PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC.Bruush Oral Care Inc. • December 20th, 2022 • Dental equipment & supplies • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BRUUSH ORAL CARE INC., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2022, between Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2022, between Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXHIBIT F REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2023, by and between BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada, with principal executive offices located at 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 (the “Company”), and _______, a limited company organized under the laws of Saint Kitts and Nevis (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Bruush Oral Care Inc. CONVERTIBLE NOTEBruush Oral Care Inc. • June 26th, 2023 • Dental equipment & supplies • Arizona
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Bruush Oral Care Inc., a company incorporated under the law of British Columbia, Canada (the “Company”), designated as its Convertible Note due June 26, 2024 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON SHARE PURCHASE WARRANT Bruush Oral Care Inc.Bruush Oral Care Inc. • August 23rd, 2023 • Dental equipment & supplies • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 9, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Warrant Agent AgreementWarrant Agent Agreement • July 26th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Bruush Oral Care, Inc., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and Endeavor Trust Corporation, a trust company existing under the laws of the Province of British Columbia (the “Warrant Agent”).
ContractBruush Oral Care Inc. • July 29th, 2022 • Dental equipment & supplies • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC.Bruush Oral Care Inc. • December 20th, 2022 • Dental equipment & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 after the Issue Date and on or prior to 5:00 p.m. (New York City time) on June __, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BRUUSH ORAL CARE INC., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Underwriting AgreementUnderwriting Agreement • July 26th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2024 • Bruush Oral Care Inc. • Dental equipment & supplies • Arizona
This Securities Purchase Agreement (this “Agreement”) is dated as of January 1, 2024 between Bruush Oral Care Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2024 • Bruush Oral Care Inc. • Dental equipment & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 1, 2024 between Bruush Oral Care Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and Generating Alpha Ltd. (the “Purchaser” or “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies • Nevis
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 2, 2023, by and between BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada, with principal executive offices located at 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 (the “Company”), and _______, a company domiciled and registered in Saint Kitts and Nevis (the “Buyer”). _______ is acting in association with Benchmark Investments, LLC. Benchmark Investments, LLC. is the placement agent for this investment and is a broker - dealer registered with the United States Securities and Exchange Commission and is a member of FINRA.
THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISION AND IS A MEMBER OF FINRABruush Oral Care Inc. • January 5th, 2024 • Dental equipment & supplies • Nevis
THIS NOTE CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE.
Securities Purchase AgreementSecurities Purchase Agreement • January 5th, 2024 • Bruush Oral Care Inc. • Dental equipment & supplies • Nevis
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 1, 2024, by and between BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada, with principal executive offices located at 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 (the “Borrower”), and GENERATING ALPHA LTD., a company domiciled and registered in Saint Kitts and Nevis (the “Investor” or “Lender”). Generating Alpha Ltd. is acting in association with EF Hutton LLC. EF Hutton LLC is the placement agent for this investment and is a broker - dealer registered with the United States Securities and Exchange Commission and is a member of FINRA.
Warrant Agent AgreementWarrant Agent Agreement • July 26th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Bruush Oral Care, Inc., a [●] company (the “Company”), and Endeavor Trust Corporation (the “Warrant Agent”).
PREFUNDED COMMON SHARE PURCHASE WARRANT BRUUSH ORAL CARE, INC.Prefunded Common Share Purchase • November 17th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies
This PREFUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the Shares (as defined in the Purchase Agreement (as defined below) to the Holder (as defined below), Generating Alpha Ltd., a Saint Kitts and Nevis Company (including any permitted and registered 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 after the date of issuance hereof, BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada, with principal executive offices located at 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 (the “Company”), 6,250,000 Common Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in co
COMMON STOCK PURCHASE WARRANT BRUUSH ORAL CARE INC.Common Stock Purchase Warrant • July 29th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its registered 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 after the date hereof (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on _____________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bruush Oral Care Inc. (the “Company”), up to _________________ shares of the Company’s Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Registration Rights AgreementRegistration Rights Agreement • January 5th, 2024 • Bruush Oral Care Inc. • Dental equipment & supplies • Nevis
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 1, 2024 (the “Effective Date”), between BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Holder”). The Company and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.
Lock-up AgreementLock-Up Agreement • December 20th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies
The undersigned understands that Bruush Oral Care Inc., a corporation incorporated under the law of the Province of British Columbia, Canada (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on December 7, 2022 with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPA, providing for the private placement (the “Transaction”) of shares of common stock of the Company (“Shares”), warrants and pre-funded warrants (together, “Warrants”) to purchase Shares, and in connection therewith, to enter into a registration rights agreement with the Investors.
AGREEMENT AND PLAN OF MERGER by and among BRUUSH ORAL CARE, INC., BRUUSH MERGER SUB INC and ARRIVE TECHNOLOGY INC. Dated as of December 14, 2023Agreement and Plan of Merger • January 29th, 2024 • Bruush Oral Care Inc. • Dental equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2023 (this “Agreement”), by and among Bruush Oral Care, Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“PubCo”), Bruush Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of PubCo (“Merger Sub”, and together with PubCo, the “PubCo Entities”), and Arrive Technology Inc., a Delaware corporation (the “Company”, and collectively with the PubCo and Merger Sub, the “Parties”).
September 29, 2023 Sent via EmailLetter Agreement • October 6th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies
Reference is made to that certain Securities Purchase Agreement, dated as of June 26, 2023 (the “Purchase Agreement”), between the Company and Target Capital 14, LLC (together with any of its successors and assigns, “Target”), pursuant to which the Company issued to Target a Convertible Note, in the initial principal amount of $3,341,176.00 (the “Note”) and a common stock purchase warrant to purchase 10,023,530 of the Company’s common shares, having no par value per share (the “Common Shares”). As you are aware, the Company intends to close a private placement pursuant to which the Company shall sell Common Shares and warrants to purchase Common Shares to an investor (the “Financing”).
