest might be created in conflict with the interests of the Company or your duties and obligations under this Agreement;

(c) the nature and extent of any conflict referred to in subsection (b) above; and

(d) you acknowledge that it is the policy of the Company that all interests and conflicts of the sort described herein be avoided, and you agree to comply with all policies and directives of the Board from time to time regulating, restricting or prohibiting circumstances giving rise to interests or conflicts of the sort described herein. During the term of this Agreement, without prior written approval of the Board, which approval may be granted or denied in its sole discretion, you shall not enter into any agreement, arrangement or understanding with any other person or entity that would in any way conflict or interfere with this Agreement or your duties or obligations under this Agreement or that would otherwise prevent you from performing your obligations hereunder, and you represent and warrant that you or your Affiliates have not entered into any such agreement, arrangement or understanding.
 
 
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20. Code Section 409A . This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A of the Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations thereunder (the “ Code ”), and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and such payment to comply with Section 409A of the Code.

21. Definitions . For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

Company Business ” means the Company’s business activities and operations as conducted during the term of this Agreement, together with all services provided or planned by the Company or any of its Affiliates, during your relationship with the Company. At the time of entry into this Agreement Company Business is founded around a technology and process: The technology includes an applicator for spraying cells over an area of intact or damaged skin and the process involves the method of collecting and processing autologous cells for use in the applicator, for use in in repair, restorative and cosmetic uses. The Company Business may change from time to time.

Confidential Information ” shall mean any and all information in addition to Trade Secrets used by, or which is in the possession of the Company and relating to the Company’s business or assets specifically including, but not limited to, information relating to the Company’s products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, in each case to the extent that such information is not required to be disclosed by applicable law or compelled to be disclosed by any governmental authority. Notwithstanding the foregoing, the terms “ Trade Secrets ” and “ Confidential Information ” do not include information that (i) is or becomes generally available to or known by the public (other than as a result of a disclosure by you), provided, that the source of such information is not known by you to be bound by a confidentiality agreement with the Company; or (ii) is independently developed by you without violating this Agreement.

Person ” means any natural person, corporation, company, limited or general partnership, joint stock company, joint venture, association, limited liability company, trust, bank, trust company, land trust, business trust or other entity or organization.

Trade Secrets ” shall mean all confidential and proprietary information belonging to the Company (including current client lists and prospective client lists, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information.
 
 
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22. Further Assurances . The parties will execute such further instruments and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

23 . Non-Employee Status; Independent Contractor . The Company and you hereby acknowledge that you are and will be an independent consultant to and not an employee (or person of similar status) of the Company or any of its Affiliates for purposes of the Code and Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended. You acknowledge that you will not be paid any “wages” (as defined in the Code) in respect of the services under this Agreement, and the Company will not withhold any amounts from the consideration paid hereunder for tax purposes.

You shall be solely responsible for all taxes (including penalties and interests thereon) imposed on you by reason of the payment of any compensation, benefits or other amounts payable in respect of the this Agreement or the services under this Agreement, if any, and shall indemnify the Company and its Affiliates for any losses or damages (including reasonable attorneys’ fees) incurred or suffered by the Company or its Affiliates as a result of your failure to pay any such taxes (including any penalties and interest thereon).

24. Governing Law . All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
 
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If you agree to, and accept your engagement in accordance with, the foregoing terms and conditions, please sign a copy of this Agreement where indicated below and return it to the Company.
 
 
Sincerely,
 
     
 
RenovaCare, Inc.
 
       
 
By:
/s/ Thomas Bold  
  Name: Thomas Bold  
  Title: President and Chief Executive Officer  
       
      ACCEPTED AND AGREED
     
this 31 st   day of March 2014
      Patsy Trisler                         
    Patsy Trisler                          
 

                            
 
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EXHIBIT 10.2
 
THIS NONSTATUTORY STOCK OPTION AGREEMENT (“ Agreement ”) is made and entered into as of April 1, 2014, by and between RenovaCare, Inc. a Nevada corporation (the “ Company ”), and Patsy Trisler (“ Recipient ”):

This Agreement has been executed and delivered pursuant to the At-Will Consulting Agreement dated April 1, 2014 (between the Recipient and the Company (the “ Consulting Agreement ”).

In consideration of the covenants herein set forth, the parties hereto agree as follows:
 
1. Option Grant
 
(a)
Date option grant authorized: March 31, 2014 (the “ Grant Date ”)
(b)
Number of shares:         50,000
(c)
Exercise Price:                $1.05
 
o Incentive Stock Options;
x Non-Qualified Stock Options
 
2. Acknowledgements.
 
(a) Recipient is the Vice President – Regulatory & Clinical Affairsof the Company (collectively, the “ Company/Recipient Relationship ”);

(b) The Board of Directors (the “ Board ”) has this day approved the granting of this Option subject to the execution of this Agreement; and

(c) The Board has authorized the granting to Recipient of a non-statutory stock option (“ Option ”) to 50,000 purchase shares (the “ Option Shares ”) of common stock of the Company (“ Common Stock ”) upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “ Securities Act ”).

