Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

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”).

INTRODUCTION

WHEREAS, the Assignor contemplates entering into a business combination on the date hereof, pursuant to which, among other things, Piezo Motion Corp., a Delaware corporation, (“Piezo”) will merge with a newly-formed wholly-owned subsidiary of the Assignor with Piezo as the surviving corporation (the “Business Combination”);

WHEREAS, in preparation for the transactions contemplated by the Business Combination, the Assignor is required to contribute and assign any and all rights, title, and interest to all assets and liabilities, to the extent assignable, which pertain to the operations of Assignor, in effect or in existence as of immediately prior to the consummation of the Exchange (collectively, the “Assets and Liabilities”); and

WHEREAS, Assignee wishes to irrevocably accept the contribution and assignment of the Assets and Liabilities, on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises, warranties and covenants set forth herein, Assignee and Assignor hereby agree as follows:

1. Assignor hereby assigns, transfers, contributes and conveys to Assignee, and its successors and assigns, all of the Assets and Liabilities and all of the rights of Assignor pursuant thereto and in connection therewith, and Assignee hereby irrevocably accepts and assumes such assignment, transfer, contribution and conveyance, and agrees to perform all of Assignor’s obligations and to satisfy each liability thereof.

2. Assignor and Assignee each hereby covenants that it will, whenever and as reasonably requested by the other, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the other may reasonably require in order to complete, insure and perfect the transfer, conveyance, contribution and assignment to Assignee of all the right, title and interest of the Company in and to the Assets and Liabilities hereby assigned, transferred, contributed and conveyed, or intended so to be. Assignee hereby covenants that it will, whenever and as reasonably requested by Assignor, do, execute, acknowledge and deliver any and all such other and further documents, acts and deeds as shall be required in connection with the assumption of liabilities and obligations of Assignor contemplated by Section 1 hereof.

3. Assignor’s interest in the Assets and Liabilities is being acquired by the Assignee on an AS IS WHERE IS basis and Assignor makes no representations thereto or any other matter.

4. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns.

5. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all Parties need not sign the same counterpart. Facsimile or .pdf execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the State of New York, without regard to the conflicts of law principles thereof.

6. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes in its entirety any other agreement relating to or granting any rights with respect to the subject matter hereof.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed this Assignment and Assumption Agreement as of the date first written above.

Exhibit 10.2

NEITHER THIS NOTE NOR THE SECURITIES UNDERLYING THIS NOTE, NOR ANY SECURITIES ISSUABLE UPON ITS CONVERSION, IF ANY, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION HEREOF OR THEREOF. NEITHER THIS NOTE, NOR THE SECURITIES UNDERLYING THIS NOTE NOR ANY SECURITIES ISSUABLE UPON ITS CONVERSION, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

BRAIN SCIENTIFIC, INC.

CONVERTIBLE PROMISSORY NOTE

Dated: October 1, 2021 (“Issuance Date”)

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”).

Certain capitalized terms are defined in Section 9 hereof.

1. Interest Rate. This Note bears an annualized interest rate of ten percent (10%) payable upon maturity or a conversion of the Note and shall begin accruing on such date as the initial funds shall have been distributed pursuant to the terms of the Escrow Agreement. All interest accruing hereunder shall be paid-in-kind on the last day of each calendar month by capitalizing and adding such amount to the outstanding principal balance of this Note, which amount shall thereafter constitute principal hereunder.

2. Maturity Date. The entire principal amount of this Note shall be due and payable on April 1, 2023 (such date, the “Maturity Date”).

3. Conversion.

(a) Mandatory Conversion.

(i) This Note shall automatically convert into shares of Common Stock or Units, as provided herein, immediately upon the earliest to occur of (a) the listing of the Common Stock on NASDAQ (the “Uplist”), and (b) a Subsequent Qualified Financing Date. For purposes of this Note, a “Unit” shall mean the combination of Common Stock and warrants to purchase Common Stock offered by the Company in any financing occurring simultaneously with the Uplist (“Simultaneous Uplist Unit Offering”). For purposes of this Note, “Subsequent Qualified Financing Date” shall mean the date on which the Company shall have received proceeds in excess of $5,000,000.00 from a transaction or series of related transactions occurring prior to the Maturity Date, including, but not limited to, equity financings, business combinations or other issuances of the Company’s equity securities (not including the transactions contemplated by the Purchase Agreement).

(ii) If this Note is being converted in connection with an Uplist, and no Simultaneous Uplist Unit Offering shall have occurred, this Note shall be convertible into a number of shares of Common Stock equal to the quotient of (I) the outstanding aggregate principal amount of this Note plus accrued but unpaid interest thereon, divided by (II) the lesser of (a) $0.90 and (b) the greater of (x) $0.20 and (y) eighty percent (80%) of closing price for the Common Stock on the Trading Day prior to the date of the Uplist.

(iii) If this Note is being converted in connection with an Uplist, and a Simultaneous Uplist Unit Offering shall have occurred, this Note shall be convertible into a number of Units equal to the quotient of (I) the outstanding aggregate principal amount of this Note plus accrued but unpaid interest thereon, divided by (II) the lesser of (a) $0.90 and (b) the greater of (x) $0.20 and (y) eighty percent (80%) of the per Unit price in the Simultaneous Uplist Unit Offering,.

(iv) If this Note is being converted upon a Subsequent Qualified Financing Date, this Note shall be convertible into a number of shares of Common Stock equal to the quotient of (I) the outstanding aggregate principal amount of the Note plus accrued but unpaid interest thereon, divided by (II) the lesser of (a) $0.90 and (b) the greater of (x) $0.20 and (y) eighty percent (80%) of the VWAP for the Common Stock for the five (5) consecutive Trading Days immediately preceding such Subsequent Qualified Financing Date.

(v)  In connection with any conversion of this Note pursuant to this Section 3(a), the Company will deliver a dated and signed notice of conversion (the “Company Notice of Conversion”), the form of which is attached to this Note as Exhibit A-1, notifying the Payee of the conversion.

(b) Voluntary Conversion.

(i) The Holder shall have the right (subject to the conversion limitations set forth in Section 3(c)(viii) hereof) from time following the date hereof to convert all or any part of the outstanding and unpaid principal and interest under this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the date hereof, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Voluntary Conversion Price (as defined below).

(ii) If this Note is being converted pursuant to this Section 3(b), this Note shall be convertible into a number of shares of Common Stock equal to the quotient of (I) the outstanding aggregate principal amount of the Note plus accrued but unpaid interest thereon, divided by (II) the lesser of (a) $0.90 and (b) the greater of (x) $0.20 and (y) eighty percent (80%) of the VWAP for the Common Stock for the five (5) consecutive Trading Days immediately preceding the applicable conversion date (the “Voluntary Conversion Price”).

