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”).
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).
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.
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.
