Blueprint






Exhibit 4.2






WARRANT
AGREEMENT


THIS WARRANT AGREEMENT (this
“Warrant
Agreement”), dated as of December [__], 2016, is
entered into by and between ENDRA Life Sciences Inc., a Delaware
corporation (the “Company”), and Corporate Stock
Transfer, Inc., a Colorado corporation (the “Warrant Agent”).


WHEREAS, the
Company is engaged in an initial public offering (the
“Offering”) of
shares of the Company’s Common Stock, with each share of
common stock being sold together with a Warrant (the
“Warrants”) to
the public investors, each of such Warrants evidencing the right of
the holder thereof to purchase one-half of one share of the
Company’s Common Stock, par value $0.0001 per share (the
“Common Stock”)
for [$___], subject to
adjustment as described herein;


WHEREAS, the
Company has filed with the U.S. Securities and Exchange Commission
(the “Commission”) a Registration
Statement on Form S-1, No. 333-214724 (as the same may be amended
from time to time, the “Registration Statement”), for the
registration, under the Securities Act of 1933, as amended (the
“Securities
Act”), of, among other securities, the Warrants and
the Common Stock issuable upon exercise of the Warrants (the
“Warrant
Shares”);


WHEREAS, the
Registration Statement was declared effective on December [__],
2016;


WHEREAS, the
Company desires the Warrant Agent to act on behalf of the Company,
and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange and exercise of the
Warrants;


WHEREAS, the
Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of
the Company, the Warrant Agent, and the holders of the Warrants
(each, a “Holder”); and


WHEREAS, all acts
and things have been done and performed which are necessary to make
the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided
herein, the valid and binding obligations of the Company, and to
authorize the execution and delivery of this Warrant
Agreement.


NOW,
THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


1. Appointment
of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company
for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Warrant
Agreement.



 







 






2. Warrants.


2.1 Form
of Warrant. Each Warrant shall
be issued in registered, book-entry form only, shall be in
substantially the form of Exhibit A
hereto (each a
“Book-Entry Warrant
Certificate”), the
provisions of which are incorporated herein, and shall be signed
by, or bear the facsimile signature of, the Chief Executive
Officer, President, Chief Financial Officer, Treasurer, Secretary
or Assistant Secretary of the Company. For purposes of this
Agreement, the term “Issuance
Date” means the date a
Warrant shall be issued. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to
serve in the capacity in which such person signed the Warrant
before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the Issuance
Date.


For purposes of this Agreement, the term
“person” (whether or not capitalized) means an
individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any
kind.


As used
in this Warrant Agreement, the term “Holder” refers only to a
registered holder of the Warrants.


2.2 Effect
of Countersignature. Unless and
until countersigned by the Warrant Agent pursuant to this Warrant
Agreement, a Warrant shall be invalid and of no effect and may not
be exercised by a Holder.


2.3 Registration.


2.3.1 Warrant
Register. The Warrant Agent
shall maintain books (the “Warrant
Register”) for the
registration of the original issuance and the registration of any
transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective Holders in such denominations and
otherwise in accordance with instructions delivered to the Warrant
Agent by the Company. To the extent the Warrants are eligible as of
the Issuance Date to be deposited through the Depository Trust
Company (the “Depository”), all of the Warrants shall be represented
by one or more Book-Entry Warrant Certificates deposited with the
Depository and registered in the name of Cede & Co., a
nominee of the Depository. Ownership of beneficial interests in the
Book-Entry Warrant Certificates shall be shown on, and the transfer
of such ownership shall be effected through, records maintained (i)
by the Depository or its nominee for each Book-Entry Warrant
Certificate; or (ii) by institutions that have accounts with the
Depository (such institution, with respect to a Warrant in its
account, a “Participant”).



 

2







 






If the Warrants are not eligible as of the
Issuance Date to be deposited through the Depository, or if the
Depository subsequently ceases to make its book-entry settlement
system available for the Warrants, the Company may instruct the
Warrant Agent to make other arrangements for book-entry settlement
within ten (10) Business Days after the Depository ceases to make
its book-entry settlement available. In the event that the Company
does not make alternative arrangements for book-entry settlement
within ten (10) Business Days or the Warrants are not eligible for,
or it is no longer necessary to have the Warrants available in,
book-entry form, the Warrant Agent shall provide written
instructions to the Depository to deliver to the Warrant Agent for
cancellation each Book-Entry Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to the Depository
definitive warrant certificates in physical form evidencing such
Warrants (the “Definitive Warrant
Certificates”; each of
the Book-Entry Warrant Certificates and the Definitive Warrant
Certificates is referred to herein as a “Warrant
Certificate”). Such
Definitive Warrant certificates shall be in substantially the form
attached hereto as Exhibit
A.


