Exhibit 10.4


 


THIS NOTE (AS DEFINED BELOW) MAY BE SOLD
ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


NEUROONE MEDICAL TECHNOLOGIES CORPORATION


 


PROMISSORY NOTE


 


	Principal Amount: US$100,000.00	Issue Date: November 14, 2018




 


NEUROONE MEDICAL
TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), for value received, hereby promises to
pay to JAINAL BHUIYAN, a natural person with address at 25 Park Lane S, Apt 1809, Jersey City, NJ 07310, or his permitted assigns
or successors (the “Holder”) the principal amount of One Hundred Thousand Dollars (US$100,000.00) (the “Principal
Amount”), without demand, on the Maturity Date (as hereinafter defined). This Note shall not bear interest. Payment of
all principal due shall be in such coin or currency of the United States of America as shall be legal tender for the payment of
public and private debts at the time of payment.


 


ARTICLE
I



DEFINITIONS


 


SECTION
1.1  Definitions.
The terms defined in this Article whenever used in this Note shall have the respective meanings hereinafter specified.


 


“Event of Default” has
the meaning set forth in Section 4.1.


 


“Maturity Date” means
the earlier to occur of (x) November 14, 2019 or (ii) the closing of a Qualified Financing.


 


“Note” means this Promissory
Note, as the same may be amended, modified or restated.


 


“Qualified Financing”
means the next equity round of financing of the Company in whatever form or type that raises in excess of $5,000,000 gross proceeds.


 


ARTICLE
II



general provisions


 


SECTION
2.1  Loss,
Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory
to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal amount dated
as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are
exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights
and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of
negotiable instruments or other securities without their surrender.


 






     


     


    

 


SECTION
2.2  Prepayment.
This Note may be prepaid by the Company in whole or in part.


 


SECTION
2.3  Security
Interest. This Note is unsecured.


 


SECTION
2.4  Status
of Note. This Note is a direct, general and unconditional obligation of the Company, and constitutes a valid and legally binding
obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.


 


ARTICLE
III



COVENANTS


 


The Company covenants and agrees that so
long as this Note shall be outstanding:


 


SECTION
3.1  Payment
of Note. The Company will punctually, according to the terms hereof, pay or cause to be paid all amounts due under this Note.
The Company will pay the Holder at the Holder’s address shown above or at such other place as the Holder may designate in
writing. 


 


SECTION
3.2  Notice
of Default. If any one or more events occur that constitute or, with the giving of notice or the lapse of time or both, would
constitute an Event of Default, the Company will forthwith give notice to the Holder, specifying the nature and status of the Event
of Default or other event or of such demand or action, as the case may be.


 


ARTICLE
IV



REMEDIES


 


SECTION
4.1  Events
of Default. “Event of Default” wherever used herein means any one of the following events:


 


(a)
The Company shall default in the due and punctual payment of the Principal Amount of this Note when and as the same shall
become due and payable;


 


(b)
The entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under
the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee
or sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60)
calendar days;


 


(c)
The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution
of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization
or relief under the Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of
any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official)
of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors;


 






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(d)
The Company shall seek the appointment of a statutory manager or makes a general assignment or an arrangement or composition
with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments or other
relief of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any material
part of the indebtedness of the Company; or


 


(e)
It becomes unlawful for the Company to perform or comply with its obligations under this Note.


 


SECTION
4.2  Effects
of Default. If an Event of Default occurs and is continuing, then and in every such case the Holder may declare this Note to
be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Company shall pay to
the Holder the outstanding Principal Amount of this Note.


 


SECTION
4.3  Remedies
Not Waived. No course of dealing between the Company and the Holder or any delay in exercising any rights hereunder shall operate
as a waiver by the Holder. No failure or delay by the Holder in exercising any right, power or privilege under this Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by applicable law.


 


ARTICLE
V



miscellaneous


 


SECTION
5.1  Severability.
If any provision of this Note shall be held to be invalid or unenforceable, in whole or in part, neither the validity nor the enforceability
of the remainder hereof shall in any way be affected.


 


SECTION
5.2  Notice.
Where this Note provides for notice of any event, such notice shall be given (unless otherwise herein expressly provided) in writing
and either (i) delivered personally, (ii) sent by certified, registered or express mail, postage prepaid or (iii) 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 Holder, to its address shown above or at such
other place as the Holder may designate in writing and, if to the Company, to its principal office.


 


SECTION
5.3  Governing
Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect
to any conflicts or choice of law provisions that would cause the application of the domestic substantive laws of any other jurisdiction).


 


SECTION
5.4  Forum.
The Holder and the Company hereby agree that any dispute which may arise out of or in connection with this Note shall be adjudicated
before a court of competent jurisdiction in the State of Minnesota and they hereby submit to the exclusive jurisdiction of the
courts of the State of Minnesota, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts,
with respect to any action or legal proceeding commenced by either of them and hereby irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that
such court is an inconvenient forum.


 






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SECTION
5.5  Headings.
The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute a part of this Note.


 


SECTION
5.6  No
Sinking Fund; Convertibility. This Note is not entitled to the benefit of any sinking fund. This Note is not convertible into
or exchangeable for any of the equity securities, other securities or assets of the Company or any subsidiary.


 


SECTION
5.7  Amendments;
Waivers. Any provision of this Note may be amended, modified or waived if and only if the Holder of this Note and the Company
have consented in writing to such amendment, modification or waiver of any such provision of this Note. Any consent or waiver given
by the Holder shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.


 


SECTION
5.8  Further
Issues. The Company may, without the consent of the Holder, create and issue additional notes having the same terms and conditions
as this Note so that such further notes shall be consolidated and form a single series with the Note. 


 


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


 


SECTION
5.10 Assignment; Binding Effect. This Note may not be assigned by the Company without
the prior written consent of the Holder. This Note shall be binding upon and inure to the benefit of both parties hereto and their
respective permitted successors and assigns.


 


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


 




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IN WITNESS WHEREOF, the Company has caused
this Note to be signed by its duly authorized officer on the date hereinabove written.


 


	 	NEUROONE MEDICAL TECHNOLOGIES CORPORATION 
	 	 
	 	By:	/s/ David Rosa
	 	 	Name:	David Rosa
	 	 	Title:	CEO


 






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