AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • 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.
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
SUBLEASE AGREEMENTSublease Agreement • September 27th, 2018 • Brain Scientific Inc. • Medicinal chemicals & botanical products • New York
This Sublease Agreement (“Sublease”), dated as of May 9, 2017, is by and between Memory MD, Inc., a Delaware corporation, having an office at 205 East 42nd Street, 14th Floor, New York, New York 10017 (“Sublandlord”) and Nano Graphene Inc., a Florida corporation, having an office at 205 East 42nd Street, 14th Floor, New York, New York 10017 (“Subtenant”).
ContractShareholder Agreement • September 27th, 2018 • Brain Scientific Inc. • Medicinal chemicals & botanical products • New York
AGREEMENT (this “Agreement”), dated as of September 21, 2018, by and between Brain Scientific Inc., a Nevada corporation (formerly known as All Soft Gels Inc.; the “Company”) and Amer Samad (the “Controlling Shareholder”).
Patent Assignment and License Back AgreementPatent Assignment and License Back Agreement • September 27th, 2018 • Brain Scientific Inc. • Medicinal chemicals & botanical products • New York
This PATENT ASSIGNMENT AND LICENSE BACK AGREEMENT (this “Agreement”), dated as of May __, 2018, is entered into by and among (a) Boris Goldstein (“BG”), with an address at 205 E. 42nd Street, 14th Floor, New York, New York 10017, Dmitriy Prilutskiy (“DP”), residing at 533-81 Zelenograd, Moscow 124498, Russia, Stanislav Zabodaev (“SZ” and, collectively with BG and DP, the “Assignors”; each of BG, DP and SZ sometimes, an “Assignor”), residing at 18-127 Leningradskaja, Solnechnogorsk 141503, Russia, (b) Memory MD, Inc., a Delaware corporation (“Assignee”) and (c) Medical Computer Systems Ltd. of Moscow, Russia (“MCSL”). Assignors, Assignee and MCSL are each sometimes referred to herein as a “Party” and collectively as the “Parties” to this Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 27th, 2018 • Brain Scientific Inc. • Medicinal chemicals & botanical products • New York
This Assignment and Assumption Agreement (this “Assignment”) is executed and delivered effective as of September 20, 2018, by Brain Scientific Inc. (f/k/a All Soft Gels Inc.), a Nevada corporation (“Assignor”) and Chromium 24 LLC, a Delaware limited liability company (“Assignee”).