As used in this Warrant Agreement, the term
“Business Day” means any day other than Saturday, Sunday
or other day on which commercial banks in the City of New York are
authorized or required by law or executive order to remain
closed.


2.3.2 Beneficial
Owner; Registered Holder. Prior
to due presentment for registration of transfer of any Warrant, the
Company and the Warrant Agent may deem and treat the person in
whose name such Warrant shall be registered upon the Warrant
Register (“registered
holder”), as the absolute
owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the
Definitive Warrant Certificate made by anyone other than the
Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the contrary.
Any person in whose name ownership of a beneficial interest in the
Warrants evidenced by a Book-Entry Warrant Certificate is recorded
in the records maintained by the Depository or its nominee shall be
deemed the “beneficial owner” thereof; provided, that
all such beneficial interests shall be held through a Participant
which shall be the registered holder of such Warrants. The rights
of beneficial owners shall be limited to those established by
applicable law and agreements between the Depository and the
Participants and between such Participants and beneficial owners
and must be exercised through a Participant in accordance with the
rules and procedures of the Depository; provided, however, the
Company acknowledges and agrees that the rights and remedies of a
Holder hereunder are vested with such beneficial
owners.


2.4 Uncertificated
Warrants. Notwithstanding the
foregoing and anything else in this Warrant Agreement to the
contrary, the Warrants may be issued in uncertificated
form.


3. Terms
and Exercise of Warrants.


3.1 Exercise
Price. Each Warrant shall, when
countersigned by the Warrant Agent, entitle the Holder, subject to
the provisions of such Warrant and of this Warrant Agreement, to
purchase from the Company the number of shares of Common Stock
stated therein, at the price of $[___] per share, subject to the
subsequent adjustments provided in Section 4 hereof. The term
“Exercise
Price” as used in this
Warrant Agreement refers to the price per share at which Common
Stock may be purchased at the time a Warrant is
exercised.


3.2 Duration
of Warrants. A Warrant may be
exercised only during the period (“Exercise
Period”) commencing on
the Issuance Date and terminating at 5:00 p.m., New York City time
on December [__], 2021 (the “Expiration
Date”). Each Warrant not
exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this
Warrant Agreement shall cease at the close of business on the
Expiration Date.



 

3







 






3.3 Exercise
of Warrants.


3.3.1 Exercise
and Payment. A Holder may
exercise a Warrant by delivering, not later than 5:00 p.m., New
York City time, on any Business Day during the Exercise Period (the
“Exercise
Date”) to the Warrant
Agent at its corporate trust department (i) a duly executed e-mail
or facsimile copy of an election to purchase Warrant Shares
underlying such Warrant in the form included on the reverse side of
the applicable Warrant Certificate (an “Election to
Purchase”) and (ii)
unless the cashless exercise procedure specified in Section 3.3.9
below is specified in the applicable Election to Purchase, the
aggregate Exercise Price for the shares specified in the applicable
Election to Purchase by wire transfer or cashier’s check
drawn on a United States bank. No ink-original Election to Purchase
shall be required. Unless Warrant Shares, or a Warrant Certificate
evidencing unexercised Warrants, are to be issued in a name other
than that of the exercising Holder, no medallion guarantee (or
other type of guarantee or notarization) of any Election to
Purchase form shall be required. Notwithstanding anything herein to
the contrary, a Holder shall not be required to physically
surrender such Holder’s Warrant Certificate to the Warrant
Agent or the Company until such Holder has purchased all of the
Warrant Shares available thereunder and the Warrant has been
exercised in full, in which case, the Holder shall surrender such
Holder’s Warrant Certificate to the Warrant Agent for
cancellation at the same time that the final Election to Purchase
is delivered to the Warrant Agent. Partial exercises of any Warrant
resulting in purchases of a portion of the total number of Warrant
Shares available thereunder shall have the effect of lowering the
outstanding number of Warrant Shares purchasable thereunder in an
amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Warrant Agent shall maintain records showing the
number of Warrant Shares purchased and the date of such purchases.
The Company or the Warrant Agent shall deliver any objection to any
Election to Purchase within one (1) Trading Day of receipt of such
notice.


