Exhibit
10.3


 





AEGIS
CAPITAL CORP.


 


December
7, 2022


 


PERSONAL
AND CONFIDENTIAL


 


Bruush
Oral Care Inc.


128
West Hastings Street, Unit 210


Vancouver,
British Columbia V6B 1G8


 


Attention:
Mr. Aneil Singh Manhas, Chief Executive Officer


 


Re: BRSH
Placement Agent Agreement


 


Ladies
and Gentlemen:


 


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.


 


The
terms of our agreement are as follows:


 


1. Engagement.
The Company hereby engages Aegis, for the period beginning on the date hereof and ending two (2) months thereafter or upon the
completion of the Placement (the “Closing”), whichever is sooner (the “Engagement
Period”), to act as the Company’s lead placement agent and investment banker in connection with the proposed
Placement. During the Engagement Period or until the consummation of the Placement, and as long as Aegis is proceeding in good faith
with preparations for the Placement, the Company agrees not to solicit, negotiate with or enter into any agreement with any other
source of financing (whether equity, debt or otherwise), any underwriter, potential underwriter, placement agent, financial advisor,
investment banking firm or any other person or entity in connection with an offering of the Company’s debt or equity
securities or any other financing by the Company.


 


2. The
Placement. The Placement is expected to consist of a sale of up to $5.0 million of shares of the Company’s common
stock, no par value per share (“Common Stock”) and/or pre-funded warrants to purchase Common Stock and investor warrants
to purchase Common Stock. The pricing and terms of the Placement will be mutually agreed upon by the Company and the investors
thereto. Aegis will act as the lead placement agent for the Placement subject to, among other matters referred to herein and
additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing
approval by The Nasdaq Stock Exchange LLC (the “Exchange”) of the Securities to be issued, and the
execution of definitive transaction documents between the Company and investors in connection with the Placement (the
“Transaction Documents”). The actual size of the Placement, the precise number of Securities to be offered
by the Company and the offering price will be the subject of continuing negotiations between the Company and investors
thereto.


 


810
Seventh Avenue, 18th floor, New York, New York 10019 (212) 813-1010/Fax (212) 813-1047


Member
FINRA, SIPC


 






    	 



     


    

 





 


3. Placement
Compensation. The placement agent commission will be 10.0% for the Placement of any Securities sold at closing and 10.0% of
the proceeds from the exercise of any warrants, payable on exercise, and a non-accountable expense allowance equal to 3.0% of the
Placement.


 


4. Registration
Statement. If the Company decides to proceed with the Placement, the Company will, as soon as practicable after Closing of
the Placement but not later than fifteen (15) days following closing of the Placement, prepare and file with the Securities and
Exchange Commission (the “Commission”) a Registration Statement on Form F-1 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) containing a
prospectus (the “Prospectus”) covering the resale of the Securities offered and sold in the Placement,
which Registration Statement shall be declared effective no more than fifteen (15) days after filing if it is not reviewed by the
Commission or not more than forty-five (45) days after filing if it is reviewed by the Commission. The Company will enter into a
registration rights agreement with the investors in the Placement setting forth the right of the investors to require the Company to
register the securities issued in the Placement. The Registration Statement (including the Prospectus therein), and all amendments
and supplements thereto, will be in form reasonably satisfactory to Aegis, counsel to Aegis and investors in the Placement. Other
than any information provided by Aegis or the investors in writing specifically for inclusion in the Registration Statement or the
Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any and all
other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the
Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of
each filing of the Registration Statement and any amendments or as of the date of effectiveness, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the resale of
the Securities by the investors an event occurs that would cause the Registration Statement to contain an untrue statement of a
material fact or to omit to state a material fact necessary in order to make the statements therein not misleading or Prospectus (as
supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis
and the investors immediately of such event and the Company shall prepare a supplement or amendment to the Registration Statement or
Prospectus that corrects such statement or omission.


 


5. Lock-Up
Agreements. The Transaction Documents will provide, among other items, that the Company’s directors, executive
officers, employees and shareholders holding at least five percent (5%) of the outstanding Common Stock will enter into customary
“lock-up” agreements in favor of Aegis for a period of ninety (90) days from the closing date of the Placement;
provided, however, that any sales by parties to the lock-up agreements shall be subject to the lock-up agreements and provided
further, that none of such shares of Common Stock shall be saleable in the public market until the expiration of the ninety (90) day
period described above and in compliance with applicable law..


