Exhibit 10.1


 





FIRST AMENDMENT TO 


CONVERTIBLE PROMISSORY NOTES 


 


This First
Amendment to Convertible Promissory Notes (this “Amendment”) is made effective as of
December 5, 2019, by and among NeuroOne Medical Technologies
Corporation., a Delaware corporation (the “Company”), and the holders of the
Company’s Convertible Promissory Notes as named on the signature page hereto (collectively, the “Subscribers”
and each, without distinction, a “Subscriber”).


 


Background


 


The Company and the Subscribers
previously entered into a series of Subscription Agreements, pursuant to which the Company issued its Convertible Promissory Notes
(collectively, the “Related Notes” and each, without distinction, a “Note”)
and Common Stock Purchase Warrants (collective the “Warrants” and each, without distinction, a “Warrant”).


 


Pursuant
to Section 7.6 of the Note, the Company and the holders of a majority in original aggregate principal amount of the Related
Notes desire to amend the Related Notes as set forth herein.


 


Now,
Therefore, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


Agreement


 


1.             Amendment of the Notes. Section 3.1 of each Note is hereby deleted
in its entirety and amended to read as follows:


“3.1Conversion.


(a)              
Conversion upon Qualified Financing. Subject to the applicable provisions of this Section 3.1, at any time on
or following a Qualified Financing, prior to the Maturity Date, at the sole election of the Holder, all or a portion of the outstanding
principal and accrued and unpaid interest on this Note (the “Outstanding Balance”) may be converted into
that number of shares of New Round Stock equal to: (i) the Outstanding Balance elected by the Holder to be converted (the “Conversion
Amount”) divided by (ii) the lower of 0.6 multiplied by (A) the actual per share price of New Round Stock and (B)
of the Common Stock for the ten (10) Trading Days immediately preceding the date of the Qualified Financing.


(b)             
Conversion Prior to a Qualified Financing. Subject to the applicable provisions of this Section 3.1, at any
time prior to a Qualified Financing, at the sole election of the Holder, all or a portion of the Outstanding Balance of this Note
may be converted into that number of shares of the Company’s common stock, par value $0.001 per share (the

“Common Stock”) equal to: (i) the Conversion Amount divided by (ii) the VWAP of the Common Stock for
the ten (10) Trading Days immediately preceding the Conversion Date (as defined below).






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(c)              
Conversion Mechanics. To convert any Conversion Amount into New Round Stock or shares of the Common Stock (in either
case, the “Conversion Shares”), the Holder shall by delivering to the Company at its principal office,
or at such other office as the Company may designate (i) the notice of conversion attached as Exhibit
A hereto (the “Notice of Conversion”), duly executed by the Holder and (ii) this Note (or
an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction) (together, the “Conversion
Materials”). As soon as practicable after the date that the Company receives the Conversion Materials (the “Conversion
Date”), the Company, at its expense, shall cause to be issued in the name of and delivered to the Holder (x) written
confirmation that the Conversion Shares have been issued in the name of the Holder, and (y) a new Note of like tenor representing
the Outstanding Balance not converted by the Holder. The person or persons entitled to receive the shares of the Common Stock issuable
upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of the Common Stock
on the Conversion Date.


(d)             
Definitions. For the purposes of this Note the following defined terms shall have the following meanings: (i) “VWAP”
means, for any date, 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 (other than the OTC Bulletin Board or OTC Markets, Inc.), the daily volume weighted average price
of the Common Stock for such date (or the nearest preceding Trading Day) 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 the Common Stock is then quoted on the OTC Bulletin Board, the volume weighted average price of the Common
Stock for such date (or the nearest preceding Trading Day) on the OTC Bulletin Board, (C) if the Common Stock is not then listed
or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported on OTC Markets, 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 in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company; (ii) “Trading Day” means
a day on which the principal Trading Market is open for trading; and (iii) “Trading Market” means any
of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE
MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any
successors to any of the foregoing), the OTC Bulletin Board or OTC Markets, Inc.






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(e)              
Warrants. On the issuance date of this Note, the Holder shall receive a Warrant granting the Holder the right to purchase
up to a number of shares of Common Stock equal to (i) 0.5 multiplied by (ii) the Outstanding Balance divided by 1.87,
with an exercise price per share equal to $1.87.


(f)               
Registration Rights. Promptly following the earlier of (i) the final closing a Qualified Financing and (ii) the Maturity
Date (the “Registration Date”), the Company shall enter into a registration rights agreement with the
Holder and the holders of outstanding Related Notes containing customary and usual terms pursuant to which the Company shall agree
to prepare and file with the SEC a Registration Statement on or prior to the 90th calendar day following the Registration
Date, covering the resale of any Conversion Shares, and shares of Common Stock underlying the Warrants (the “Registration
Rights Agreement”). The Holder agrees to execute the Registration Rights Agreement as a condition to the Holder’s
right to receive the registration rights set forth in the Registration Rights Agreement.