(iii) In connection with any conversion of this Note pursuant to this Section 3(b), the Holder will deliver to the Company a dated and signed notice of conversion (the “Holder Notice of Conversion”), the form of which is attached to this Note as Exhibit A-2, notifying the Company of the proposed conversion. If no date of conversion is specified in a Holder Notice of Conversion, the date of conversion shall be the date that such Holder Notice of Conversion is deemed delivered hereunder.

(c) General Conversion Provisions.

(i) No fractional shares shall be issued upon a conversion and all fractional shares shall be rounded up to the nearest whole share of Common Stock.

(ii) As soon as possible after a conversion has been effected (but in any event within five (5) Trading Days), the Company shall deliver to the Payee a certificate or certificates representing the shares and warrants (in the case of any conversion of this Note into Units) issuable by reason of such conversion in such name or names and such denomination or denominations as the then Payee has specified in writing to the Company, or if not so specified, in one (1) certificate and in the name of the then Payee.

(iii) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon written request of the then Payee and its compliance with the provisions contained in Section 1.1 and in this Section 3(xii), the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Payee by crediting the account of such Payee’s broker with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system.

(iv) The issuance of Common Stock or Units upon conversion of this Note shall be made without charge to the then Payee in respect thereof or other cost incurred by the Company in connection with such conversion. Upon conversion of this Note, the Company shall take all such actions as are necessary to ensure that the Common Stock or warrants (in the case of any conversion of this Note into Units) issuable upon conversion of the Note shall be validly authorized and available for issue, fully paid and nonassessable.

(v) The Company shall not close its books against the transfer of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company).

(vi) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon conversion hereunder, such number of shares of Common Stock issuable upon conversion of this Note. All shares of Common Stock issuable upon conversion of this Note shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges other than those occurring as a result of the actions or non-actions of the holder. The Company shall take all such actions as may be reasonably necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of the Trading Market for the Common Stock.

(vii) The shares of Common Stock or shares of Common Stock underlying warrants, if any (in the case of any conversion of this Note into Units) issuable upon conversion of this Note may not be sold or transferred unless (a) such shares or shares underlying the warrants are sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”) or (b) the Company or its transfer agent shall have been furnished with an opinion of counsel reasonably acceptable to the Company to the effect that the shares or shares underlying such warrants to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (c) such shares or warrants are sold or transferred pursuant to Rule 144 of the 1933 Act, or other applicable exemption. Until such time as the shares of Common Stock or shares underlying the warrants have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction including as to the amount of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock or shares underlying warrants that is not included in an effective registration statement or that have not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION.”

(viii) The Company shall not effect any conversion of principal and/or interest of this Note, and a Holder shall not have the right to the conversion of any principal and/or interest of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates, and any persons acting as a group together with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c)(viii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3(c)(viii), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 3(c)(viii), shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(c)(viii), to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

4. Method of Payments.

(i) Payment. So long as the Payee or any of its registered assigns shall be the holder of this Note, and if this Note has not previously been converted, the Company will pay all outstanding principal and accrued but unpaid interest becoming due on this Note held by the Payee or any of its registered assigns not later than 1:00 p.m. New York time, on the date such payment is due hereunder, in immediately available funds, in accordance with the payment instructions attached hereto on Schedule 4(i), without the presentation or surrender of this Note or the making of any notation thereon. Any payment made after 4:00 p.m. New York time, on a Business Day will be deemed made on the next following Business Day. If the due date of any payment in respect of this Note would otherwise fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day. All amounts payable under this Note shall be paid free and clear of, and without reduction by reason of, any deduction, set-off or counterclaim. The Company will afford the benefits of this Section to the Payee and to each other Person holding this Note.

(ii) Transfer and Exchange. Upon surrender of any Note for registration of transfer or for exchange to the Company, in accordance with the terms hereof, at its principal office, the Company at its sole expense will execute and deliver in exchange therefor a new Note or Notes, as the case may be, as requested by the holder or transferee, which aggregate principal amount is equal to the unpaid principal amount of such Note, registered as such holder or transferee may request; provided that this Note may not be transferred by Payee to any Person other than Payee’s affiliates without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). The issuance of new Notes shall be made without charge to the holder(s) of the surrendered Note for any issuance tax in respect thereof or other cost incurred by the Company in connection with such issuance, provided that each Noteholder shall pay any transfer taxes associated therewith. The Company shall be entitled to regard the registered holder of this Note as the holder of the Note so registered for all purposes until the Company or its agent, as applicable, is required to record a transfer of this Note on its register.

(iii) Replacement. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Note and, in the case of any such loss, theft or destruction of any Note, upon receipt of an indemnity reasonably satisfactory to the Company or, in the case of any such mutilation, upon the surrender and cancellation of such Note, the Company, at its expense, will execute and deliver, in lieu thereof, a new Note of like tenor and dated the date of such lost, stolen, destroyed or mutilated Note.

5. Redemption. Prior to the date of any Uplist or the Maturity Date, this Note may be redeemed in full by the Company following three (3) days’ notice to the Payee, by paying in full the then outstanding principal amount plus any accrued but unpaid interest owing hereunder without any premium or other payment.

6. Covenants of the Company. The Company covenants and agrees as follows:

(i) Use of Proceeds. The Company shall use the net proceeds received in the Offering only for working capital purposes and not to redeem or make any payment on account of any securities of the Company other than as provided in Schedule 1 attached hereto.

(ii) Notes. All Notes issued under the Purchase Agreement shall be on the same terms and shall be in substantially the same form as this Note. All cash payments to the holder of any Note shall be made to all holders of Notes, pro rata, based on the outstanding aggregate principal amount of each such holder’s Note to the aggregate principal amount of all Notes outstanding at such time.

7. Events of Default. If any of the following events take place before or on the Maturity Date or the date of full conversion of this Note (each, an “Event of Default”), holders owning 50.1% of the aggregate principal amount of all Notes then outstanding may declare an Event of Default by providing written notice thereof to the Company, all outstanding aggregate principal and accrued but unpaid interest on this Note and the other Notes outstanding immediately due and payable; provided, however, that this Note shall automatically become due and payable:

(i) Company fails to make payment of the full amount due under this Note upon the tender of such Note following the Maturity Date, which failure to make payment continues for a period of five (5) days after receipt by the Company of written notice from the Noteholder of such default; or

(ii) Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

(iii) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within sixty (60) days) under any bankruptcy statute then in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar person) is appointed to take possession, custody or control of any property of the Company;

(iv) Company dissolves, liquidates or ceases business activity, or transfers any major portion of its assets other than in the ordinary course of business; provided that this paragraph (ix) shall not apply to any contemplated real estate transaction; or

(v) Company breaches any material covenant or agreement on its part contained herein and such breach has not been remedied within twenty (20) days after receipt by the Company of written notice from the Noteholder of such breach.

