0001213900-23-011382 Sample Contracts

November __, 2022
Letter Agreement • February 14th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus

You are being sent this letter (the “Letter Agreement”) as the current holder of warrants (the “Warrants”) issued to you on ________________ by Brain Scientific Inc. (the “Company”) entitling you to purchase _______ shares of common stock of the Company. Reference is made to transaction documents entered into by and among the Company and _____________ pursuant to which you acquired the Warrants (the “Transaction Documents”).

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February 13, 2023 By email:
Brain Scientific Inc. • February 14th, 2023 • Surgical & medical instruments & apparatus

You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering (the “Private Placement Offering”) whereby the Company sold to you pursuant to a Securities Purchase Agreement dated June 10, 2022 (the “SPA”) certain 10.0% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) and warrants (“Warrants”) to purchase common stock of the Company. In connection with the Offering (as defined and described below), you are being asked to amend certain provisions included in the SPA and Debentures and exchange your Warrants for common stock of the Company as further described below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the SPA, Debentures, and Warrants as applicable.

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • February 14th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus

This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”) is entered into as of February 13, 2023, by and between Bigger Capital Fund LP (“Purchaser”), and Brain Scientific, Inc., a Nevada corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Warrant (as defined below).

AMENDMENT NO. 1 TO 10.0% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE
Brain Scientific Inc. • February 14th, 2023 • Surgical & medical instruments & apparatus

This Amendment No. 1 to 10.0% Original Issue Discount Senior Secured Convertible Debenture (this “Amendment”) is entered into as of February 13, 2023, by and between ________________________ (“Lender”), and Brain Scientific Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Debenture (as defined below).

February 13, 2023
Brain Scientific Inc. • February 14th, 2023 • Surgical & medical instruments & apparatus

You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering whereby the Company sold to you pursuant to a Securities Purchase Agreement dated June 10, 2022 (the “SPA”) certain 10.0% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) and warrants (“Warrants”) to purchase common stock of the Company. In connection with the Offering (as defined and described below), you are being asked to amend certain provisions included in the SPA and Debentures and exchange your Warrants for common stock of the Company as further described below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the SPA, Debentures, and Warrants as applicable.

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 14th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus

This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is entered into as of February 13, 2023, by and between _______________________ (“Purchaser”), and Brain Scientific Inc., a Nevada corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the SPA (as defined below).

February 13, 2023
Brain Scientific Inc. • February 14th, 2023 • Surgical & medical instruments & apparatus

You are being sent this letter (this “Letter Agreement”) in connection with your participation in the Company’s June 2022 private placement offering whereby the Company sold to you pursuant to a Securities Purchase Agreement dated June 10, 2022 (the “SPA”) certain 10.0% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) and warrants (“Warrants”) to purchase common stock of the Company. In connection with the Offering (as defined and described below), you are being asked to amend certain provisions included in the SPA and Debentures and exchange your Warrants for common stock of the Company as further described below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the SPA, Debentures, and Warrants as applicable.

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