The
term “Trading
Day” means a day on which the principal Trading Market
is open for trading. The term “Trading Market” means any of the
following U.S. markets or exchanges on which the Common Stock is
listed or quoted for trading on the date in question: the NYSE,
NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market or
the NASDAQ Global Select Market (or any successors to any of the
foregoing).


The
Warrant Agent shall promptly deposit all funds received by it in
payment of the Exercise Price in the account of the Company
maintained with the Warrant Agent for such purpose and shall advise
the Company via telephone or e-mail at the end of each day on which
funds for the exercise of the Warrants are received of the amount
so deposited to its account. The Warrant Agent shall promptly
confirm such telephonic advice to the Company in
writing.



 

4







 






3.3.2 Issuance
of Certificates. The Warrant
Agent shall, by 11:00 a.m. New York City time on the Trading Day
following the Exercise Date of any Warrant, advise the Company or
the transfer agent and registrar in respect of (a) the number of
Warrant Shares issuable upon such exercise in accordance with the
terms and conditions of this Warrant Agreement, (b) the
instructions of each Holder with respect to delivery of the Warrant
Shares issuable upon such exercise, and the delivery of Definitive
Warrant Certificates, as appropriate, evidencing the balance, if
any, of the Warrants remaining after such exercise and (c) in case
of a Book-Entry Warrant Certificate, the notation that shall be
made to the records maintained by the Depository or its nominee for
each Book-Entry Warrant Certificate, as appropriate, evidencing the
balance, if any, of the Warrants remaining after such
exercise.


The
Company shall, by 5:00 p.m., New York City time, on the third
Trading Day next succeeding the Exercise Date of any Warrant and
the clearance of the funds in payment of the aggregate Exercise
Price, execute, issue and deliver to the Warrant Agent, the Warrant
Shares to which such Holder is entitled, in fully registered form,
registered in such name or names as may be directed by such Holder.
Upon receipt of such Warrant Shares, the Warrant Agent shall, by
5:00 p.m., New York City time, on the third Trading Day next
succeeding such Exercise Date, transmit such Warrant Shares to, or
upon the order of, such Holder.


In lieu
of delivering physical certificates representing the Warrant Shares
issuable upon exercise of any Warrants, provided the
Company’s transfer agent is participating in the
Depository’s Fast Automated Securities Transfer (FAST)
program, the Company shall use its commercially reasonable efforts
to cause its transfer agent to electronically transmit the Warrant
Shares issuable upon exercise to the Depository by crediting the
account of the Depository or of the Participant, as the case may
be, through its Deposit Withdrawal Agent Commission system. The
time periods for delivery described in the immediately preceding
paragraph shall apply to the electronic transmittals described in
this Warrant Agreement. While the Warrants are outstanding, the
Company agrees to use reasonable best efforts to maintain a
transfer agent that participates in the FAST program.


3.3.3 Rescission
Rights. If the Company fails to
cause the Warrant Agent to transmit to any Holder the Warrant
Shares by the third Trading Day following the Exercise Date, then
such Holder will have the right to rescind such
exercise.


3.3.4 Valid
Issuance. All shares of Common
Stock issued upon the proper exercise of a Warrant in conformity
with this Warrant Agreement shall be validly issued, fully paid and
nonassessable.


3.3.5 No
Fractional Exercise. Warrants
may be exercised only in whole numbers of Warrant Shares. No
fractional Warrant Shares are to be issued upon the exercise of a
Warrant, but rather the number of Warrant Shares to be issued shall
be rounded up or down, as applicable, to the nearest whole number.
If fewer than all of the Warrants evidenced by a Definitive Warrant
Certificate are exercised, a new Definitive Warrant Certificate for
the number of unexercised Warrants remaining shall be executed by
the Company and countersigned by the Warrant Agent as provided in
Section 2 of this Warrant Agreement, and delivered to the Holder at
the address specified on the books of the Warrant Agent or as
otherwise specified by such Holder. If fewer than all of the
Warrants evidenced by a Book-Entry Warrant Certificate are
exercised, a notation shall be made to the records maintained by
the Depository or its nominee for each Book-Entry Warrant
Certificate, as appropriate, evidencing the balance of the Warrants
remaining after such exercise.