8. Definitions.

“Business Day” means a day (other than a Saturday or Sunday) on which banks generally are open in New York, New York for the conduct of substantially all of their activities.

“Common Stock” means the Company’s common stock, par value $0.001 per share.

“Noteholder” or “Payee” with respect to any Note including this Note, means at any time each Person then the record owner thereof and “Noteholders” or “Payees” means all of such Noteholders or Payees, collectively.

“Note Issuance” or “Offering” shall mean the private placement by the Company of its 10% Convertible Promissory Notes issued by the Company to the Payee and other purchasers of Notes (each Note in substantially the form of this Note) in the original principal amount not to exceed $______ in the aggregate.

“Person” means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity.

“Trading Day” means any day that shares of Common Stock are traded on the  Trading Market.

“Trading Market” shall mean the principal securities exchange or trading market where the  Common Stock is listed or traded, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), the New York Stock Exchange, or the NYSE American, or any successor to such markets.

“VWAP” means, for any Trading Day, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such Trading Day (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected by mutual agreement of the Company and Noteholders owning no less than 50.1% of the then aggregate principal amount of the Notes outstanding.

9. Expenses of Enforcement, etc. The Company agrees to pay all reasonable fees and expenses incurred by the Payee in connection with any amendments, modifications, waivers, extensions, renewals, renegotiations or “workouts” of the provisions hereof or incurred by the Payee in connection with the enforcement or protection of its rights in connection with this Note, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of one (1) legal counsel that represents all Noteholders (“Fees and Expenses”). The Company indemnifies the Payee and its directors, managers, affiliates, partners, members, officers, employees and agents against, and agrees to hold the Payee and each such person and/or entity harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Payee or any such person and/or entity arising out of, in any way connected with, or as a result of the consummation of the loan evidenced by this Note and the use of the proceeds thereof or any claim, litigation, investigation or proceedings relating to any of the foregoing, whether or not the Payee or any such person and/or entity is a party thereto other than any loss, claim, damage, liability or related expense incurred or asserted against the payee or any such person on account of the payee’s or such person’s gross negligence or willful misconduct. Notwithstanding the foregoing, with respect to the indemnification obligations of the Company hereunder, (i) the Company’s aggregate liability under this Note to the Payee shall not exceed the outstanding aggregate principal amount of this Note (this limitation does not apply to Fees and Expenses), and (ii) indemnified liabilities shall not include any liability of any indemnitee arising out of such indemnitee’s gross negligence or willful or intentional misconduct. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

10. Amendment and Waiver. The provisions of this Note may only be modified, amended or waived by the written consent of the Company and the holder or, whether or not agreed to by the holder, with the written consent of the Company and holders of a majority of the aggregate principal amount of all Notes then outstanding.

11. Remedies Cumulative. No remedy herein conferred upon the Payee is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

12. Remedies Not Waived. No course of dealing between the Company and the Payee or any delay on the part of the Payee in exercising any rights hereunder shall operate as a waiver of any right of the Payee.

13. Assignments. The Payee may assign, participate, transfer or otherwise convey this Note and any of its rights or obligations hereunder to any affiliate of Payee and to any other Person that the Company consents to (such consent not to be unreasonably withheld or delayed), and this Note shall inure to the benefit of the Payee’s successors and permitted assigns. The Company shall not assign or delegate this Note or any of its liabilities or obligations hereunder.

14. Headings. The headings of the sections and paragraphs of this Note are inserted for convenience only and do not constitute a part of this Note.

15. Severability. If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

16. Cancellation. After all principal, premiums (if any) at any time owed on this Note have been paid in full, or this Note has been converted this Note will be surrendered to the Company for cancellation and will not be reissued.

17. Governing Law; Jurisdiction. This Note and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Note shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York, New York. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements.

18. Maximum Legal Rate. If at any time an interest rate applicable hereunder exceeds the maximum rate permitted by law, such rate shall be reduced to the maximum rate so permitted by law.

19. Place of Payment. Unless otherwise stated herein, payments of principal and interest shall be delivered to the holder of this Note at the address provided by the Payee in the Purchase Agreement, or at such other address as such Noteholder has specified by prior written notice to the Company.

20. Notice. Where this Note provides for notice of any event or otherwise, such notice shall be given (unless otherwise herein expressly provided) in writing and either (a) delivered personally, (b) sent by certified, registered or express mail, postage prepaid or (c) sent by facsimile or other electronic transmission, and shall be deemed given when so delivered personally, sent by facsimile or other electronic transmission (confirmed in writing) or mailed. Notices shall be addressed, if to the Company, to its then principal office, or if to the Holder, to its address as provided in the Purchase Agreement or such other address as may be specified by the Holder in a written notice delivered to the Company under this Section 20.

21. WAIVER OF JURY TRIAL. THE PAYEE AND THE COMPANY EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND/OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.

22. No Recourse Against Others. The obligations of the Company under this Note are solely obligations of the Company and no officer, employee, stockholder or director of the Company shall be liable for any failure by the Company to pay amounts on this Note when due or perform any other obligation.

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IN WITNESS WHEREOF, the Company has executed and delivered this Promissory Note on the date first written above.

ACCEPTED AND AGREED TO BY PAYEE

ON THE DATE FIRST WRITTEN ABOVE

EXHIBIT A-1

COMPANY NOTICE OF CONVERSION

[Payee]
[Address]

Brain Scientific, Inc. (the “Company”), the issuer of that certain 10% Convertible Promissory Note, issued on September 9, 2021 (the “Note”), hereby notifies you as holder of such Note that in accordance with Section 3(a) thereof the outstanding principal balance of the Note plus accrued but unpaid interest thereon in the aggregate amount of $ will be converted into [_______ shares of common stock, par value $0.001 of the Company][Units of the Company consisting of [_______ ] shares of common stock, par value $0.001, and warrants entitling you to purchase [_______ ] shares of common stock, par value $0.001 at a per share price of $__ and expiring on [date]] and issued to you in satisfaction in full of all amounts owing under the Note. Upon receipt of such [shares][Units] (including in book-entry form at the Company’s transfer agent), the Note shall be cancelled.

