SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2024 • Aditxt, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2024 between Aditxt, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PATENT ASSIGNMENTPatent Assignment • January 30th, 2024 • Aditxt, Inc. • Pharmaceutical preparations
This Patent Assignment (“Assignment”), effective as of January 24, 2024 (“Effective Date”), is by and between Philip J. Von Kahle, as assignee for the benefit of creditors of (a) Brain Scientific Inc., a Nevada corporation (“Brain”); (b) Brainscientific Inc., a Nevada corporation (f/k/a Memory MD Inc.) (“Brainscientific”); (c) Piezo Motion Corp., a Delaware corporation (“Piezo”); and (d) Discovery Technology International, Inc. (“Discovery” or “Assignor”), and Aditxt, Inc., a Delaware corporation, located at 737 N. Fifth Street, Suite 200, Richmond, VA 23219 (“Assignee”).
VOTING AGREEMENTVoting Agreement • January 30th, 2024 • Aditxt, Inc. • Pharmaceutical preparations • New York
This Voting Agreement (this “Agreement”), dated as of January 24, 2024 is entered into by and among Aditxt, Inc., a Delaware corporation (the “Company”), Amro Albanna (“Amro”), Thomas J. Farley (“Farley”), Rowena Albanna (“Rowena”), Corinne Pankovcin (“Pankovcin”), Shahrokh Shabahang (“Shabahang”), Brian Brady (“Brady”), Jeffrey W. Runge (“Runge”), and Charles A. Nelson (“Nelson”, and together with Amro, Farley, Rowena, Pankovcin, Shabahang, Brady and Runge, collectively, the “Shareholders”, and each individually, a “Shareholder”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement (defined below).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 30th, 2024 • Aditxt, Inc. • Pharmaceutical preparations
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”) is made and entered into effective as of January 24, 2024 (the “Effective Date”) by and between BIGGER CAPITAL FUND, LP, in its individual capacity and as Agent for the Secured Parties (as defined below) (“Assignor”) and ADITXT, INC., a Delaware corporation (“Assignee”). Seller (as defined below) and each of the Secured Parties acknowledges and consents to this Assignment and all of its terms, the transactions herein contemplated and effected, as evidenced by their respective signatures below.