 

5







 






3.3.6 No
Transfer Taxes. The Company
shall not be required to pay any stamp or other tax or governmental
charge required to be paid in connection with any third party
transfer involved in the issue of the Warrant Shares upon the
exercise of Warrants; and in the event that any such third party
transfer is involved, the Company shall not be required to issue or
deliver any Warrant Shares until such tax or other charge shall
have been paid or it has been established to the Company’s
satisfaction that no such tax or other charge is
due.


3.3.7 Date
of Issuance. Each person in
whose name any such certificate for Warrant Shares is issued shall
for all purposes be deemed to have become the holder of record of
such shares on the date on which the applicable Warrant was
surrendered and payment of the Exercise Price was made,
irrespective of the date of delivery of any such certificate,
except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of record of such
shares at the close of business on the next succeeding date on
which the stock transfer books are open.


3.3.8 Optional
Cashless Exercise. If at any
time during the term of this Warrant there is no effective
registration statement registering under the Securities Act, or no
current prospectus available for, the issuance or resale of the
Warrant Shares by the registered holder, then this Warrant may also
be exercised at such time by means of a “cashless
exercise” in which the registered holder shall be entitled to
receive a certificate for the number of Warrant Shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A),
where:


(A)           =
the VWAP (as defined below) on the Trading Day immediately
preceding the date of such election;


(B)           =
the Exercise Price of this Warrant, as adjusted;
and


(X)           =
the number of Warrant Shares issuable upon exercise of this Warrant
in accordance with the terms of this Warrant by means of a cash
exercise rather than a cashless exercise.


The
term “VWAP”
means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market (as defined below), the daily
volume weighted average price of the Common Stock for such date (or
the nearest preceding date) on the Trading Market on which the
Common Stock is then listed or quoted as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02
p.m. (Eastern time), (b) if the OTC Bulletin Board is not a Trading
Market, the volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the OTC Bulletin
Board, (c) if the Common Stock is not then listed or quoted for
trading on the OTC Bulletin Board and if prices for the Common
Stock are then reported in the “Pink Sheets” published
by OTC Markets Group, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent
bid price per share of the Common Stock so reported, or (d) in all
other cases, the fair market value of a share of Common Stock as
determined by an independent appraiser selected in good faith by
the Warrant Agent and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the
Company.



 

6







 






3.3.9 Disputes.
In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the registered holder the number of
Warrant Shares that are not disputed.


3.3.10 Limitations on
Exercise. Neither the Warrant
Agent nor the Company shall effect any exercise of any Warrant, and
a registered holder shall not have the right to exercise any
portion of a Warrant to the extent that after giving effect to the
issuance of Warrant Shares after exercise as set forth on the
applicable Election to Purchase, such Holder (together with such
Holder’s affiliates (as defined in Rule 405 under the
Securities Act), and any other person or entity acting as a group
together with such Holder or any of such Holder’s affiliates
(each an “Attribution
Party”)), would
beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by a Holder and
its Affiliates and its Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of the Warrant
with respect to which such determination is being made, but shall
exclude the number of shares of Common Stock which would be
issuable upon (i) exercise of the remaining, nonexercised portion
of this Warrant beneficially owned by such Holder or any of its
Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities
of the Company (including, without limitation, any other Common
Stock Equivalents) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially
owned by such Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for
purposes of this Section 3.3.10,
beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations
promulgated thereunder, it being acknowledged by each Holder that
neither the Warrant Agent nor the Company is representing to such
Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and such Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section
3.3.10 applies, the determination of whether a Warrant is
exercisable (in relation to other securities owned by a Holder
together with any Affiliates and Attribution Parties) and of which
portion of a Warrant is exercisable shall be in the sole discretion
of a Holder, and the submission of an Election to Purchase shall be
deemed to be such Holder’s determination of whether such
Warrant is exercisable (in relation to other securities owned by
such Holder together with any Affiliates and Attribution Parties)
and of which portion of a Warrant is exercisable, and neither the
Warrant Agent nor the Company shall have any obligation to verify
or confirm the accuracy of such determination and neither of them
shall have any liability for any error made by such Holder. In
addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 3.3.10, in
determining the number of outstanding shares of Common Stock, a
Holder may rely on the number of outstanding shares of Common Stock
as reflected in (A) the Company’s most recent periodic or
annual report filed with the Commission, as the case may be, (B) a
more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Company’s transfer agent
setting forth the number of shares of Common Stock outstanding. The
provisions of this Section 3.3.10
shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this
Section 6 to correct this subsection (or any portion hereof) which
may be defective or inconsistent with the intended beneficial
ownership limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply
to a successor Holder.



