ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”) is made and entered into effective as of January 24, 2024 (the “Effective Date”) by and between BIGGER CAPITAL FUND, LP, in its individual capacity and as Agent for the Secured Parties (as defined below) (“Assignor”) and ADITXT, INC., a Delaware corporation (“Assignee”). Seller (as defined below) and each of the Secured Parties acknowledges and consents to this Assignment and all of its terms, the transactions herein contemplated and effected, as evidenced by their respective signatures below.

WHEREAS, Brain Scientific Inc., a Nevada corporation (“Brain”) issued a series of 10.0% Original Issue Discount Senior Secured Convertible Debentures on June 13, 2022, in the aggregate principal amount of $5,659,500 (the “Secured Debentures”) to the debtholders including Assignor that are set forth on Exhibit A hereto (the “Secured Parties”), which Secured Debentures were secured by, among other things, (i) that certain Security Agreement dated as of June 13, 2022 by and among Brain, Brainscientific Inc., a Nevada corporation (f/k/a/ Memory MD Inc.) (“Brainscientific”), Piezo Motion Corp., a Delaware corporation (“Piezo”), and the Secured Parties, pursuant to which the Secured Parties appointed Assignor as agent on behalf of the Secured Parties to act as specified therein (in such capacity, the “Agent”), and (ii) those certain Grants of Security Interests for Patents made by Brain, Brainscientific and Piezo respectively in favor of Assignor in its capacity as Agent, each effective as of May 18, 2023, pursuant to which Brain, Brainscientific and Xxxxx granted security interests in certain patents to Assignor in its capacity as Agent;

WHEREAS, in addition, Brain issued a series of 50.0% Original Issue Discount Senior Secured Convertible Debentures on March 14, 2023, in the aggregate principal amount of $400,000 to Assignor, District 2 Capital Fund LP and Walleye Opportunities Master Fund Ltd (the “2023 Debentures” and together with the Secured Debentures, the “Debentures”);

WHEREAS, Xxxxxx X. xxx Xxxxx (“Seller”), is the assignee of Brain, Brainscientific, Piezo and Discovery Technology International, Inc., a Delaware corporation (“Discovery”, and together with Brain, Brainscientific and Piezo, collectively, the “Companies”) under certain Assignments, each dated June 6, 2023, pursuant to Chapter 727, Florida Statutes (the “Assignments”);

WHEREAS, on June 15, 2023, Seller filed Petitions for Assignment for the Benefit of Creditors for each Company in the Circuit Court, Twelfth Judicial Circuit, in and for Sarasota County, Florida (the “Court”), and such cases are being administered under cases nos. 2023-CA-005049NC (for Brain), 2023-CA-005053NC (for Brainscientific), 2023-CA-005057NC (for Piezo) and 2023-CA-005056NC (for Discovery);

WHEREAS, Seller and Assignor in its individual capacity and in its capacity as the Agent (in such capacity, the “Buyer”) have entered into that certain Asset Purchase and Settlement Agreement dated October 31, 2023, a true and accurate copy of which is attached as Exhibit B hereto (the “Asset Purchase and Settlement Agreement”);

WHEREAS, in consideration of the issuance by Assignee of 6,000 shares of its Series B-1 Convertible Preferred Stock to the Secured Parties pursuant to and in accordance with a certain Securities Purchase Agreement to be entered into between Assignee and the Secured Parties as purchasers, in the form annexed hereto as Exhibit C (the “Aditxt SPA”), Assignor desires to assign its rights and obligations as Buyer under the Asset Purchase and Settlement Agreement to Assignee and Assignee desires to assume the rights and obligations of Assignor as Buyer under the Asset Purchase and Settlement Agreement; and

WHEREAS, Section 9.3 of the Asset Purchase and Settlement Agreement provides that the prior written consent of Seller is required to effect an assignment of Buyer’s rights and obligations thereunder.

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

1. Assignor hereby assigns, sets over and transfers to Assignee, without express or implied warranty or representation of any kind, and without recourse in any event, all of the Assignor’s right, title and interest in and to the Asset Purchase and Settlement Agreement in its capacity as the Buyer thereunder.

2. Assignee hereby accepts the assignment of the Asset Purchase and Settlement Agreement and hereby assumes all of the obligations, covenants and agreements on the part of the Buyer under the Asset Purchase and Settlement Agreement to be paid, performed or observed by the Buyer. Assignee shall hold harmless, indemnify, and defend Assignor against any and all claims, expenses and costs incurred by Assignor resulting from any default by Assignee in the performance of its obligations under the Asset Purchase and Settlement Agreement assumed hereunder.

3. This Assignment Agreement and the interpretation and enforcement thereof, shall be governed by the laws of the State of Delaware.

[Signature Pages Follow]

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	ASSIGNOR:
	Bigger Capital Fund, LP, in its individual capacity and as Agent
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Member of the GP

	ASSIGNEE:
	Aditxt, Inc.
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Chief Executive Officer

Acknowledged and Agreed:

SELLER:

/s/ Xxxxxx X. xxx Xxxxx

Xxxxxx X. xxx Xxxxx as Assignee for the Benefit of Creditors
of the Companies

Date: January 24, 2024

[Signature Pages Continue]

[Signature Page to Assignment and Assumption Agreement]

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Acknowledged and Agreed:

SECURED PARTIES:

Alpha Sherpa Capital Limited				District 2 Capital Fund LP
By:	/s/ Xxxxxx Xxxxxxx			By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxxx			Name:	Xxxxxxx Xxxxxx
	Title:	CEO			Title:	Managing Member of the GP

Walleye Opportunities Master Fund Ltd				Orca Capital GMBH
By:	/s/ Xxxxxxx Xxxxxxx			By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxxxx			Name:	Xxxxxx Xxxxx
	Title:	CEO of the Manager			Title:	Managing Director

/s/ Xxxxx Xxxxx		/s/ Xxxxxxx Xxxxxxx
Xxxxx Xxxxx		Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxxxxx		/s/ X. Xxxxx Xxxxxxx
Xxxxxxx Xxxxxxxxx		W. Xxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
/s/ Xxxxx Xxxx
Xxxxx Xxxx
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxx

[Signature Page to Assignment and Assumption Agreement]

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Exhibit A

Secured Parties

1. Alpha Sherpa Capital Limited

2. Bigger Capital Fund, LP

3. Walleye Opportunities Master Fund Ltd

4. Xxxxx Xxxxx

5. Xxxxxxx Xxxxxxxxx

6. Xxxxx Xxxxxxx Xxxxx

7. District 2 Capital Fund LP

8. Xxxxx Xxxx

9. Xxxx Xxxxxxxxx

10. Xxxxxxx Xxxxxxx & Xxxxxx Xxxxxxx

11. Orca Capital GMBH

12. Xxxxxxx Xxxxxxx

13. X. Xxxxx Xxxxxxx

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Exhibit B

Asset Purchase and Settlement Agreement

(attached)

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Exhibit C

Aditxt SPA

(attached)

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