Dated: / / 20

EXHIBIT A-2

HOLDER NOTICE OF CONVERSION

Brain Scientific, Inc.

6700 Professional Parkway

Lakewood Ranch, Florida

Attention: Bonnie-Jeanne Gerety

Email: Bjgerety@piezomotion.com

The undersigned, _______________, as holder of that certain 10% Convertible Promissory Note, issued by Brain Scientific, Inc. (the “Company”) on September __, 2021 (the “Note”), hereby notifies the Company that in accordance with Section 3(b) thereof, that it wishes to convert $________ of the outstanding principal balance of the Note and $________ of accrued but unpaid interest thereon, into _______ shares of common stock, par value $0.001 of the Company, at a per share price of $______ , in satisfaction of such amount owing under the Note. Upon receipt of such shares (including in book-entry form at the Company’s transfer agent), the portion of the Note being so converted shall be cancelled.

Dated: / / 20

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

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”).

WHEREAS, Executive and Piezo Motion Corp. (“Piezo”) entered into that certain Executive Employment Agreement dated as of April 30, 2020 (the “Original Employment Agreement”);

WHEREAS, on June 11, 2021 Company entered into an Agreement and Plan of Merger and Reorganization with Piezo and BRSF Acquisition Inc., a wholly-owned subsidiary of Company (“Merger Sub”) pursuant to which Merger Sub will be merged with and into Piezo, Merger Sub will cease to exist and Piezo will survive as a wholly-owned subsidiary of Company (the “Merger”); and

WHEREAS, as a condition to and contemporaneous with the consummation of the Merger, (a) Executive and Piezo wish to terminate the Original Employment Agreement and (b) Executive and Company wish to enter into an employment agreement such that Executive shall serve as the Executive Chair and Chief Executive Officer of Company in accordance with the terms and conditions stated below;

NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the parties agree as follows:

1. Title; Role; Duties.

(a) Subject to the terms and conditions of this Agreement, Company shall employ Executive as its Executive Chairman and CEO and appoint Executive to the Board of Directors of Company (“Board”) beginning on the Commencement Date described in Section 2 of this Agreement. Executive accepts such employment and appointment upon the terms and conditions set forth herein. Executive agrees to endeavor to fulfill and satisfy the duties and responsibilities that are customary for such position taking into consideration the size of Company, the industry and location in which Company operates and such other applicable conditions. During Executive’s employment, Executive shall devote the majority of Executive’s business time, energies and efforts to the business and affairs of Company, and shall act in conformity in all material respects with the written policies and as the Board reasonably directs at all times. For the avoidance of doubt, Executive may (i) serve on corporate boards (or other similar governing bodies of other business enterprises or organizations), (ii) serve on corporate, industry or governmental advisory boards (or other similar consultative or advisory bodies), (iii) serve on civic, political or charitable boards (or similar governing bodies) or engage in civic, charitable or political activities, and (iv) manage his personal investments, and serve as an executor, trustee, or in a similar fiduciary capacity in connection therewith, provided in each case that such activities do not, individually or in the aggregate, materially conflict or interfere with the performance of Executive’s duties under this Agreement. Executive shall be permitted to work and provide services in such locations as he deems appropriate, including in the Miami, FL vicinity.

(b) Executive shall serve as a member of the Board of Directors of Company (including, for the avoidance of doubt, all subsidiaries of Brain Scientific Inc.) for so long as he either is employed by Company (including, for the avoidance of doubt, employment by any subsidiary of Brain Scientific Inc.) or owns 2% or more of the outstanding equity of the Brain Scientific Inc.

2. Term of Employment.

(a) Term. Subject to the terms hereof, Executive’s employment hereunder shall commence on or before September 10, 2021 (the “Commencement Date”), and shall continue until terminated hereunder by either party.

(b) Termination. Notwithstanding anything else contained in this Agreement, Executive’s employment hereunder shall terminate upon the earliest to occur of the following:

(i) Death. Immediately upon Executive’s death.

(ii) Termination by Company.

(A) If because of Executive’s Disability (as defined in Section 2(c) below), upon written notice by Company to Executive that Executive’s employment is being terminated as a result of Executive’s Disability, which termination shall be effective on the date of such notice or such later date as specified in writing by Company;

(B) If for Cause (as defined in Section 2(d) below), upon written notice by Company to Executive that Executive’s employment is being terminated for Cause and that sets forth the factual basis supporting the alleged Cause, which termination shall be effective on the latest of the date of such notice, the end of the applicable cure period, as set forth in Section 2(d) below, or such later date as specified in writing by Company; provided that if Executive has cured the circumstances giving rise to Cause as set forth in Section 2(d) below, then such termination shall not be effective; or

(C) If by Company for reasons other than Disability or Cause, upon written notice by Company to Executive that Executive’s employment is being terminated, which termination shall be effective on the date of such notice or such later date as specified in writing by Company.

(iii) Termination by Executive.

(A) If for Good Reason (as defined in Section 2(e) below), upon written notice by Executive to Company that Executive is terminating Executive’s employment for Good Reason and that sets forth the factual basis supporting the alleged Good Reason, which termination shall be effective on the date of such notice or such later date as specified in writing by Executive; or

(B) If without Good Reason, written notice by Executive to Company that Executive is terminating Executive’s employment, which termination shall be effective at least ten (10) days after the date of such notice; provided that Executive and Company may agree upon an earlier effective date.

(c) Definition of “Disability”. For purposes of this Agreement, “Disability” shall mean Executive’s incapacity or inability to perform Executive’s duties and responsibilities as contemplated herein for a continuous period of at least one hundred eighty (180) days because Executive’s physical or mental health has become so impaired as to make it impossible or impractical even with reasonable accommodation for Executive to perform the duties and responsibilities contemplated hereunder.

(d) Definition of “Cause”. As used herein, “Cause” shall mean: (i) Executive’s engagement in willful misconduct or gross negligence in connection with the performance of his material duties hereunder, which, in each case, is materially injurious to Company; (ii) Executive’s conviction (after the exhaustion of all available appeals) of (A) any felony or (B) any crime involving embezzlement, knowing misappropriation of funds, or fraud with respect to Company or otherwise in his capacity as an employee of Company or member of the Board; (iii) Executive’s material breach of the Confidentiality Agreement (as defined below) or similar written agreement enter into by Executive and Company; or (iv) Executive’s material breach of this Agreement; provided that if the circumstance(s) in subsection (i), (iii), or (iv) is (or are) capable of being cured, Company has first provided Executive with written notice setting forth in reasonable detail the circumstance(s) that Company alleges constitute(s) “Cause” and Executive has failed to cure such circumstance(s) within a period of thirty (30) days after the date of receipt of such written notice.

