Exhibit
10.67


 


THIS
PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED
OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE “ACT”). 


 


BIORESTORATIVE
THERAPIES, INC.


 


DECEMBER
14, 2016


 


PROMISSORY
NOTE


 


BIORESTORATIVE
THERAPIES, INC., a Delaware corporation (the “Company”), in consideration for SIXTY THOUSAND DOLLARS ($60,000)
received, hereby promises to pay to JOHN M. DESMARAIS (the “Holder”) at the offices of the Company, 40
Marcus Drive, Suite One, Melville, New York 11747, the principal sum of SIXTY-FIVE THOUSAND DOLLARS ($65,000) (the “Principal
Amount”), without interest, on January 31, 2017 (the “Maturity Date”) in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the payment of public and private debts.


 


1.
Registered Owner. The Company may consider and treat the person in whose name this Note shall be registered as the
absolute owner thereof for all purposes whatsoever (whether or not this Note shall be overdue) and the Company shall not be affected
by any notice to the contrary. Subject to the provisions hereof, the registered owner of this Note shall have the right to transfer
it by assignment and the transferee thereof, upon its registration as owner of this Note, shall become vested with all the powers
and rights of the transferor. Registration of any new owner shall take place upon presentation of this Note to the Company at
its offices together with the Note Assignment Form attached hereto duly executed. In case of transfers by operation of law, the
transferee shall notify the Company of such transfer and of its address, and shall submit appropriate evidence regarding the transfer
so that this Note may be registered in the name of the transferee. This Note is transferable only on the books of the Company
by the Holder on the surrender hereof, duly endorsed. Communications sent to any registered owner shall be effective as against
all holders or transferees of this Note not registered at the time of sending the communication.


 


2.
Events of Default. If (a) the Company shall make a general assignment for the benefit of creditors; (b) the Company
shall be adjudicated a bankrupt or insolvent; (c) the Company shall file a voluntary petition in bankruptcy or a petition or an
answer seeking an arrangement with creditors; (d) the Company shall take advantage of any bankruptcy, insolvency or readjustment
of debt law or statute or file an answer admitting the material allegations of a petition filed against it in any proceeding under
any such law; (e) the Company shall apply for or consent to the appointment of a receiver, trustee or liquidator for all or substantially
all of its assets; or (f) the Company shall have an involuntary case commenced against it under the Federal bankruptcy laws, which
case is not dismissed or stayed within sixty (60) days (each an “Event of Default”), then, at any time thereafter
and unless such Event of Default shall have been cured or shall have been waived in writing by the Holder, the Holder may, by
written notice to the Company, declare the entire unpaid Principal Amount of this Note then outstanding to be forthwith due and
payable, whereupon the same shall become forthwith due and payable (provided that under no circumstances shall any interest on
the Principal Amount be payable for the period through the Maturity Date).


 




    	 	 	 



     


    


 


3.
Interest; Costs of Collection. In the event the Company shall default in the payment of this Note, then the Company
shall pay, in addition to the unpaid Principal Amount, interest at the rate of one percent (1%) per month on the unpaid Principal
Amount, effective with the day following the Maturity Date, together with the costs and expenses incurred in effecting collection
hereunder, including reasonable attorneys’ fees.


 


4.
Investment Intent. The Holder, by its acceptance hereof, hereby represents and warrants that this Note is being
acquired for investment purposes only and without a view to the distribution thereof, and may be transferred only in compliance
with the Act.


 


5.
Transfer to Comply with the Securities Act of l933. This Note may not be sold or otherwise disposed of except as
follows: (a) to a person or entity to whom this Note may legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto; or (b) to any person or entity upon delivery of a prospectus then
meeting the requirements of the Act relating to such securities and the offering thereof for such sale or disposition, and thereafter
to all successive assignees.


 


6.
Lost, Stolen or Destroyed Note. In the event that the Holder notifies the Company that this Note has been lost,
stolen or destroyed and provides (a) a letter, in form satisfactory to the Company, to the effect that it will indemnify the Company
from any loss incurred by it in connection therewith, and/or (b) an indemnity bond in such amount as is reasonably required by
the Company, the Company having the option of electing either (a) or (b) or both, the Company may, in its sole discretion, accept
such letter and/or indemnity bond in lieu of the surrender of this Note as required by the terms hereof.


 


7.
Notices. All notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or
courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One, Melville, New York 11747, Attention:
Secretary, or such other address as the Company may designate in writing to the Holder; and if given by the Company, addressed
to the Holder at the address of the Holder shown on the books of the Company.


 


8.
Applicable Law; Jurisdiction. This Note is issued under, and shall for all purposes be governed by and construed
in accordance with, the laws of the State of New York, excluding choice of law principles thereof. The Company and, by its acceptance
of this Note, the Holder hereby irrevocably consent and submit to the exclusive jurisdiction of any federal or state court located
within Nassau or Suffolk County, New York over any dispute arising out of or relating to this Note and each party hereby irrevocably
agrees that all claims in respect of such dispute or any legal action related thereto may be heard and determined in such courts.
Each of the Company and the Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection
that it or he may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient
forum for the maintenance of such dispute.


 




    	 	 	 



     


    


 


9.
Interpretation. The Company and, by its acceptance of this Note, the Holder acknowledge that they have been represented
by counsel, or afforded the opportunity to be represented by counsel, in connection with this Note. Accordingly, any rule of law
or any legal decision that would require the interpretation of any claimed ambiguities in this Note against the party that drafted
it has no application and is expressly waived by the Company and the Holder. The provisions of this Note shall be interpreted
in a reasonable manner to give effect to the intent of the Company and the Holder.


 


10.
Miscellaneous. This Note evidences the entire obligation of the Company with respect to the repayment of the Principal
Amount hereof and the other matters provided for herein. No provision of this Note may be modified except by an instrument in
writing signed by the Company and the Holder. Payment of the Principal Amount shall be made to the registered Holder of this Note
on or after the Maturity Date contemporaneous with and upon presentation of this Note for payment. No interest shall be due on
this Note for such period of time that may elapse between the Maturity Date and its presentation for payment.


 


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IN
WITNESS WHEREOF, the Company has caused this Note to be signed on its behalf, in its corporate name, by its duly authorized
officer, all as of the day and year first above written.


 


	 	BIORESTORATIVE
    THERAPIES, INC.
	 	 	 
	 	By:	 
	 	 	Mark
    Weinreb
	 	 	Chief
    Executive Officer


 




    	 	 	 



     


    


 


BIORESTORATIVE
THERAPIES, INC.


 


PROMISSORY
NOTE


 


NOTE
ASSIGNMENT FORM


 


FOR
VALUE RECEIVED 


 


The
undersigned _____________________________ (please print or typewrite name of assignor) hereby sells, assigns and transfers unto
______________________________________________________________________


(please
print or typewrite name, address and social security or taxpayer identification number, if any, of assignee) the within Promissory
Note of BioRestorative Therapies, Inc., dated December 14, 2016, in the original principal amount of $65,000 and hereby authorizes
the Company to transfer this Note on its books.


 


	If
    the Holder is an individual:	 	If
    the Holder is not an individual:
	 	 	 	 
	 	 	 	 
	Name(s)
    of Holder 	 	Name
    of Holder
	 	 	 	 
	 	 	By:	 
	Signature
    of Holder	 	 	Signature
    of Authorized Representative
	 	 	 	 
	 	 	 	 
	Signature,
    if jointly held	 	Name
    and Title of Authorized Representative
	 	 	
	 	 	 	 
	Date	 	Date	 


 


	 	 	
	 	(Signature(s)
    guaranteed)