NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • March 20th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • Nevada
THIS 50.0% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 50.0% Original Issue Discount Senior Secured Convertible Debentures of Brain Scientific Inc., a Delaware corporation (the “Company”), having a place of business at 6700 Professional Parkway, Lakewood Ranch, FL 34240, designated as its 50.0% Original Issue Discount Senior Secured Convertible Debenture due June 10, 2023 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT BRAIN SCIENTIFIC INC.Common Stock Purchase Warrant • March 20th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus • Nevada
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 earlier of the Maturity Date of the Debenture issued to Holder or the closing of a Qualified Offering (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 14, 2029 (if no Qualified Offering has been consummated occurred on or prior to the Maturity Date of the Debentures) or the date that is five years and six months following the closing of the Qualified Offering (such applicable date, the “Termination Date”) but not thereafter, to subscribe for and purchase from Brain Scientific Inc., a Delaware 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
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...Letter Agreement • March 20th, 2023 • Brain Scientific Inc. • Surgical & medical instruments & apparatus
This Letter Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Letter Agreement, including without limitation, the Debentures and the Warrants. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to choice of law principles. In case any provision of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
