SPECTRASCIENCE, INC. Maximum of 25,000,000 Shares ($5,000,000) SELECTED DEALERS AGREEMENTSelected Dealers Agreement • August 26th, 2010 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • New York
SpectraScience, Inc. (the “Company”) is offering for sale the shares of common stock (the “Shares”) and warrants to purchase common stock (the “Warrants”, together with the Shares, the “Units”) pursuant to the Company’s Confidential Private Placement Memorandum dated May 8, 2009 (the “Memorandum”) on a no minimum and 25,000,000 Shares ($5,000,000) maximum (the “Maximum Amount”) basis (the “Offering”). Each $25,000 Unit offered will consist of 125,000 Series B Preferred Shares paying 8% annual interest and 62,500 Warrants as described in the Memorandum. The Company has the right to accept or reject subscriptions in whole or in part for any reason or no reason at all.
SPECTRASCIENCE, INC. Maximum of 25,000,000 Shares ($5,000,000) SELECTED DEALERS AGREEMENTDealers Agreement • August 26th, 2010 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus • New York
SpectraScience, Inc. (the “Company”) is offering for sale the shares of common stock (the “Shares”) and warrants to purchase common stock (the “Warrants”, together with the Shares, the “Units”) pursuant to the Company’s Confidential Private Placement Memorandum dated April 6, 2010 (the “Memorandum”) on a no minimum and 25,000,000 Shares ($5,000,000) maximum (the “Maximum Amount”) basis (the “Offering”). Each $25,000 Unit offered will consist of 125,000 Series B Preferred Shares and 62,500 Warrants as described in the Memorandum. The Company has the right to accept or reject subscriptions in whole or in part for any reason or no reason at all.
Void after 5:00 p.m. Central Standard Time, on ____________ ___, 20__ Warrant to Purchase ____________Shares of Common Stock. FORM OF WARRANT TO PURCHASE COMMON STOCK OF SPECTRASCIENCE, INC.Warrant • August 26th, 2010 • Spectrascience Inc • Electromedical & electrotherapeutic apparatus
This is to Certify That, FOR VALUE RECEIVED, _____________________("Holder") is entitled to purchase, subject to the provisions of this Warrant, from SpectraScience, Inc., a Minnesota corporation ("Company"), _______________fully paid, validly issued and nonassessable shares of Common Stock, $0.01 par value per share, of the Company ("Common Stock") at an initial price of $0.35 per share at any time or from time to time during the period from the date hereof to 5:00 p.m. Central Standard Time, on _____________ __, 20__. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon exercise of the Warrants will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common Stock deliverable upon such exercise, and as adjusted fr
