Broker-Dealer AgreementBroker-Dealer Agreement • November 12th, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Brain Scientific Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 23, 2020 (the “Effective Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • November 12th, 2020 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET MAY DEVELOP FOLLOWING THIS OFFERING.
COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC.Brain Scientific Inc. • November 12th, 2020 • Surgical & medical instruments & apparatus • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the person(s) named on the signature page of this Warrant or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BRAIN SCIENTIFIC INC., a Nevada corporation (the “Company”), of a certain number of shares as set forth above (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