 

7







 






The “Beneficial Ownership
Limitation” means 4.99%
of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock
issuable upon exercise of such Warrant.


“Common Stock
Equivalents” means any
securities of the Company or the Subsidiaries which would entitle
the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option,
warrant or other instrument that is at any time convertible into or
exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock.


The Holder may upon prior notice to the Company
and the Warrant Agent increase or decrease the Beneficial Ownership
Limitation, provided that the Beneficial Ownership Limitation in no
event exceeds 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of
shares of Common Stock upon exercise of the applicable Warrant held
by such Holder and the provisions of this Section 3.3.10
shall continue to apply. Any such
increase will not be effective until the 61st day after such notice
is delivered to the Company and the Warrant Agent. The provisions
of this Section 3.3.10 shall be construed, corrected and implemented in a
manner so as to effectuate the intended Beneficial Ownership
Limitation herein contained. The limitations contained in this
paragraph shall apply to a successor Holder of any
Warrant.


4. Adjustments.


4.1 Stock Dividends and
Splits. If the Company, at any
time while any of the Warrants is outstanding: (i) pays a stock
dividend or otherwise makes a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance
of doubt, shall not include any Warrant Shares issued pursuant to
this Warrant Agreement or any of the Warrants), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues by reclassification of shares of the Common Stock
any shares of capital stock of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event, and the
number of Warrant Shares shall be proportionately adjusted such
that the aggregate Exercise Price of each Warrant shall remain
unchanged. Any adjustment made pursuant to this Section
4.1 shall
become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re-classification. The Company shall promptly notify Warrant Agent
of any such adjustment and give specific instructions to Warrant
Agent with respect to any adjustments to the Warrant
Register.



 

8







 






4.2 Subsequent
Rights Offerings. In addition
to any adjustments pursuant to Section 4.1
above, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to
purchase stock, warrants, securities or other property pro rata to
the record holders of any class of shares of Common Stock (the
“Purchase
Rights”), then each
Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which such
Holder could have acquired if such Holder had held the number of
shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation)
immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights (provided, however, to the extent that any
Holder’s right to participate in any such Purchase Right
would result in such Holder exceeding the Beneficial Ownership
Limitation, then such Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of
such shares of Common Stock as a result of such Purchase Right to
such extent) and such Purchase Right to such extent shall be held
in abeyance for such Holder until such time, if ever, as its right
thereto would not result in such Holder exceeding the Beneficial
Ownership Limitation).


4.3 Pro
Rata Distributions. During such
time as any of the Warrants is outstanding, if the Company shall
declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common
Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or
other similar transaction) (a “Distribution”), at any time after the Issuance Date,
then, in each such case, each Holder shall be entitled to
participate in such Distribution to the same extent that such
Holder would have participated therein if such Holder had held the
number of Warrant Shares acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof,
including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such
Distribution, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined
for the participation in such Distribution (provided,
however,
to the extent that any Holder’s right to participate in any
such Distribution would result in such Holder exceeding the
Beneficial Ownership Limitation, then such Holder shall not be
entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result
of such Distribution to such extent) and the portion of such
Distribution shall be held in abeyance for the benefit of such
Holder until such time, if ever, as its right thereto would not
result in such Holder exceeding the Beneficial Ownership
Limitation).



