Exhibit
10.67


 


AMENDMENT
TO CONVERTIBLE PROMISSORY NOTE


 


This
Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of January 15, 2018, by and
between St. George Investments LLC, a Utah limited liability company (“Lender”),
and BioRestorative Therapies, Inc., a Delaware corporation (“Borrower”).
Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Second Exchange Note
(as defined below).


 


A. Pursuant
to that certain Note Purchase Agreement by and between Holder and Company dated January 3, 2017 (the “Purchase Agreement”),
Company issued to Holder a certain Promissory Note in the original principal amount of $242,000.00 and having an original issue
date of January 3, 2017 (the “Original Note”).


 


B. On
August 2, 2017, Holder and Company exchanged the Original Note for a new Promissory Note in the original principal amount of $242,000.00
and having an original issue date of January 3, 2017 (as amended, the “First Exchange Note”).


 


C. On
October 17, 2017, Holder and Company exchanged the First Exchange Note for a new Promissory Note in the original principal amount
of $245,764.44 and having an original issuance date of January 3, 2017 (the “Second Exchange Note”).


 


D. Borrower
has requested that Lender extend the Maturity Date of the Second Exchange Note (the “Extension”).


 


E. Lender
has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to grant the Extension.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:


 


1. Recitals.
Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and
are hereby incorporated into and made a part of this Amendment.


 


2. Extension.
The first sentence of the Second Exchange Note is deleted in its entirety and replaced with the following:


 


“FOR
VALUE RECEIVED, BioRestorative Therapies, Inc., a Delaware corporation (“Borrower”),
promises to pay to St. George Investments LLC, a Utah limited liability company,
or its successors or assigns (“Lender”), $245,764.44 and any interest, fees, charges, and late fees on March
1, 2018 (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding
Balance at the rate of eight percent (8%) per annum from the Exchange Date (as defined below) until the same is paid in full.”


 






    	 



     


    

 


3. Affirmation
of Second Exchange Note Balance. The Second Exchange Note shall be and remain in full force and effect in accordance with
its terms and is hereby ratified and confirmed in all respects. Borrower and Lender agree that the outstanding balance of the
Second Exchange Note as of the date hereof is $250,927.11.


 


4. Representations
and Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors
and assigns, hereby acknowledges, represents, warrants and agrees as follows:


 


(a)
Borrower has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants
contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or
registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the
performance of any of the obligations of Borrower hereunder.


 


(b)
There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or
prior to the date of this Amendment which would or could materially and adversely affect the understanding of Lender
expressed in this Amendment or any representation, warranty, or recital contained in this Amendment.


 


(c)
Except as expressly set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of
this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner
release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the
Transaction Documents.


 


(d)
Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or
causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in
any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was
taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in
accordance with, pursuant to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any
such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of
action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived,
discharged and released. Borrower hereby acknowledges and agrees that the execution of this Amendment by Lender shall not
constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or
precedent upon which any claim or liability may be asserted.


 


(e)
Borrower represents and warrants that as of the date hereof no Events of Default or other material breaches exist under the
Transaction Documents or have occurred prior to the date hereof.


 






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5. Certain
Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever
has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Second Exchange
Note granted herein.


 


6. Other
Terms Unchanged. The Second Exchange Note, as amended by this Amendment, remains and continues in full force and effect, constitutes
legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference
to the Second Exchange Note after the date of this Amendment is deemed to be a reference to the Second Exchange Note as amended
by this Amendment. If there is a conflict between the terms of this Amendment and the Second Exchange Note, the terms of this
Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power,
or remedy of Lender under the Second Exchange Note, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment
shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Second Exchange Note.


 


7. No
Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity
holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives,
officers, directors, or employees except as expressly set forth in this Amendment and the Transaction Documents and, in making
its decision to enter into the transactions contemplated by this Amendment, Borrower is not relying on any representation, warranty,
covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than
as set forth in this Amendment.


 


8. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart
of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.


 


9. Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated
hereby.


 


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of page intentionally left blank; signature page follows]


 






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Exhibit
10.67


 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.


 


	 	BORROWER:
	 	 	 
	 	BIORESTORATIVE THERAPIES, INC.
	 	 	 
	 	By:
    	                      
	 	Name:
    	 
	 	Title:
    	 


 


	 	LENDER:
	 	 	 
	 	St. George Investments LLC
	 	 	 
	 	By:
    	Fife
    Trading, Inc., its Manager
	 	 	 
	 	By:
	 
	 	 	John
    M. Fife, President


 


[Signature
page to Amendment to Convertible Promissory Note]