(e) Definition of “Good Reason”. As used herein, “Good Reason” shall mean the occurrence of any of the following conditions without Executive’s written consent: (i) a relocation of Executive’s principal business location to a location more than twenty (20) miles from Executive’s then-current business location; (ii) a material diminution in Executive’s title, duties, authority or responsibilities; (iii) a reduction in Executive’s Base Salary; (iv) a material diminution of Executive’s benefits as in effect at any point in time; (iv) any requirement that Executive report to any supervisor other than the Board; (v) a material diminution in the budget over which Executive retains authority; or (vi) a material breach by Company of this Agreement or any other written agreement between Executive and Company. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Reason, and failure to adhere to such conditions in the event of Good Reason shall not disqualify Executive from asserting Good Reason for any subsequent occurrence of Good Reason.

3. Compensation.

(a) Base Salary. Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of three hundred and ninety thousand dollars ($390,000.00). The Base Salary shall be payable in substantially equal periodic installments in accordance with Company’s payroll practices as in effect from time to time. Company shall deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates. The Board or an appropriate committee thereof shall review the Base Salary at least annually and may increase, but not decrease, the Base Salary, and the Base Salary shall be adjusted so as to maintain a positive difference of not less than 115% of the base salary of any other employee, officer, or consultant of Company.

(b) Annual Bonus. Executive shall be eligible to receive an annual bonus, which shall be payable in cash or equity as Executive and the Board mutually agree (the “Annual Bonus”). The amount and milestones for each year’s Annual Bonus shall be agreed to by Executive and the Board (or an appropriate committee thereof) no later than thirty (30) days prior to the beginning of the applicable year (or such later time as Company and Executive mutually agree in writing); and upon achievement of the milestones, the Annual Bonus shall be at least two hundred fifty thousand dollars ($250,000). The Annual Bonus shall be paid to Executive as soon as administratively practicable after the end of, but in no event later than March 15^th of the calendar year immediately following, the calendar year in which it was earned. Company shall deduct from the Annual Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates. For the current calendar year, Executive shall be eligible for the full amount of the Annual Bonus taking into account services rendered to Piezo prior to the Commencement Date, subject to the terms and conditions described above.

(c) [RESERVED]

(d) Paid Time Off. Executive shall be entitled to an annual paid vacation of five weeks each year, accruing monthly on a pro rata basis (or any greater number of days offered generally to executives of Company). Executive also shall be entitled to customary sick and personal leave time in accordance with Company policies then in effect, as may be amended from time to time.

(e) Benefits. Executive shall be entitled to participate in all benefit/welfare plans and fringe benefits provided to senior executives or Company, if and when Company offers such plans and benefits, subject to the terms of each applicable plan. Company shall not amend, modify or discontinue any benefit plans or fringe benefits without written approval of Executive or as may be required by applicable law. If Company does not have provide health benefits, long-term disability, short-term disability and/or life insurance (such life insurance to be in an amount of at least $5,000,000), Company shall reimburse Executive for the reasonable expenses Executive incurs in obtaining such benefits personally. Additionally, the Company shall reimburse you for the reasonable expenses incurred in connection with your obtaining an executive physical examination on an annual basis.

(f) Reimbursement of Expenses. Company shall reimburse Executive for all ordinary and reasonable out-of-pocket business expenses incurred by Executive in furtherance of Company’s business in accordance with Company’s policies with respect thereto as in effect from time to time. Such business expenses shall include reimbursement of payments of rent and associated office expenses in connection with Executive maintaining an office for Company in the region of Miami, Florida. Executive shall be entitled to travel in business class. Company shall reimburse Executive for all reasonable costs and expenses he incurs that are associated with his involvement with Company, including without limitation any associated legal and accounting costs and expenses. Executive must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred.

(g) Indemnification. Executive shall be entitled to indemnification with respect to Executive’s services to Company pursuant to applicable law, the By-Laws and charter of Company, and any applicable directors and officers (“D&O”) liability insurance policy of Company. If not already obtained as of the date hereof, Company shall obtain, within thirty (30) days of the date hereof, from financially sound and reputable insurers D&O liability insurance policy in an amount of at least $10,000,000 and on terms and conditions satisfactory to Executive and shall use commercially reasonable efforts to cause such insurance policy to be maintained until such time as Executive agrees in writing that such insurance should be discontinued. If any such D&O liability insurance policy is terminated, lapses or is not renewed for any reason, Company shall notify Executive in writing promptly (and in any event within two business days). If Executive is not already a party to an indemnification agreement with Company, Company and Executive shall enter into an Indemnification Agreement in the form attached to this Agreement as Exhibit A.

(h) Information Rights. For so long as Executive owns 2% or more of the outstanding equity of Company, Company shall deliver to Executive:

Notwithstanding the foregoing, if any investor in or lender to Company obtains rights to receive information about Company that are more expansive or on terms more favorable to the recipient than the above, then Executive shall have the option in his sole discretion to receive the same such other information rights without regard to any status as a “Major Investor” or any other conditions, whether based on threshold shareholdings or otherwise.

4. Payments upon Termination.

(a) Definition of Accrued Obligations. For purposes of this Agreement, “Accrued Obligations” means the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment with Company and has not yet been paid, any Annual Bonus previously earned by Executive but not yet paid, any accrued and unused vacation or sick or personal leave, and the amount of any expenses properly incurred by Executive on behalf of Company prior to any such termination and not yet reimbursed. Executive’s entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this Agreement.

(b) Termination by Company for Cause, by Executive without Good Reason, or as a Result of Executive’s Disability or Death. If Executive’s employment hereunder is terminated by Company for Cause, by Executive without Good Reason, or as a result of Executive’s Disability or death, then Company shall pay the Accrued Obligations to Executive promptly following the effective date of such termination and shall not be eligible for payments or benefits described in Section 4(c) below.

(c) Termination by Company without Cause or by Executive For Good Reason. In the event that Executive’s employment is terminated by action of Company other than for Cause, Disability or death, or Executive terminates Executive’s employment for Good Reason, then, in addition to the Accrued Obligations, Executive shall receive the following:

(i) Severance Payments. Payment in an amount equal to Executive’s then-current Base Salary until such date that is the later of the (A) three (3) year anniversary of the date of the Commencement Date and (b) twelve (12) month anniversary of the effective date of such termination (the “Continuation Period”), less customary and required taxes and employment-related deductions, paid in one lump sum amount within thirty (30) days following the effective date of termination from employment, provided that if the 30th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payment shall be made in such subsequent calendar year.

