SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2020, by and between BRAIN SCIENTIFIC INC., a Nevada corporation, with headquarters located at 125 Wilbur Place, Suite 170, Bohemia, NY 11716 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
BRAIN SCIENTIFIC INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Brain Scientific Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Joseph Gunnar & Co., LLC is acting as representative (in such capacity, the “Representative”), (i) an aggregate of (a) [●] shares of common stock (the “Firm Shares”), par value $0.001 per share, of the Company (the “Common Stock”) and (b) [●] pre-funded warrants to purchase [●] shares of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrants”); and (ii) [●] warrants to purchase [●] shares of Common Stock (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by each Underwriter is set forth opposite its name on Schedule A hereto. The Company also pro
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 1, 2020, by and between Brain Scientific Inc., a Nevada corporation, with headquarters located at 125 Wilbur Place, Suite 170, Bohemia, NY 11716, (the “Company”) and Diamond Investment Group II LLC, a Nevada limited liability company, with its address at 3495 Lakeside Drive, Suite 1279, Reno, NV 89509 (the “Buyer”).
FORM OF CERTIFICATED WARRANT COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC.Common Stock Purchase Warrant • February 10th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brain Scientific, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regi
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Brain Scientific Inc. • March 20th, 2023 • Surgical & medical instruments & apparatus • Nevada
THIS 50.0% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 50.0% Original Issue Discount Senior Secured Convertible Debentures of Brain Scientific Inc., a Delaware corporation (the “Company”), having a place of business at 6700 Professional Parkway, Lakewood Ranch, FL 34240, designated as its 50.0% Original Issue Discount Senior Secured Convertible Debenture due June 10, 2023 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
Broker-Dealer AgreementBroker-Dealer Agreement • November 25th, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Brain Scientific Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 23, 2020 (the “Effective Date”):
COMMON STOCK PURCHASE WARRANT (WARRANT A) BRAIN SCIENTIFIC, INC.Brain Scientific Inc. • September 29th, 2020 • Surgical & medical instruments & apparatus • Nevada
This COMMON STOCK PURCHASE WARRANT (WARRANT A) (the “Warrant”) certifies that, for value received (in connection with the issuance of the $600,000.00 aggregate amount of convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the issuance hereof, to purchase from BRAIN SCIENTIFIC, Inc., a Nevada corporation (the “Company”), up to 705,882 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated September 22, 2020, b
COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC.Brain Scientific Inc. • March 20th, 2023 • Surgical & medical instruments & apparatus • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the earlier of the Maturity Date of the Debenture issued to Holder or the closing of a Qualified Offering (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 14, 2029 (if no Qualified Offering has been consummated occurred on or prior to the Maturity Date of the Debentures) or the date that is five years and six months following the closing of the Qualified Offering (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Brain Scientific Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under
ContractBrain Scientific Inc. • January 7th, 2020 • Surgical & medical instruments & apparatus • Nevada
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRAIN SCIENTIFIC, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • December 31st, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • Colorado
THIS SECURITY AGREEMENT is entered into as of this 28th day of December 2020, by and among BRAIN SCIENTIFIC INC. (“Debtor”), and AUCTUS FUND, LLC (“Secured Party”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC.Brain Scientific Inc. • February 10th, 2023 • Surgical & medical instruments & apparatus • New York
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [PURCHASER] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brain Scientific Inc., a Nevada corporation (the “Company”), up to [___________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to ele
WARRANT AGENT AGREEMENTWarrant Agreement • February 10th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2023 (the “Issuance Date”) is between Brain Scientific Inc. a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 12th, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET MAY DEVELOP FOLLOWING THIS OFFERING.