 

9







 






4.4 Fundamental
Transaction. If, at any time
while the Warrants are outstanding, (i) the Company, directly or
indirectly, in one or more related transactions effects any merger
or consolidation of the Company with or into another person, (ii)
the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of
all or substantially all of its assets in one transaction or a
series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the
Company or another person) is completed pursuant to which holders
of Common Stock are permitted to sell, tender or exchange their
shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Stock, (iv)
the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share
exchange (other than as a result of a dividend, subdivision or
combination covered by Section 4.1) pursuant to which the Common
Stock is effectively converted into or exchanged for other
securities, cash or property, or (v) the Company, directly or
indirectly, in one or more related transactions consummates a stock
or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another person or group of
persons whereby such other person or group acquires more than 50%
of the outstanding shares of Common Stock (not including any shares
of Common Stock held by the other person or other persons making or
party to, or associated or affiliated with the other persons making
or party to, such stock or share purchase agreement or other
business combination) (each a “Fundamental
Transaction”), then, upon
any subsequent exercise of a Warrant, each Holder shall have the
right to receive, for each Warrant Share that would have been
issuable upon such exercise immediately prior to the occurrence of
such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 3.3.10
on the exercise of such Warrant), the
number of shares of common stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate
Consideration”)
receivable as a result of such Fundamental Transaction by a holder
of the number of Warrant Shares for which each Warrant is
exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 3.3.10
on the exercise of such Warrant). For
purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or other property to be
received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration that such
Holder receives upon any exercise of each Warrant following such
Fundamental Transaction. The Company shall cause any successor
entity in a Fundamental Transaction in which the Company is not the
survivor (the “Successor
Entity”), to assume in
writing all of the obligations of the Company under this Warrant
Agreement in accordance with the provisions of this Section 4.3
pursuant to written agreements and shall, upon the written request
of such Holder and without regard to any limitation in
Section 3.3.10 on
the exercise of such Warrant, deliver to such Holder in exchange
for the applicable Warrants created by this Warrant Agreement a
security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to the Warrants which
are exercisable for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity), if any, plus
any Alternate Consideration, receivable as a result of such
Fundamental Transaction by a holder of the number of shares of
Common Stock for which the Warrants are exercisable immediately
prior to such Fundamental Transaction, and with an exercise price
which applies the Exercise Price hereunder to such shares of
capital stock, if any, plus any Alternate Consideration (but taking
into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such
shares of capital stock, such number of shares of capital stock and
such exercise price being for the purpose of protecting the
economic value of such Warrant immediately prior to the
consummation of such Fundamental Transaction). Upon the occurrence
of any such Fundamental Transaction the Successor Entity shall
succeed to, and be substituted for (so that from and after the date
of such Fundamental Transaction, the provisions of this Warrant
Agreement and the Warrants referring to the “Company”
shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant Agreement and the
Warrants with the same effect as if such Successor Entity had been
named as the Company herein and therein.



 

10







 






The
Company shall instruct the Warrant Agent to mail, by first class
mail, postage prepaid, to each Holder, written notice of the
execution of any such amendment, supplement to this Warrant
Agreement and/or the Warrants or other agreement. Any such
amendment, supplement or other agreement entered into by the
Successor Entity shall provide for adjustments, which shall be as
nearly equivalent as may be practicable to the adjustments provided
for in this Section 4. The Warrant Agent shall be under no
responsibility to determine the correctness of any provisions
contained in such amendment, supplement or other agreement relating
either to the kind or amount of securities or other property
receivable upon exercise of the Warrants or with respect to the
method employed and provided therein for any adjustments and shall
be entitled to rely upon the provisions contained in any such
amendment, supplement or other agreement. The provisions of this
Section 4.3 shall similarly apply to successive reclassifications,
changes, consolidations, mergers, sales and conveyances of the kind
described above.


4.5 Other
Events. If any event occurs of
the type contemplated by the provisions of Section 4.1, 4.2 or 4.3
but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features to all
holders of Common Stock for no consideration), then the
Company’s Board of Directors will in good faith make an
adjustment in the Exercise Price and the number of Warrant Shares
so as to protect the rights of each Holder.