(d) This Agreement is further subject to the Company’s 2013 Long-Term Incentive Plan (the “ Plan ”).
 
 
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3. Option Shares; Price.
 

The Company hereby grants to Recipient the right to purchase, upon and subject to the terms and conditions herein stated, the Option Shares for cash (or other consideration as is authorized hereunder) at the price per Option Share set forth in Section 1 above (the “ Exercise Price ”), such price being not less than [e.g., 100%] of the fair market value per share of the Option Shares covered by this Option as of the date of grant.

4. Term of Option; Continuation of Service .
 

Subject to the early termination provisions set forth in Sections 7 and 8 of this Agreement, this Option shall expire, and all rights hereunder to purchase the Option Shares shall terminate 10 years from the Grant Date. Nothing contained herein shall be construed to interfere in any way with the right of the Company, or its shareholders, or the Board, to remove or not elect Recipient as an officer and or a director of the Company, or to increase or decrease the compensation of Directors from the rate in effect at the date hereof.

5. Vesting of Option.
 

Subject to the provisions of Sections 7 and 8 of this Agreement, this Option shall become exercisable during the term that Recipient serves in the Company/Recipient Relationship as follows:

a)
10,000 Option Shares shall vest and become exercisable on April 1, 2015;
b)
10,000 Option Shares shall vest and become exercisable on April 1, 2016;
c)
10,000 Option Shares shall vest and become exercisable on April 1, 2017;
d)
10,000 Option Shares shall vest and become exercisable on April 1, 2018;
e)
10,000 Option Shares shall vest and become exercisable on April 1, 2019.

All determinations and calculations with respect hereto shall be made by the Board or any committee thereof to which the Board has delegated such authority, in good faith in accordance with applicable law, the Articles of Incorporation and By-laws of the Company. This Option is an uncertificated security. Accordingly, the Company shall maintain an option registry, consistent with its current practices, for recording the vesting, exercise and termination of the Option.
 
 
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6. Exercise.
 

(a) This Option shall be exercised, as to the vested shares, by delivery to the Company of (a) written notice of exercise stating the number of Option Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Exhibit A hereto, (b) a check or cash in the amount of the Exercise Price of the Option Shares covered by the notice, unless Recipient elects to exercise the cashless exercise option set forth in Section 6(b) below, in which case no payment will be required (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Recipient during his or her lifetime.

(b) Anything herein to the contrary notwithstanding, to the extent and only to the extent vested, the Option may also be exercised (as to the Option Shares vested) at such time by means of a “ cashless exercise ” in which the Recipient shall be entitled to receive a certificate for the number of Option Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A) , where:

(A) equals the closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the Company’s Common Stock is then listed or quoted for trading on the Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company;

(B) equals the Exercise Price of the Option, as adjusted from time to time in accordance herewith; and

(X) equals the number of vested Option Shares issuable upon exercise of this Option in accordance with the terms of this Option by means of a cash exercise rather than a cashless exercise (or, if the Option is being exercised only as to a portion of the shares as to which it has vested, the portion of the Options being exercised at the time the cashless exercise is made pursuant to this Section 6 ).

For purposes of this Agreement:

Trading Day ” means a day on which the Common Stock is traded on a Trading Market.

Trading Market ” means, in order of priority, the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Markets Group, Inc. QB tier, the OTC Bulletin Board or the Pink Sheets.

(c) No fractional shares shall be issued upon exercise of this Option. The Company shall, in lieu of issuing any fractional share, pay the Recipient entitled a sum in cash equal to such fraction multiplied by the then effective Exercise Price.
 
 
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7. Termination of Service.

If the Consulting Agreement is terminated, unless the parties thereto otherwise agree in writing, as of the date of the termination of the Consulting Agreement (the “ Termination Date ”), no further installments of the Option shall vest pursuant to Section 5 , and the maximum number of Option Shares that Recipient may purchase pursuant hereto shall be limited to the number of Option Shares that were vested as of the Termination Date. Thereupon, Recipient shall have the right, subject to Section 8 hereof, at any time within 120 days of the Termination Date (the “ Termination Exercise Period ”) to exercise this Option to the extent vested and purchase Option Shares, to the extent, but only to the extent, that Recipient could have exercised this Option as of the Termination Date; following the expiration of the Termination Exercise Period the remaining unexercised vested Options shall terminate and this Agreement shall be of no further force or effect.

8. Death of Recipient.

If the Recipient shall die during the term of the Consulting Agreement, Recipient’s personal representative or the person entitled to Recipient’s rights hereunder may at any time within the then remaining exercise period, exercise this Option and purchase Option Shares to the extent, but only to the extent, that Recipient could have exercised this Option as of the date of Recipient’s death; following the expiration of the aforesaid then remaining exercise period, this Agreement shall terminate in its entirety and be of no further force or effect.