 






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6. Company
Standstill. The Transaction Documents will provide, among other items, that the Company will agree, for a period of one
hundred eighty (180) days from the closing date of the Placement, that without the prior written consent of Aegis, it will not (a)
offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company or any securities
convertible into or exercisable or exchangeable for equity of the Company; (b) file or caused to be filed any registration statement
with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable or
exchangeable for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions
described in subsections (a) or (b) hereof (all of such matters, the “Standstill”). So long none of such
equity securities shall be saleable in the public market until the expiration of the period described above, the following matters
shall not be prohibited by the Standstill: (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant
to any equity incentive plan, and the filing of a registration statement on Form S-8 or any other form prescribed by the Commission
therefor applicable for foreign private issuers; and (ii) the issuance of equity securities in connection with an acquisition or a
strategic relationship, which may include the sale of equity securities. In no event should any equity transaction during the
Standstill period result in the sale of equity at an offering price to the public less than that of the Placement referred herein.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Aegis and the
Company will be entitled to seek specific performance if a breach or a threatened breach by the Company under this Section 6
occurs.


 


7. Expenses.
The Company will be responsible for and will pay all expenses relating to the Placement, including, without limitation, (a) all
filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA filing fees; (c) all fees
and expenses relating to the listing of the Company’s equity or equity-linked securities on the Exchange; (d) all fees,
expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky”
securities laws of such states and other jurisdictions as Aegis may reasonably designate (including, without limitation, all filing
and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will
be Aegis’s counsel) unless such filings are not required in connection with the listing of the securities issued in the
Placement on the Exchange; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the
securities issued in the Placement under the securities laws of such foreign jurisdictions as Aegis may reasonably designate; (f)
the costs of all mailing and printing of the Placement documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer
of Securities from the Company to Aegis; (h) the fees and expenses of the Company’s accountants; (i) such fees of legal
counsel of the investors in the Placement as may be agreed between the Company and such investors; (j) $100,000 for reasonable legal
fees and disbursements for Aegis’s counsel; and (k) $7,500 for reasonable legal expenses of investor counsel.


 


8. Right
of First Refusal. If, for the period beginning on the closing date of the Placement and ending two (2) years after the
closing date of the Placement, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, Aegis
(or any affiliate designated by Aegis) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole
agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including
at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities,
Aegis (or any affiliate designated by Aegis) shall have the right to act as sole book-running manager, sole underwriter or sole
placement agent for such financing. If Aegis or one of its affiliates decides to accept any such engagement, the agreement governing
such engagement (each, a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary
fees for transactions of similar size and nature, but in no event will the fees be less than those outlined herein, and the
provisions of this Agreement, including indemnification, which are appropriate to such a transaction. Notwithstanding the foregoing,
the decision to accept the Company’s engagement under this Section 8 shall be made by Aegis or one of its affiliates, by a
written notice to the Company, within ten (10) days of the receipt of the Company’s notification of its financing
needs.


 






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9. Tail
Financing. Aegis shall be entitled to compensation under Section 3 herein, calculated in the manner set forth therein, with
respect to any public or private offering or other financing or capital raising transaction of any kind (“Tail
Financing”) to the extent that such financing or capital is provided to the Company by funds whom Aegis had contacted
during the Engagement Period or introduced to the Company during the Engagement Period, if such Tail Financing is consummated at any
time within the twelve (12) month period following the expiration or termination of this Agreement.


 


10. Termination. Notwithstanding
anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of
expenses, right of first refusal, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of
the right to trial by jury will survive any termination or expiration of this Agreement. During the engagement hereunder: (i) the
Company will not, and will not permit its representatives to, other than in coordination with Aegis, contact or solicit
institutions, corporations or other entities or individuals as potential purchasers of the Securities and (ii) the Company will not
pursue any financing transaction which would be in lieu of a Placement. Furthermore, the Company agrees that during Aegis’s
engagement hereunder, all inquiries from prospective investors will be referred to Aegis. 


 


11. Publicity.
The Company agrees that it will not issue press releases or engage in any other publicity, without Aegis’s prior written
consent, commencing on the date hereof and continuing until the final closing of the Placement.