4.6 Notice
to Allow Exercise by Holder. If
(A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Common Stock, (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of
the Common Stock, (C) the Company shall authorize the granting to
all holders of the Common Stock rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any
rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common
Stock, any consolidation or merger to which the Company is a party,
any sale or transfer of all or substantially all of the assets of
the Company, or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property, or (E)
the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall cause to be mailed
to each Holder at its last address as it shall appear upon the
Warrant Register of the Company, at least 20 calendar days prior to
the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which
the holders of the Common Stock of record to be entitled to such
dividend, distributions, redemption, rights or warrants are to be
determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is
expected that holders of the Common Stock of record shall be
entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share
exchange; provided that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such
notice. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. A Holder shall remain entitled to
exercise its Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such
notice except as may otherwise be expressly set forth
herein.



 

11







 






4.7 Notices
of Changes in Warrant. Upon
every adjustment of the Exercise Price or the number of Warrant
Shares, the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Exercise Price
resulting from such adjustment and the increase or decrease, if
any, in the number of Warrant Shares purchasable upon the exercise
of a Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2 or
4.3, then, in any such event, the Company shall give written notice
to each Holder, at the last address set forth for such Holder in
the Warrant Register, of the record date or the effective date of
the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such
event.


4.8 No
Fractional Shares.
Notwithstanding any provision contained in this Warrant Agreement
to the contrary, the Company shall not issue fractional shares upon
exercise of Warrants. If, by reason of any adjustment made pursuant
to this Section 4, a Holder would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up or down, as applicable,
to the nearest whole number the number of Warrant Shares to be
issued to such Holder.


4.9 Form
of Warrant. The form of Warrant
need not be changed because of any adjustment pursuant to this
Section 4, and Warrants issued after such adjustment may state the
same Exercise Price and the same number of shares as is stated in
the Warrants initially issued pursuant to this Warrant Agreement.
However, the Company may at any time in its sole discretion make
any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any
Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the
form as so changed.


4.10 Calculations.
All calculations under this Section 4 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 4, the number of shares of Common Stock
deemed to be issued and outstanding as of a given date shall be the
sum of the number of shares of Common Stock (excluding treasury
shares, if any) issued and outstanding.



 

12







 






5. Transfer
and Exchange of Warrants.


5.1 Registration
of Transfer. The Warrant Agent
shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any
such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled
by the Warrant Agent. The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon
request.


5.2 Procedure
for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a
written request for exchange or transfer reasonably acceptable to
Warrant Agent, duly executed by the Holder thereof, or by a duly
authorized attorney, and thereupon the Warrant Agent shall issue in
exchange therefor one or more new Warrants as requested by the
Holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that except as
otherwise provided herein or in any Book-Entry Warrant Certificate,
each Book-Entry Warrant Certificate may be transferred only in
whole and only to the Depository, to another nominee of the
Depository, to a successor depository, or to a nominee of a
successor depository; provided further, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not cancel such Warrant and issue new
Warrants in exchange therefor until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new Warrants must also bear
a restrictive legend.


5.3 Fractional
Warrants. The Warrant Agent
shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a Warrant Certificate
for a fraction of a Warrant.


5.4 Service
Charges. No service charge
shall be made for any exchange or registration of transfer of
Warrants.


5.5 Warrant
Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to
deliver, in accordance with the terms of this Warrant Agreement,
the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on
behalf of the Company for such purpose.


6. Other
Provisions Relating to Rights of Holders of
Warrants.


6.1 No
Rights as Stockholder. Except
as otherwise specifically provided herein, a Holder, solely in its
capacity as an owner of a Warrant, shall not be entitled to vote or
receive dividends or be deemed the holder of share capital of the
Company for any purpose, nor shall anything contained in this
Warrant Agreement be construed to confer upon a Holder, solely in
its capacity as the owner of a Warrant, any of the rights of a
stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue
of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the
issuance to the Holder of the Warrant Shares which it is then
entitled to receive upon the due exercise of a Warrant. For the
avoidance of doubt, ownership of a Warrant does not entitle the
Holder or any beneficial owner thereof to any of the rights of a
stockholder.



 

13







 






6.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or
destroyed, the Company and the Warrant Agent may, on such terms as
to indemnity or otherwise as they may in their discretion impose
(which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination, tenor
and date as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time
enforceable by anyone.


6.3 Reservation
of Common Stock. The Company
shall at all times reserve and keep available a number of its
authorized but unissued shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Warrant
Agreement.


