BRAIN SCIENTIFIC INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Brain Scientific Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Joseph Gunnar & Co., LLC is acting as representative (in such capacity, the “Representative”), (i) an aggregate of (a) [●] shares of common stock (the “Firm Shares”), par value $0.001 per share, of the Company (the “Common Stock”) and (b) [●] pre-funded warrants to purchase [●] shares of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrants”); and (ii) [●] warrants to purchase [●] shares of Common Stock (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by each Underwriter is set forth opposite its name on Schedule A hereto. The Company also pro
FORM OF CERTIFICATED WARRANT COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC.Common Stock Purchase Warrant • February 10th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (this “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 [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brain Scientific, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regi
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC.Brain Scientific Inc. • February 10th, 2023 • Surgical & medical instruments & apparatus • New York
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [PURCHASER] 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 Brain Scientific Inc., a Nevada corporation (the “Company”), up to [___________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to ele
WARRANT AGENT AGREEMENTWarrant Agreement • February 10th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2023 (the “Issuance Date”) is between Brain Scientific Inc. a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