 


12. Information.
During the Engagement Period or until the Closing, the Company agrees to cooperate with Aegis and to furnish, or cause to be
furnished, to Aegis, any and all information and data concerning the Company, and the Placement that Aegis deems appropriate (the
“Information”). The Company will provide Aegis reasonable access during normal business hours from and
after the date of execution of this Agreement until the date of the Closing to all of the Company’s assets, properties, books,
contracts, commitments and records and to the Company’s officers, directors, employees, appraisers, independent accountants,
legal counsel and other consultants and advisors. Except as contemplated by the terms hereof or as required by applicable law, Aegis
will keep strictly confidential all non-public Information concerning the Company provided to Aegis. No obligation of
confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter enters the public
domain without a breach by Aegis, (b) was known or became known by Aegis prior to the Company’s disclosure thereof to Aegis as
demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than the Company which
information is not provided by the breach of an obligation of confidentiality owed to the Company, (d) is disclosed by the
Company to a third party without restrictions on its disclosure or (e) is independently developed by Aegis as demonstrated by its
written records. For the avoidance of doubt, except as otherwise provided herein, all information which is not publicly available
relating to the Company’s proprietary technology is proprietary and confidential.


 






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13. No
Third Party Beneficiaries; No Fiduciary Obligations. This Agreement does not create, and shall not be construed as creating,
rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification
provisions hereof. The Company acknowledges and agrees that: (i) Aegis is not and shall not be construed as a fiduciary of the
Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue
of this Agreement or the retention of Aegis hereunder, all of which are hereby expressly waived; and (ii) Aegis is a full service
securities firm engaged in a wide range of businesses and from time to time, in the ordinary course of its business, Aegis or its
affiliates may hold long or short positions and trade or otherwise effect transactions for its own account or the account of its
customers in debt or equity securities or loans of the companies which may be the subject of the transactions contemplated by this
Agreement. During the course of Aegis’s engagement with the Company, Aegis may have in its possession material, non-public
information regarding other companies that could potentially be relevant to the Company or the transactions contemplated herein but
which cannot be shared due to an obligation of confidence to such other companies.


 


14. Indemnification,
Advancement & Contribution.


 


(a) Indemnification.
The Company agrees to indemnify and hold harmless Aegis, its affiliates and each person controlling Aegis (within the meaning of
Section 15 of the Securities Act), and the directors, officers, agents and employees of Aegis, its affiliates and each such
controlling person (Aegis, and each such entity or person hereafter is referred to as an “Indemnified
Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities
(collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses
(including the reasonable fees and expenses of counsel for the Indemnified Persons) (collectively, the
“Expenses”) and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person
in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising
out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration
Statement, Prospectus or any other transaction documents in connection with the Placement (as from time to time each may be amended
and supplemented), (B) any materials or information provided to investors by, or with the approval of, the Company in connection
with the marketing of the Placement, including any “road show” or investor presentations made to investors by the
Company (whether in person or electronically), or (C) any application or other document or written communication (collectively
called “application”) executed by the Company or based upon written information furnished by the Company in any
jurisdiction in order to qualify the Securities under the securities laws thereof or to file for an exemption from such requirement
or filed with the Commission, any state securities commission or agency, any national securities exchange; or (ii) the omission or
alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon,
and in conformity with, information provided to the Company by Aegis in writing specifically for use in the Registration Statement,
Prospectus or any other placement documents with respect which or resulting from conduct by Aegis or another Indemnified Party, as
to which Aegis shall indemnify and hold harmless the Company, its officers, directors and controlling parties in the manner set
forth in this Section 14. The Company also agrees to reimburse and advance each Indemnified Person for all Expenses as they are
incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Section 14. 