COMMON STOCK PURCHASE WARRANT (WARRANT A) BRAIN SCIENTIFIC INC.Brain Scientific Inc. • December 31st, 2020 • Surgical & medical instruments & apparatus • Nevada
This COMMON STOCK PURCHASE WARRANT (WARRANT A) (the “Warrant”) certifies that, for value received (in connection with the issuance of the $300,000.00 senior secured promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the issuance hereof, to purchase from BRAIN SCIENTIFIC Inc., a Nevada corporation (the “Company”), up to 250,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated December 28, 2020, by and among the Com
COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC.Brain Scientific Inc. • November 12th, 2020 • Surgical & medical instruments & apparatus • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the person(s) named on the signature page of this Warrant or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BRAIN SCIENTIFIC INC., a Nevada corporation (the “Company”), of a certain number of shares as set forth above (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
ContractBrain Scientific Inc. • January 7th, 2020 • Surgical & medical instruments & apparatus • Nevada
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2019, is entered into by and between Brain Scientific, Inc., a Nevada corporation, (the “Company”), and Vista Capital Investments, LLC (the “Buyer”).
BRAIN SCIENTIFIC INC. STOCK OPTION AGREEMENTStock Option Agreement • September 27th, 2018 • Brain Scientific Inc. • Medicinal chemicals & botanical products • New York
WHEREAS, as of September 21, 2018, the Company adopted the 2018 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of options to purchase shares of common stock, no par value (“Common Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and
BRAIN SCIENTIFIC, INC. CONVERTIBLE PROMISSORY NOTEBrain Scientific Inc. • February 16th, 2022 • Surgical & medical instruments & apparatus • New York
FOR VALUE RECEIVED BRAIN SCIENTIFIC, INC., a company organized under the laws of the State of Nevada (the “Company”), hereby promises to pay to _______________________________ (the “Payee”), or its registered assigns, the principal amount of [Principal Amount] ($[Amount]USD) in accordance with the provisions of this Convertible Promissory Note (as amended, modified and supplemented from time to time, this “Note” and together with all other Notes issued in the Note Issuance (as defined below) or upon transfer or exchange, the “Notes”). Capitalized terms not defined in this Note shall have the meaning ascribed to them in the Securities Purchase Agreement, dated as of __________________, among the Company and the purchasers party thereto (the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENT (the “Agreement”), dated January 30, 2020 (the “Effective Date”), by and between Brain Scientific Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and Vadim Sakharov (the “Executive”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • September 27th, 2018 • Brain Scientific Inc. • Medicinal chemicals & botanical products • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of September 21, 2018 (this “Agreement”), by and among Brain Scientific Inc., a Nevada corporation (formerly known as All Soft Gels Inc.; “Parent”), AFGG Acquisition Corp., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and Memory MD Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each a “Party” and referred to collectively herein as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
ASSIGNMENT AGREEMENTAssignment Agreement • October 7th, 2021 • Brain Scientific Inc. • Surgical & medical instruments & apparatus
WHEREAS I, Vadim Sakharov (herein “Assignor”), in consideration of my prior employment and my past director position with Brain Scientific Inc., a Nevada corporation with an address at 125 Wilbur Place, Suite 170 Bohemia, NY 11716 (“Brain Scientific”), and MemoryMD Inc., a Delaware corporation and the wholly-owned subsidiary of Brain Scientific (“Memory MD”) hereby assign or confirm any previous assignment of the full and exclusive right, title and interest in and to Proprietary Information and Inventions (each as defined herein) to Memory MD and its successors and assigns.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2022 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of _______________, by and between Brain Scientific, Inc., a Nevada corporation with its headquarters located at 6700 Professional Parkway, Lakewood Ranch, FL 34240 (the “Company”), and the investors from time to time signatory hereto (the “Purchasers”).
ContractLoan Forgiveness Agreement • July 6th, 2018 • All Soft Gels Inc • Medicinal chemicals & botanical products • Nevada
LOAN FORGIVENESS AGREEMENT (this “Agreement”), dated as of May 10, 2018, by and between ALL SOFT GELS INC., a Nevada corporation (“ASG”), and Richard Clausing, an individual with an address at 3330 Valcrest Dr #A, Salt Lake City, Utah 84119 (“Clausing”).
BRAIN SCIENTIFIC INC. CONVERTIBLE PROMISSORY NOTEBrain Scientific Inc. • February 11th, 2019 • Surgical & medical instruments & apparatus • New York
This Note is a convertible promissory note referred to in that certain Subscription Agreement dated as of the date hereof (the “Subscription Agreement”), or series of like subscription agreements, among the Company and the subscribers named therein, pursuant to which the Company is seeking to raise an aggregate of up to $500,000 (or such higher amount in the discretion of the Company).