(ii) Severance Bonus. Payment of a severance bonus in an amount equal to a pro rata portion of the target Annual Bonus to which Executive may have been entitled for the year in which Executive’s employment terminates, less customary and required taxes and employment-related deductions, paid in one lump sum amount within thirty (30) days following the effective date of termination from employment, provided that if the 30th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payment shall be made in such subsequent calendar year.

(iii) Acceleration of Vesting. All stock options, restricted stock and other equity issued or granted to, or purchased by, Executive that were subject to vesting shall immediately and automatically become fully vested and immediately exercisable.

(iv) Benefits Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company shall continue to provide Executive health insurance coverage at no cost to Executive, until the earlier to occur of (A) the last day of the Continuation Period or (B) the date Executive elects to participate in the group health plan of another employer. Subject to Company’s obligation under COBRA to provide timely notice, Executive shall bear responsibility for applying for COBRA continuation coverage.

(d) Release Agreement. Company shall not be obligated to pay Executive the severance payments or benefits described in this Section 4 unless Executive has executed, no later than sixty (60) days following Executive’s separation from service, a release agreement in substantially the form attached hereto as Exhibit B.

(e) COBRA. If the payment of any COBRA or health insurance premiums by Company on behalf of Executive as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the COBRA premiums paid by Company shall be treated as taxable payments (subject to customary and required taxes and employment-related deductions) and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If Company determines in its sole discretion that it cannot provide the COBRA benefits described herein under Company’s health insurance plan without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Company shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the sum of the monthly (or then remaining) COBRA premiums that Executive would be required to pay to maintain Executive’s group health insurance coverage in effect on the separation date for the remaining portion of the period for which Executive shall receive the payments described in Section 4(b) or 4(c) above.

5. Confidentiality; Inventions Assignment. In light of the competitive and proprietary aspects of the business of Company, and as a condition of employment hereunder, Company and Executive shall enter into a Confidentiality and Inventions Assignment Agreement in the form attached to this Agreement as Exhibit C.

6. Property and Records. Upon the termination of Executive’s employment hereunder, or if Company otherwise requests in writing, Executive shall: (i) return to Company all tangible business information and copies thereof, and (ii) deliver to Company any property of Company which may be in Executive’s possession, including, but not limited to, cell phones, smart phones, laptops, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same; provided, however, that the provisions of this Section 6 will not prohibit (A) retention of any documents relating to Executive’s compensation, benefits from or ongoing obligations to Company or any of its affiliates, including this Agreement and any exhibits, appendices or attachments, or (B) copies of any information reasonably required for tax preparation purposes and copies of any contacts, calendars and personal correspondence.

7. Taxation.

(a) The intent of the parties is that payments and benefits under this Agreement comply with or otherwise be exempt from Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be either exempt from or in compliance therewith, so that it shall not cause adverse tax consequences for Executive with respect to Section 409A, and any successor statute, regulation and guidance thereto. Executive acknowledges and agrees that Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including but not limited to consequences related to Section 409A.

(b) In the event that the payments or benefits set forth in Section 4 of this Agreement constitute “non-qualified deferred compensation” subject to Section 409A, then the following conditions apply to such payments or benefits:

(i) Any termination of Executive’s employment triggering payment of benefits under Section 4 of this Agreement must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Company at the time Executive’s employment terminates), any such payments under Section 4 of this Agreement that constitute deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(b) shall not cause any forfeiture of benefits on Executive’s part, but shall only act as a delay until such time as a “separation from service” occurs.

(ii) Notwithstanding any other provision with respect to the timing of payments under Section 4 of this Agreement if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” of Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under Section 4 of this Agreement which are subject to Section 409A (and not otherwise exempt from its application) shall be withheld until the first (1^st) business day of the seventh (7^th) month following the termination of Executive’s employment, at which time Executive shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section 4 of this Agreement.

(c) It is intended that each installment of the payments and benefits provided under Section 4 of this Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Section 409A, or the payment of increased taxes, excise taxes or other penalties under Section 409A. The parties intend this Agreement to be in compliance with Section 409A.

(d) All reimbursements that would be considered nonqualified deferred compensation under Section 409A and provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

(e) If any payment or benefit Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives pursuant to a change of control or sale of Company (for purposes of this Section 7(e), a “Payment”) would: (i) constitute a “parachute payment” within the meaning of Section 280G the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either: (A) the full amount of such Payment; or (B) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employments taxes, income taxes and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. With respect to subsection (B), if there is more than one method of reducing the payment as would result in no portion of the Payment being subject to the Excise Tax, then Executive shall determine which method shall be followed, provided that if Executive fails to make such determination within thirty (30) days after Company has sent Executive written notice of the need for such reduction, Company may determine the amount of such reduction in its reasonable discretion. The determination as to whether and to what extent payments under this Agreement or otherwise are required to be reduced in accordance with this Section 7(e) shall be made at Company’s expense by an nationally or regionally recognized accounting firm that both Executive and Company agree upon (the “Accountants”). In the event that any payments under this Agreement or otherwise are required to be reduced as described in this Section 7(e), the adjustment will be made, first, by reducing the cash severance, if any, due to the Executive pursuant to Section 4(c) and/or 4(e) of this Agreement, as applicable; and second, if additional reductions are necessary, by reducing the COBRA continuation benefits due to the Executive under Sections 4(c) of this Agreement, as applicable. In the event that there has been any underpayment or overpayment under this Agreement or otherwise as determined by the Accountants, the amount of such underpayment or overpayment shall forthwith be paid to the Executive or refunded to Company, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

8. Conflicting Agreements. Company acknowledges that Executive may have obligations to prior employers to safeguard and not use the confidential information of those companies and related matters.  Company expects Executive to honor such obligations and that Executive has not taken any documents, electronic information or any other confidential information from any previous employer, and that Executive has returned (or deleted if so instructed) such information.  Executive also acknowledges that Executive shall not use in the performance of Executive’s responsibilities for Company any proprietary business or technical information, materials or documents of a former employer, or otherwise disclose or use any former employer’s confidential information.  

9. General.

(a) Notices. Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; or (iii) by certified or registered mail, return receipt requested, upon verification of receipt.

The last known address in Company’s records or such other address as Executive may specify in writing, with a copy to (provided that delivery of such copy shall not constitute notice to Executive for purposes of this Agreement):

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Attn: Laurence P. Naughton, Esq.