AEGIS CAPITAL CORP.Personal and Confidential • December 20th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • New York
The purpose of this placement agent agreement (this “Agreement”) is to set forth our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a best efforts basis in connection with the proposed private placement (the “Placement”) by Bruush Oral Care Inc. of its securities (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
ENDORSEMENT AND PROMOTIONAL SERVICES AGREEMENTEndorsement and Promotional Services Agreement • July 29th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • British Columbia
This Endorsement and Promotional Services Agreement (this “Agreement”) is entered into as of the 29th day of October 2020 (the “Effective Date”) by and between K. Hart Enterprises, Inc. (“Furnishing Company”), a California corporation, for the services of Kevin Hart (“Talent”) and Bruush Oral Care Inc. (“Bruush”), a British Columbia corporation. Furnishing Company and Bruush may sometimes be referred to herein collectively as the “Parties” and each individually as a “Party.”
November 15, 2023 Generating Alpha, Ltd. Delivered Via EmailBruush Oral Care Inc. • November 17th, 2023 • Dental equipment & supplies
Reference is made to that certain Securities Purchase Agreement, dated as of October 2, 2023 (the “Purchase Agreement”), between the Company and Generating Alpha Ltd. (together with any of its successors and assigns, the “Investor”), pursuant to which the Company issued to the Investor certain common shares of the Company, having no par value (the “Common Shares”), and certain warrants to purchase Common Shares.
CONSULTING AGREEMENTConsulting Agreement • October 24th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies • New York
This Consulting Agreement (the “Agreement”) is entered into as of this 23rd day of October, 2023 (the “Effective Date”), by and between Alchemy Advisory LLC (the “Consultant”), and Bruush Oral Care Inc. (the “Company”) having its principal place of business at 128 West Hastings Street, Unit 210, Vancouver, British Columbia V6B 1G8 Canada. The Company and Consultant are collectively referred to herein as the “Parties”.
November 8, 2023 Sent via EmailBruush Oral Care Inc. • November 9th, 2023 • Dental equipment & supplies
Reference is made to that certain Securities Purchase Agreement, dated as of June 26, 2023 (the “Purchase Agreement”), between the Company and Target Capital 14, LLC (together with any of its successors and assigns, “Target”), pursuant to which the Company issued to Target a Convertible Note, in the initial principal amount of $3,341,176.00 (the “Note”) and a common stock purchase warrant to purchase 10,023,530 of the Company’s common shares, having no par value per share (the “Common Shares”). Capitalized terms used herein but not otherwise defined, shall have the meanings ascribed to them in the Purchase Agreement or Note, as applicable.
COMMON SHARE PURCHASE WARRANT BRUUSH ORAL CARE, INC.Common Share Purchase Warrant • October 6th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the Shares (as defined in the Purchase Agreement (as defined below) to the Holder (as defined below), _______, a Saint Kitts and Nevis Company (including any permitted and registered 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 after the date of issuance hereof, BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada, with principal executive offices located at 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 (the “Company”), 8,350,000 Common Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certa
AMENDMENT TO CREDIT SUPPORT SHARE AGREEMENTCredit Support Share Agreement • October 24th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies
THIS AMENDMENT TO CREDIT SUPPORT SHARE AGREEMENT (this “Amendment”) is dated effective as of October 23, 2023 (the “Amendment Effective Date”), by and among BRUUSH ORAL CARE INC., a British Columbia company having its principal place of business at 128 West Hastings Street, Unit 210, Vancouver, British Columbia (“Company”), and YALETOWN BROS VENTURES LTD., a British Columbia company having a registered office at 1900 - 1040 West Georgia Street, Vancouver, British Columbia (“YBV”, and together with Company, the “Parties”, and each, a “Party”).
Underwriting AgreementUnderwriting Agreement • July 29th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • New York
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 15th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2024 by and between (i) Bruush Oral Care, Inc., a company existing under the laws of the Province of British Columbia, Canada (“PubCo”), and (ii) the undersigned (“Holder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 29th, 2022 • Bruush Oral Care Inc. • Dental equipment & supplies • British Columbia
This Executive Employment Agreement (this “Agreement”) is made and entered into as of July 28, 2022, by and between Bruush Oral Care Inc. (the “Company”) and Aneil Manhas (“Executive”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 15th, 2023 • Bruush Oral Care Inc. • Dental equipment & supplies • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 13, 2023, is entered into by and between Arrive Technology Inc., a Delaware corporation (the “Company”), Bruush Oral Care, Inc., a company existing under the laws of the Province of British Columbia, Canada (“PubCo”), and each of the undersigned individuals, each of whom is a shareholder of the Company or PubCo, as applicable (each, a “Holder” and collectively, the “Holders”).
PREFUNDED COMMON SHARE PURCHASE WARRANT BRUUSH ORAL CARE, INC.Bruush Oral Care Inc. • November 9th, 2023 • Dental equipment & supplies
This PREFUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received to the Holder (as defined below), Target Capital 14, LLC, an Arizona limited liability company (including any permitted and registered 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 after the date of issuance hereof, BRUUSH ORAL CARE, INC., a corporation incorporated in British Columbia, Canada, with principal executive offices located at 128 West Hastings Street, Unit 210 Vancouver, British Columbia V6B 1G8 (the “Company”), 9,500,000 Common Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that letter agreement, dated as of ________, 2023, by and among the Company and the