Employment AgreementEmployment Agreement • January 30th, 2019 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 25, 2019 (the “Commencement Date”), by and between Brain Scientific Inc., a Nevada corporation (the “Company”) and Jesse W. Crowne (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 25th, 2019 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
Since inception, we have not established any revenues or operations that will provide financial stability in the long term, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among BRAIN SCIENTIFIC INC., a Nevada corporation, BRSF ACQUISITION INC., a Delaware corporation, And PIEZO MOTION CORP., a Delaware corporation June 11, 2021Agreement and Plan of Merger and Reorganization • June 16th, 2021 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of June 11, 2021(the “Signing Date”), by and among Brain Scientific Inc., a Nevada corporation (the “Parent”), BRSF Acquisition Inc., a Delaware corporation (the “Acquisition Subsidiary”) and Piezo Motion Corp., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
Brain Scientific Aims to Expand into the EU Market, Retains Registration Firm in EuropeBrain Scientific Inc. • November 17th, 2020 • Surgical & medical instruments & apparatus
NEW YORK, Nov. 17, 2020 – via InvestorWire – Brain Scientific Inc. (OTCQB: BRSF), a neurology-focused medical device and software company, has entered into an agreement with Europe’s leading certification and compliance company AFINA s.r.o. The agreement specifies that AFINA will act as an authorized representative for Brain Scientific in the European Union and assist with registering Brain Scientific’s advanced EEG solutions in 32 countries in the European market.
BRAIN SCIENTIFIC INC. NON-CONVERTIBLE PROMISSORY NOTEBrain Scientific Inc. • October 25th, 2019 • Surgical & medical instruments & apparatus • New York
This Note is a non-convertible promissory note referred to in that certain Subscription Agreement dated as of the date hereof (the “Subscription Agreement”), or series of like subscription agreements, among the Company and the subscribers named therein, pursuant to which the Company is seeking to raise an aggregate of up to $500,000 (or such higher amount in the discretion of the Company).
November __, 2022Letter Agreement • February 14th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus
You are being sent this letter (the “Letter Agreement”) as the current holder of warrants (the “Warrants”) issued to you on ________________ by Brain Scientific Inc. (the “Company”) entitling you to purchase _______ shares of common stock of the Company. Reference is made to transaction documents entered into by and among the Company and _____________ pursuant to which you acquired the Warrants (the “Transaction Documents”).
ContractLoan and Compensation Forgiveness Agreement • July 6th, 2018 • All Soft Gels Inc • Medicinal chemicals & botanical products • Nevada
LOAN AND COMPENSATION FORGIVENESS AGREEMENT (this “Agreement”), dated as of May 10, 2018, by and between ALL SOFT GELS INC., a Nevada corporation (“ASG”), and Gene Nelson, an individual with an address at 3904 West 3930 South, Salt Lake City, Utah 84128 (“Nelson”).
February 13, 2023 By email:Brain Scientific Inc. • February 14th, 2023 • Surgical & medical instruments & apparatus
You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering (the “Private Placement Offering”) whereby the Company sold to you pursuant to a Securities Purchase Agreement dated June 10, 2022 (the “SPA”) certain 10.0% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) and warrants (“Warrants”) to purchase common stock of the Company. In connection with the Offering (as defined and described below), you are being asked to amend certain provisions included in the SPA and Debentures and exchange your Warrants for common stock of the Company as further described below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the SPA, Debentures, and Warrants as applicable.
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 14th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus
This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) is entered into as of February 13, 2023, by and between Bigger Capital Fund LP (“Purchaser”), and Brain Scientific, Inc., a Nevada corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Warrant (as defined below).
You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering (the “Private Placement Offering”) whereby the Company sold to you pursuant to a Securities Purchase...Brain Scientific Inc. • March 20th, 2023 • Surgical & medical instruments & apparatus
This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement, including without limitation, the Debentures and the Warrants. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law principles. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
