Blueprint





 







 Exhibit 4.10


 



FORM OF SPECIMEN UNIT CERTIFICATE 



 


	

NUMBER 

	

  

	

  


	

U-_____________

	

  

	

UNITS 








 



SEE REVERSE FOR CERTAIN 


DEFINITIONS 



 



ENDRA LIFE SCIENCES INC. 



 



CUSIP 29273B 203 



UNITS CONSISTING OF ONE SHARE OF COMMON STOCK
AND 



ONE WARRANT TO PURCHASE ONE SHARE OF COMMON
STOCK 



 


	

  

	

  

	

  


	

THIS
CERTIFIES THAT 

	

  

	

  








 


	

is the
owner of 

	

  

	

  

	

  

	

Units. 








 



Each Unit (“Unit”)
consists of one (1) share of common stock, par value $0.0001 per
share (“Common
Stock”), of ENDRA LIFE SCIENCES INC., a Delaware
corporation (the “Company”),
and one (1) warrant (“Warrant”).
The Warrant entitles the holder to purchase one (1) share of Common
Stock for $[___] per share (subject to adjustment). The Warrant
will become exercisable on (i) the first trading day following the
sixtieth (60th) day following the date of the prospectus filed
in connection with the Company’s initial public offering or (ii) such earlier
date as National Securities Corporation shall determine is
acceptable, and will expire unless exercised before 5:00 p.m. New
York City time on the date which is five (5) years from the date of
the prospectus filed in connection with the
Company’s initial public offering of this Unit
(the “Expiration
Date”). 



 



The Common Stock and Warrant comprising each Unit shall begin to
trade separately on (i) the first trading day following the
sixtieth (60th) day following the date of the prospectus filed
in connection with the Company’s initial public offering or (ii) such earlier
date as National Securities Corporation shall determine is
acceptable. 



 



The terms of the Warrants are governed by a Warrant Agreement,
dated as of May [__], 2017, between the Company and Corporate Stock
Transfer, Inc., as Warrant Agent, and are subject to the terms and
provisions contained therein, all of which terms and provisions the
holder of this certificate
consents to by acceptance hereof. Copies of the Warrant Agreement
are on file at the office of the Warrant Agent at 3200 Cherry Creek
Drive South, #430, Denver, CO 80209 and are available to any
Warrant holder on written request and without
cost. 



 



This certificate shall be governed by and construed under New York
law. This certificate is not valid unless countersigned by the
Transfer Agent and Registrar of the Company. 



 




	




	
 

	
 







 








 







  



 Witness the facsimile
seal of the Company and the facsimile signature of its duly
authorized officers. 



 



[ENDRA LIFE SCIENCES INC.] 


 


	

  


	

COUNTERSIGNED
AND REGISTERED: 


	

CORPORATE
STOCK TRANSFER, INC. 


	

TRANSFER
AGENT AND REGISTRAR 


	

BY: 


	

AUTHORIZED
OFFICER 


	

  


	

By 


	

  


	

(SIGNATURE) 


	

CHIEF
EXECUTIVE OFFICER 


	

  


	

(SEAL) 


	

  


	

(SIGNATURE) 


	

SECRETARY 








 




 








 







  


[REVERSE
OF CERTIFICATE]



 



ENDRA LIFE SCIENCES INC. 



 


The Company will furnish without charge to each
stockholder who so requests, a statement of the powers,
designations, preferences and relative, participating, optional or
other special rights of each class of shares or series thereof of
the Company and the qualifications, limitations, or restrictions of
such preferences and/or rights. This certificate and the units
represented hereby are issued and shall be held subject to the
terms and conditions applicable to the securities underlying and
comprising the units, including, as applicable, the Company’s
Certificate of Incorporation and all amendments thereto, the
Warrant Agreement and resolutions of the Company’s Board of
Directors providing for the issue of securities (copies of which
may be obtained from the secretary of the Company), to all of which
the holder(s) of this certificate by acceptance hereof
assents. 



 


The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as
though they were written out in full according to applicable laws
or regulations: 



 


TEN COM - as tenants in common 


TEN ENT - as tenants by the
entireties 


JT TEN - as joint tenants with right of
survivorship and not as tenants in common 



 


	

UNIF
GIFT MIN ACT-

	
 

	

Custodian

	
 

	
 


	
 

	

(Cust)

	
 

	


(Minor) 

	
 


	
 

	

 

	
 

	


   

	
 


	under Uniform Gifts to Minors
Act	

 
   

	
 


	
 

	

 

	

(State)

	
 


	
 

	

 

	
 

	


   

	
 







 



Additional abbreviations may also be used though not in the above
list. 



 



For value received  
                 
                 
               
   


, hereby sell(s), assign(s) and transfer(s)
unto 







 



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE(S) 



 



 


	

(PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF
ASSIGNEE(S)) 


	

  


	

  


	

  


	

  


	

Units
represented by the within Certificate, and hereby irrevocably
constitute(s) and appoint(s) 


	

  


	

  








 

 






 








 







  



Attorney to transfer the said Units on the books of the within
named Company with full power of substitution in the
premises. 



 



Dated: 



 



NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER. 


 


	

  

	

  

	

  


	

Signature(s)
Guaranteed: 


	

  

	

  


	

By 

	

  

	

  








 



THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SEC RULE
17Ad-15).