Email: LPNaughton@mintz.com

Brain Scientific Inc.

125 Wilbur Place, Suite 170

Bohemia, NY 11716

Attn: Board of Directors

or to such other Company representative as Company may specify in writing, with a copy to:

[Name]

[Address]

[Address]

Attn:

Email:

(b) Modifications; Amendments; Waivers; Consents. The terms of this Agreement may be modified or amended only by written agreement executed by Executive and Company. The terms of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

(c) Assignment. Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of Company’s business or that aspect of Company’s business in which Executive is principally involved. Executive may not assign Executive’s rights and obligations under this Agreement without the prior written consent of Company; provided that if Executive should die, all amounts due following Executive’s death, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

(d) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state and U.S. federal courts located in the State of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state or U.S. federal courts located in the State of Delaware, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(e) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

(f) Entire Agreement. This Agreement, together with the other agreements specifically referenced herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

(g) Survivorship. The respective rights and obligations of the parties to this Agreement shall survive the termination of this Agreement or Executive’s employment hereunder for any reason to the extent necessary for the intended preservation of such rights and obligations. In furtherance of and not in limitation of the foregoing and for the avoidance of doubt, the provisions of Section 3(g) shall survive any termination or expiration of this Agreement and any termination of Executive’s employment indefinitely.

(h) Representation. Company represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations hereunder shall not violate any agreement between Company and any other person or entity.

(i) Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

(j) Interest. Any amounts owed to Executive pursuant to this Agreement and that remain unpaid for more than twenty (20) days shall accrue interest at a rate per annum equal to the lesser of either (i) fifteen percent (15%), compounded daily, or (ii) the maximum rate of interest that may be collected from Company under applicable law.

(j) Original Agreement. Upon execution of this Agreement by Executive, Company and Piezo, the Original Employment Agreement shall be terminated and of no further force or effect.

(k) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For all purposes an electronic signature shall be treated as an original.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

EXHIBIT A

Indemnification Agreement

EXHIBIT B

Confidentiality and Inventions Assignment Agreement

EXHIBIT C

FORM OF SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (the “Agreement”), dated as of [●], is entered into between Brain Scientific Inc. (together with its subsidiaries, affiliates, successors and assigns, the “Company”), and [●] (“Executive”) (Executive, together with the Company, the “Parties” and each a “Party”).

WHEREAS, Executive served as the Executive Chairman and CEO and member of the Board of Directors (the “Board”) of the Company pursuant to that certain Executive Employment Agreement dated [●] (the “Employment Agreement”);

WHEREAS, Executive’s employment with the Company and engagement as a member of the Board and any committees thereof ended effective as of [●]; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and undertakings set out below, the Parties hereby agree as follows:

Notwithstanding the foregoing, this Section does not: (A) release the Company from any obligation expressly set forth in this Agreement or from any obligation, including, without limitation, obligations under the Workers Compensation Act, which as a matter of law cannot be released; (B) prohibit Executive from filing a charge with the Equal Employment Opportunity Commission (“EEOC”); or (C) prohibit Executive from participating in an investigation or proceeding by the EEOC or any comparable state or local agency, or providing information or documents to the EEOC or any comparable state or local agency.

IN WITNESS WHEREOF, Executive has executed this Separation and Release Agreement as of the date last set forth below.

18

Exhibit 10.4

ASSIGNMENT AGREEMENT

WHEREAS I, Boris Goldstein (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.

“Proprietary Information” is information relating to the Business and generally unavailable to the public that has been created, discovered, developed or otherwise has become known to the Assignor as a result of being an employee or director of either Brain Scientific or Memory MD, which information has economic value or potential economic value to the Business. Proprietary Information includes, but is not limited to, trade secrets, processes, formulas, writings, data, know-how, negative know-how, improvements, discoveries, developments, software, firmware, source code, algorithms, designs, inventions, techniques, technical data, patent applications, customer and supplier lists, financial information, business plans or projections and any modifications or enhancements to any of the above.

“Inventions” include all discoveries, developments, designs, improvements, inventions, formulas, software programs, firmware, source code, algorithms, processes, techniques, know-how, writings, trade secrets, graphics and other data, whether or not patentable or registrable under patent, copyright or similar statutes, that are related to or useful in the Business. Without limiting the generality of the foregoing, Inventions also include the properties listed in Schedule A, and all improvements and modifications thereof, all other applications in countries foreign thereto for the Inventions, all Letters Patent which may issue from said applications in the United States and countries foreign thereto, all divisions, continuations, reissues, and extensions of said applications, and the right to claim for any of said applications the full benefits and priority rights under the International Convention and any other international agreement to which the United States adheres.

“Business” is the development, use, manufacture and/or sale by Memory MD and/or Brain Scientific of its NeuroCap (all sizes and channels), NeuroEEG, NeuroEEG Amplifier, and Brain E-Tattoo in any US or foreign market, including any associated hardware, electronics, software, source code, algorithms, and firmware, and any neurological diagnostic devices incorporating any of the Inventions and/or Proprietary Information.

Assignor hereby agrees (a) to communicate to Memory MD, its successors and assigns, all facts and information known or available to Assignor respecting the Inventions, including evidence for interference, reexamination, reissue, opposition, revocation, extension, or infringement purposes or other legal, judicial, or administrative proceedings; (b) to testify in person or by affidavit as required in any such proceeding in the United States or a country foreign thereto; (c) to execute and deliver all lawful papers including, but not limited to, original, divisional, continuation, and reissue applications, renewals, assignments, powers of attorney, oaths, affidavits, declarations, depositions; and (d) to provide all reasonable assistance to Memory MD, its successors and assigns, in obtaining and enforcing proper title in and protection for the Inventions.

Assignor hereby represents and warrants, as of the date hereof, that (a) Assignor has not been an inventor on any other US or foreign patent applications or issued patents, outside of those listed in Schedule A, that incorporates the Proprietary Information and Inventions or would compete with the Business as of the date hereof; (b) Assignor is not aware of any other US or foreign patent applications or issued patents applied for in Memory MD’s name or on Memory MD’s behalf or in Brain Scientific’s name or on Brain Scientific’s behalf outside of those in Schedule A; (c) Assignor has not made and is not aware of any public disclosure of any information, whether or not Proprietary Information, that would impact the patentability of the Inventions; (d) Assignor has not shared the Proprietary Information and Inventions assigned to Memory MD or Brain Scientific with any person or business, including BrainBit, Inc.; (e) BrainBit, Inc. has not incorporated and is currently not incorporating any Proprietary Information or Inventions into any of its products or services; and (f) Assignor has the full and unencumbered right to assign and transfer the interests assigned herein, has the full and unencumbered right to represent BrainBit, Inc. as a principal of the company, and that Assignor has not executed and will not execute any document or instrument in conflict herewith. For the avoidance of doubt, it is acknowledged and agreed that this Assignment Agreement in no way limits the Assignor from being affiliated with or employed by Brainbit, Inc. or otherwise working generally in the electroencephalography or neuro businesses, provided the above representations and warranties are true as of the date hereof. For the avoidance of doubt, it is acknowledged that the Proprietary Information and Inventions of Memory MD and Brain Scientific cannot be used by Assignor, BrainBit, Inc. or any other third party at any time without a written licensing agreement.