9. No Rights as Shareholder .

Recipient shall have no rights as a shareholder with respect to the Option Shares covered by any installment of this Option until the effective date of issuance of the Option Shares following exercise of this Option, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates.

10. Recapitalization.

(a) Subdivision or consolidation of shares . Subject to any required action by the shareholders of the Company, the number of Option Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company shall not be deemed having been “effected without receipt of consideration by the Company”.
 
 
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(b) Reorganizations, Mergers etc.

(i) In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “ Reorganization ”):

(1) then, subject to Clause (b)(ii) below, any and all shares as to which the Option had not yet vested shall vest upon the date (the “ Reorganization Vesting Date ”) that the Company provides the Recipient with the Reorganization Notice (as defined below); and provided, however, that there has been no termination of the Consulting Agreement Recipient shall have the right to exercise this Option to the extent of all shares subject to the Option, for a period commencing on the Reorganization Vesting Date and terminating on the date of the consummation of such Reorganization. Unless otherwise agreed to by the Company. The Option shall terminate upon the consummation of the Reorganization and may not be exercised thereafter as to any shares subject thereto. The Company shall notify Recipient in writing (the “ Reorganization Notice ”), at least 30 days prior to the consummation of such Reorganization, of its intention to consummate a Reorganization.
 
(2) anything herein to the contrary notwithstanding, the exercise of the Option or any portion thereof pursuant to this Section 10(b) will be consummated simultaneously with the consummation of the Reorganization. If after the Company provides the Reorganization Notice to the Recipient the Company provides the Recipient with a further written notice notifying the Recipient that the Reorganization will not be consummated, then the Option will return to its status prior to the Reorganization Notice and the shares as to which the Option vested solely by virtue of this Section 10(b)(i) will revert to an unvested status.

(ii) Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a Recipient of Option Shares equal to the Option Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply.

(iii) In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Option Shares within the meaning of this Option.

(iv) To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Recipient shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Option Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class.

(v) The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets.
 
 
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11. Taxation upon Exercise of Option.

Recipient understands that, upon exercise of these Options, Recipient may recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Option Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Option Shares by Recipient shall constitute an agreement by Recipient to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Recipient’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Recipient to make a cash payment to cover such liability as a condition of the exercise of these Options.

12. Modification, Extension and Renewal of Options.

The Board or a duly appointed committee thereof, may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Code and applicable securities laws. Notwithstanding the foregoing provisions of this Section 12 , no modification shall, without the consent of the Recipient, alter to the Recipient’s detriment or impair any rights of Recipient hereunder.

13. Investment Intent; Restrictions on Transfer.

(a) Recipient represents and agrees that if Recipient exercises this Option in whole or in part, Recipient will in each case acquire the Option Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part Recipient (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 of this Agreement) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Option Shares represented this Option are registered under the Securities Act, either before or after the exercise this Option in whole or in part, the Recipient shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.

(b) Recipient further represents that Recipient has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information.
 
(c) Unless and until the Option Shares represented by this Option are registered under the Securities Act, all certificates representing the Option Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:
 
 
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“THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED APRIL 1, 2014, BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.”

and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Option Shares have been placed with the Company’s transfer agent.

14. Stand-off Agreement . Recipient agrees that, in connection with any registration of the Company’s securities under the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company’s securities, Recipient shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Option Shares (other than Option Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period (the “ Restrictive Period ”) as may be specified by the Company or such underwriter or managing underwriter; provided , however , that the Restrictive Period shall not exceed one year following the effective date of registration of such offering.

15. Transfer Restrictions. This Option is not transferable by the Recipient, except as contemplated by Section 8 of this Agreement.

16. Notices. Any and all notices (including, but not limited to the Notice of Exercise) or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address provided to the Company on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the 2 nd Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Recipient, at no charge, at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed and delivered in the State of New York, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein.
 
 
[SIGNATURE PAGE FOLLOWS]
 
 
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IN WITNESS WHEREOF the parties hereto have executed this Stock Option Agreement as of the date first above written.
 
 
RenovaCare, Inc.
 
       
 
By:
/s/ Thomas Bold  
  Name: Thomas Bold  
  Title: President & CEO  
       
  Recipient  
       
  By: /s/ Patsy Trisler  
  Name: Patsy Trisler  
 
(One of the following, as appropriate, shall be signed):
 
I certify that as of April 1, 2014, I am not married.
By his or her signature, the undersigned spouse of the Recipient named herein hereby agrees, as of April 1, 2014, to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT.
 
 
 
_____________________________
Patsy Trisler , Recipient
Recipient’s Spouse:
 
 
_____________________________
Print Name:
 
 
 
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