 


(g)              
Trading Market Regulation.  Notwithstanding anything to the contrary, if on the Conversion Date the Common Stock
is listed on a national securities exchange, the Holder may only convert an amount of the Outstanding Balance such that the total
cumulative number of Conversion Shares and all shares issued upon the conversion of the Related Notes and the exercise of the Warrants
and all warrants issued to holders of the Related Notes shall not exceed the requirements of Nasdaq Listing Rule 5635(d), except
that such limitation shall not apply to the extent that the Company obtains the approval of its stockholders for such issuance.”


 


2.               Notice
to Transferees. Each Subscriber hereby covenants and agrees to provide any transferee of such Subscriber’s Note
and Warrant with a copy of this Amendment.


3.               Construction.
Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Subscription Agreement. The terms
of this Amendment amend and modify the Related Notes as if fully set forth in each Related Note. If there is any conflict between
the terms, conditions and obligations of this Amendment and the Related Notes, this Amendment’s terms, conditions and obligations
shall control. All other provisions of the Related Notes not specifically modified by this Amendment are preserved.


4.               Counterparts;
Electronic Transmission. This Amendment may be executed in one or more counterparts and by facsimile, each of which
shall constitute an original and all of which together shall constitute one and the same instrument. Signatures of the parties
transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words “execution,”
“signed,” “signature,” and words of like import shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Electronic Transactions
Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Amendment and any signed agreement
or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, to the extent delivered by
means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), will
be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such
agreement or instrument, each other party hereto or thereto will re-execute original forms thereof and deliver them to the other
party. No party hereto or to any such agreement or instrument will raise the use of Electronic Delivery to deliver a signature
or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery
as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense
related to lack of authenticity.


Signatures
on the Following Pages


 



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In
Witness Whereof, this First Amendment to Convertible Promissory Notes is hereby executed
as of the date first above written.


 





	THE COMPANY:




	 
	 	 
	NeuroOne Medical Technologies	 
	Corporation	 
	 	 
	By:	        	 
	Name: David A. Rosa	 
	Title:President and Chief Executive Officer




	 



 


 


 






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The undersigned hereby
consents to this First Amendment to Convertible Promissory Notes pursuant. This Consent shall constitute a consent pursuant to
Section 7.6 of the Notes and, upon the Company’s receipt of the signatures to this Consent by the holders of at least a majority
in original aggregate principal amount of the Notes, this Consent shall be binding upon each Holder of the Notes to the same extent
as if set forth in each such Holder’s Note, whether or not such Holder has signed a counterpart hereof.


Each of the undersigned
Consent Parties hereby covenants and agrees to provide any transferee of the Note a copy of this First Amendment to Convertible
Promissory Note.





	By:	 	 
	Name:	 	 
	Title:	 	 






 






 






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Schedule
I


NOTICE OF CONVERSION


 


	To:	NEUROONE MEDICAL TECHNOLOGIES CORPORATION


Reference is made
to the Convertible Promissory Note (the “Note”) issued to the undersigned by NeuroOne Medical Technologies
Corporation, a Delaware corporation (the “Company”). In accordance with and pursuant to the Note, the
undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of
the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, as
of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.


Date of
Conversion: __________________________________________________


Aggregate Outstanding
Balance to be converted: ____________________________


Please issue
the Common Stock into which the Note is being converted to the Holder, or for its benefit, as follows: ____________________________________________________


Check here if
requesting delivery as a certificate to the following name and to the following address: ☐


Issue to:


__________________________________________________________


__________________________________________________________


__________________________________________________________


Check here if
requesting delivery by Deposit/Withdrawal at Custodian as follows: ☐


DTC
Participant: _____________________________________________________


DTC
Number: _______________________________________________________


Account
Number: ____________________________________________________


 


The undersigned represents
that: (i) the undersigned is an Accredited Investor (as that term is defined in Rule 501(a) of Regulation D promulgated under the
Securities Act (as defined below)); (ii) the shares of the Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present
intention of distributing or reselling such shares of the Common Stock; (iii) the undersigned is aware of the Company’s business
affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable
decision regarding its investment in the Company; (iv) the undersigned is experienced in making investments of this type and has
such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks
of this investment and protecting the undersigned’s own interests; (v) the undersigned understands that the shares of the
Common Stock issuable upon conversion of the Note have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption
depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities
have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities
Act or an exemption from such registration is available; (vi) the undersigned is aware that the shares of the Common Stock may
not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has
held the shares of the Common Stock for the period prescribed by Rule 144, that among the conditions for use of Rule 144 is the
availability of current information to the public about the Company and that the Company has not made such information available
and has no present plans to do so; and (vii) the undersigned agrees not to make any disposition of all or any part of the shares
of the Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company
with an opinion of counsel satisfactory to the Company, stating that such registration is not required.


 






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In
Witness Whereof, the undersigned, intending to be legally bound by the terms hereof, has caused this conversion
notice to be duly executed as of the date set forth below by the undersigned.


 


	
         

         

         

        Dated:_____________________________
	
        [Insert
        Name]

         

        By:______________________________

        Name: ____________________________

        Title: _____________________________

         

	 	
        Tax
ID: ___________________________

        Facsimile: _________________________

        Email Address: _____________________



 


 






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