Assignor acknowledges that he will benefit from this assignment of the Inventions and Proprietary Information.

To the extent that any such Invention or Proprietary Information is not assignable or transferable to Memory MD, Assignor hereby grants to Memory MD a non-exclusive, royalty-free, irrevocable, perpetual, world-wide license to make, have made, modify, manufacture, reproduce, sub-license, use and sell such non-assignable Invention or Proprietary Information.

I (Assignor) acknowledge that any breach or threatened breach by me of any provision of this Agreement may result in immediate and irreparable injury to Memory MD, and that such injury may not be readily compensable by monetary damages. In the event of any such breach or threatened breach, I acknowledge that, in addition to all other remedies available at law and equity, Memory MD or its parent shall be entitled to seek equitable relief (including a temporary restraining order, a preliminary injunction and/or a permanent injunction), and an equitable accounting of all earnings, profits or other benefits arising from such breach and will be entitled to receive such other damages, direct or consequential, as may be appropriate.

/s/ Boris Goldstein

Boris Goldstein

Executed on 9/28/2021

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Exhibit 10.5

ASSIGNMENT AGREEMENT

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.

“Proprietary Information” is information relating to the Business and generally unavailable to the public that has been created, discovered, developed or otherwise has become known to the Assignor as a result of being an employee or director of either Brain Scientific or Memory MD, which information has economic value or potential economic value to the Business. Proprietary Information includes, but is not limited to, trade secrets, processes, formulas, writings, data, know-how, negative know-how, improvements, discoveries, developments, software, firmware, source code, algorithms, designs, inventions, techniques, technical data, patent applications, customer and supplier lists, financial information, business plans or projections and any modifications or enhancements to any of the above.

“Inventions” include all discoveries, developments, designs, improvements, inventions, formulas, software programs, firmware, source code, algorithms, processes, techniques, know-how, writings, trade secrets, graphics and other data, whether or not patentable or registrable under patent, copyright or similar statutes, that are related to or useful in the Business. Without limiting the generality of the foregoing, Inventions also include the properties listed in Schedule A, and all improvements and modifications thereof, all other applications in countries foreign thereto for the Inventions, all Letters Patent which may issue from said applications in the United States and countries foreign thereto, all divisions, continuations, reissues, and extensions of said applications, and the right to claim for any of said applications the full benefits and priority rights under the International Convention and any other international agreement to which the United States adheres.

“Business” is the development, use, manufacture and/or sale by Memory MD and/or Brain Scientific of its NeuroCap (all sizes and channels), NeuroEEG, NeuroEEG Amplifier, and Brain E-Tattoo in any US or foreign market, including any associated hardware, electronics, software, source code, algorithms, and firmware, and any neurological diagnostic devices incorporating any of the Inventions and/or Proprietary Information.

Assignor hereby agrees (a) to communicate to Memory MD, its successors and assigns, all facts and information known or available to Assignor respecting the Inventions, including evidence for interference, reexamination, reissue, opposition, revocation, extension, or infringement purposes or other legal, judicial, or administrative proceedings; (b) to testify in person or by affidavit as required in any such proceeding in the United States or a country foreign thereto; (c) to execute and deliver all lawful papers including, but not limited to, original, divisional, continuation, and reissue applications, renewals, assignments, powers of attorney, oaths, affidavits, declarations, depositions; and (d) to provide all reasonable assistance to Memory MD, its successors and assigns, in obtaining and enforcing proper title in and protection for the Inventions.

Assignor hereby represents and warrants, as of the date hereof, that (a) Assignor has not been an inventor on any other US or foreign patent applications or issued patents, outside of those listed in Schedule A, that incorporates the Proprietary Information and Inventions or would compete with the Business as of the date hereof; (b) Assignor is not aware of any other US or foreign patent applications or issued patents applied for in Memory MD’s name or on Memory MD’s behalf or in Brain Scientific’s name or on Brain Scientific’s behalf outside of those in Schedule A; (c) Assignor has not made and is not aware of any public disclosure of any information, whether or not Proprietary Information, that would impact the patentability of the Inventions; (d) Assignor has not shared the Proprietary Information and Inventions assigned to Memory MD or Brain Scientific with any person or business, including BrainBit, Inc.; and (e) Assignor has the full and unencumbered right to assign and transfer the interests assigned herein, has the full and unencumbered right to represent BrainBit, Inc. as a principal of the company, and that Assignor has not executed and will not execute any document or instrument in conflict herewith. For the avoidance of doubt, it is acknowledged and agreed that this Assignment Agreement in no way limits the Assignor from working generally in the electroencephalography or neuro businesses, including Neurotech, provided the above representations and warranties are true as of the date hereof. For the avoidance of doubt, it is acknowledged that the Proprietary Information and Inventions of Memory MD and Brain Scientific cannot be used by Assignor or any other third party at any time without a written licensing agreement.

Assignor acknowledges that he will benefit from this assignment of the Inventions and Proprietary Information.

To the extent that any such Invention or Proprietary Information is not assignable or transferable to Memory MD, Assignor hereby grants to Memory MD a non-exclusive, royalty-free, irrevocable, perpetual, world-wide license to make, have made, modify, manufacture, reproduce, sub-license, use and sell such non-assignable Invention or Proprietary Information.

I (Assignor) acknowledge that any breach or threatened breach by me of any provision of this Agreement may result in immediate and irreparable injury to Memory MD, and that such injury may not be readily compensable by monetary damages. In the event of any such breach or threatened breach, I acknowledge that, in addition to all other remedies available at law and equity, Memory MD or its parent shall be entitled to seek equitable relief (including a temporary restraining order, a preliminary injunction and/or a permanent injunction), and an equitable accounting of all earnings, profits or other benefits arising from such breach and will be entitled to receive such other damages, direct or consequential, as may be appropriate.

/s/ Vadim Sakharov

Vadim Sakharov

Executed on 9/30/2021

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