 






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(b) Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity
may reasonably be expected to be sought under this Section 14, such Indemnified Person shall promptly notify the Company in writing;
provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or
liability which the Company may have on account of this Section 14 or otherwise to such Indemnified Person. The Company shall, if
requested by Aegis, assume the defense of any such action (including the employment of counsel designated by Aegis and reasonably
satisfactory to the Company). Any Indemnified Person shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person
unless: (i) the Company has failed promptly to assume the defense and employ separate counsel reasonably acceptable to Aegis for the
benefit of Aegis and the other Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion of
counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated
by and engaged by the Company for the purpose of representing the Indemnified Person, to represent both such Indemnified Person and
any other person represented or proposed to be represented by such counsel, in which event the Company shall pay the reasonable fees
and expenses of one counsel, plus local counsel, for all Indemnified Parties, which counsel shall, if Aegis is a defendant, be
designated by Aegis. The Company shall not be liable for any settlement of any action effected without its written consent (which
shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of Aegis, settle,
compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of
which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is
a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each
Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action for which indemnification
or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution
obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy
each and every Liability and Expense as it is incurred (and in no event later than 30 days following the date of any invoice
therefore).


 


(c) Contribution.
In the event that a court of competent jurisdiction makes a finding, final beyond right of review, that indemnity is unavailable to
an Indemnified Person, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in
such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to Aegis and any other
Indemnified Person, on the other hand, of the matters contemplated by this Section 1414 or (ii) if the allocation provided by the
immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the
Company, on the one hand, and Aegis and any other Indemnified Person, on the other hand, in connection with the matters as to which
such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the
Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any
Liabilities and Expenses in excess of the amount of commissions and non-accountable expense allowance actually received by Aegis in
the Placement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the
Company on the one hand or Aegis on the other and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and Aegis agree that it would not be just and equitable if
contributions pursuant to this subsection 14(c) were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this subsection 14(c). For purposes of this paragraph,
the relative benefits to the Company, on the one hand, and to Aegis on the other hand, of the matters contemplated by this Section
14 shall be deemed to be in the same proportion as: (a) the total value received by the Company in the Placement, whether or not
such Placement is consummated, bears to (b) the commissions paid to Aegis under the Transaction Documents. Notwithstanding the
above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled
to contribution from a party who was not guilty of fraudulent misrepresentation.


 






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(d) Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with
any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that
Liabilities (and related Expenses) of the Company have resulted exclusively from such Indemnified Person’s gross negligence or
willful misconduct in connection with any such advice, actions, inactions or services.


 


15. Governing
Law; Venue. This Agreement shall be governed by and construed in accordance with the law of the State of New York. Each of
Aegis and the Company (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the
transactions contemplated hereby will be instituted exclusively in the courts of the State of New York located in the City and
County of New York or in the United States District Court for the Southern District of New York (ii) waives any objection which it
may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of
such courts in any such suit, action or proceeding. Each of Aegis and the Company further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or proceeding in such courts and agrees that service of process
upon the Company mailed by certified mail to the Company’s address will be deemed in every respect effective service of
process upon the Company, in any such suit, action or proceeding, and service of process upon Aegis mailed by certified mail to
Aegis’s address will be deemed in every respect effective service process upon Aegis, in any such suit, action or proceeding.
Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the
respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any,
controlling Aegis or any of its affiliates, will have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses,
claims, damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad
faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with
duties to the Company.


 


16. Equitable
Remedies. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any
breach or threatened breach by the Company of its obligations contained in Section 6 or Section 8 of the Agreement. If a breach or a
threatened breach by the Company of any such obligations occurs, Aegis will, in addition to any and all other rights and remedies
that may be available to such party at law, at equity, or otherwise in respect of such breach, be entitled to seek equitable relief,
including a temporary restraining order, an injunction, specific performance of the terms of Section 6 and Section 8, as applicable,
and any other relief that may be available from a court of competent jurisdiction.


 


If
you are in agreement with the foregoing, please sign and return to us one copy of this Agreement. This Agreement may be executed in counterparts
(including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one
and the same instrument.


 


[Signature
Page of BRSH Placement Agent Agreement Follows]


 




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	 	Very truly yours,
	 	 	 
	 	Aegis Capital Corp. 
	 	 	 
	 	By:	
	 	Name:	Robert
    Eide
	 	Title:	Chief
    Executive Officer


 


AGREED
AND ACCEPTED:


 


The
foregoing accurately sets forth our understanding and agreement with respect to the matters set forth herein.


 


Bruush
Oral Care Inc.


 


	By:		 
	Name:	Aneil
    Singh Manhas	 
	Title:	Chief
    Executive Officer	 


 





[Signature
Page of BRSH Placement Agent Agreement]


 






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