BRAIN SCIENTIFIC, INC. CONVERTIBLE PROMISSORY NOTEBrain Scientific Inc. • October 7th, 2021 • 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 [Holder] (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 October 1, 2021, among the Company and the purchasers party thereto (the “Purchase Agreement”).
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.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 7th, 2021 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
This amendment TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), effective as of the 1st of October, 2021 (the “Effective Date”), is made 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.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 7th, 2021 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 1, 2021, by and between Brain Scientific Inc., a Nevada corporation (“Assignor”), and MemoryMD, Inc., a Delaware corporation (“Assignee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 7th, 2021 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • Delaware
This Executive Employment Agreement (the “Agreement”) is made and entered into this 1st day of October, 2021, by and between Brain Scientific Inc. (together with any and all parent and subsidiary entities, “Company”) and Hassan Kotob (“Executive”).
