0001493152-24-026344 Sample Contracts

Second Amendment To Employment Agreement
Employment Agreement • July 5th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design

This Second Amendment To Employment Agreement (this “Amendment”) is dated June 28, 2024 (the “Amendment Effective Date”) by and between Brand Engagement Network, Inc. (“Employer”) and Michael Zacharski (“Executive”) for the purpose of amending that certain Employment Agreement by and between Employer and Executive, effective August 16, 2023, and as amended on April 22, 2024 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

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FIRST AMENDMENT TO OPTION AGREEMENT
Option Agreement • July 5th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design

This First Amendment to Option Agreement (this “Amendment”) is hereby made and entered into as of June 28, 2024 (the “Effective Date”), by and between Brand Engagement Network Inc. (the “Company”) and Michael Zacharski (the “Participant”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in that certain Option Agreement, dated March 15, 2023, by and between the Company and the Participant, and the corresponding Stock Option Grant Notice (collectively, the “Option Agreement”) and in the Blockchain Exchange Network, Inc. 2021 Equity Incentive Plan (the “Plan”).

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • July 5th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design

This Debt Conversion Agreement (the “Agreement”) is entered into effective as of June 30, 2024 (the “Effective Date”) by and between October 3rd Holdings, LLC, a Wyoming limited liability company (“Lender”) and Brand Engagement Network Inc., a Wyoming corporation (the “Borrower”), with reference to the following facts:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 5th, 2024 • Brand Engagement Network Inc. • Services-computer integrated systems design • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2024, between Brand Engagement Network Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

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