7. Concerning
the Warrant Agent and Other Matters.


7.1 Payment
of Taxes. The Company will from
time to time promptly pay all taxes and charges that may be imposed
upon the Company or the Warrant Agent in respect of the issuance or
delivery of Warrant Shares upon the exercise of Warrants, but the
Company shall not be obligated to pay any transfer taxes in respect
of the Warrants or such shares.


7.2 Resignation,
Consolidation, or Merger of Warrant Agent.


7.2.1 Appointment
of Successor Warrant Agent. The
Warrant Agent, or any successor to it hereafter appointed, may
resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) calendar days’
notice in writing to the Company. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to
make such appointment within a period of thirty (30) calendar days
after it has been notified in writing of such resignation or
incapacity by the Warrant Agent or by the Holder (who shall, with
such notice, submit such Holder’s Warrants for inspection by
the Company), then such Holder may apply to the Supreme Court of
the State of New York for the County of New York for the
appointment of a successor Warrant Agent, the expenses of which
shall be paid by the Company. Any successor Warrant Agent (but not
including the initial Warrant Agent), whether appointed by the
Company or by such court, shall be a duly organized and existing
corporation, authorized under the laws of its state of
incorporation to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After
appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense
of the Company, an instrument transferring to such successor
Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights,
immunities, duties, and obligations.



 

14







 






7.2.2 Notice
of Successor Warrant Agent. In
the event a successor Warrant Agent shall be appointed, the Company
shall give notice thereof to the predecessor Warrant Agent and the
transfer agent for the Common Stock not later than the effective
date of any such appointment.


7.2.3 Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may
be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under
this Warrant Agreement without any further act.


7.3 Fees
and Expenses of Warrant Agent.


7.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration
for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties
hereunder.


7.3.2 Further
Assurances. The Company agrees
to perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further
and other acts, instruments and assurances as may reasonably be
required by the Warrant Agent for the carrying out or performing of
the provisions of this Warrant Agreement.


7.4 Liability
of Warrant Agent.


7.4.1 Reliance
on Company Statement. Whenever
in the performance of its duties under this Warrant Agreement the
Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a statement
signed by the President, Chief Executive Officer or Chief Financial
Officer of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this
Warrant Agreement.


7.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross
negligence, willful misconduct or bad faith. The Company agrees to
indemnify the Warrant Agent and save it harmless against any and
all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the
execution of this Warrant Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct or bad
faith.



 

15







 






7.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the
validity of this Warrant Agreement or with respect to the validity
or execution of any Warrant (except its countersignature hereof and
thereof); nor shall it be responsible for any breach by the Company
of any covenant or condition contained in this Warrant Agreement or
in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible
for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation
of any Warrant Shares to be issued pursuant to this Warrant
Agreement or any Warrant or as to whether any Warrant Shares will
when issued be validly issued and fully paid and
nonassessable.


7.5 Acceptance
of Agency. The Warrant Agent
hereby accepts the agency established by this Warrant Agreement and
agrees to perform the same upon the terms and conditions herein set
forth and, among other things, shall account promptly to the
Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all moneys received by the Warrant
Agent for the purchase of Warrant Shares through the exercise of
Warrants.


8. Miscellaneous
Provisions.


8.1 Successors.
All the covenants and provisions of this Warrant Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and
inure to the benefit of their respective successors and
assigns.


8.2 Notices.
Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by a Holder
to or on the Company shall be sufficiently given when so delivered
if by e-mail or fax, the date of confirmed transmission, and if by
hand or overnight delivery or if sent by certified mail or private
courier service within five (5) Business Days after deposit of such
notice, postage prepaid, addressed (until another address is filed
in writing by the Company with the Warrant Agent), as
follows:


ENDRA
Life Sciences Inc.


3600
Green Court, Suite 350


Ann
Arbor, MI 48105


E-mail:
fmichelon@endrainc.com


Fax:
[__________]


Attn:
Chief Executive Officer


 


with a
copy in each case to:


 


K&L
Gates LLP


214
North Tryon Street, Suite 4700


Charlotte, NC
28202


E-mail:
mark.busch@klgates.com


Fax:
(704) 353-3140


Attn:
Mark R. Busch



 

16







 






 


Any
notice, statement or demand authorized by this Warrant Agreement to
be given or made by a Holder or by the Company to or on the Warrant
Agent shall be sufficiently given when so delivered if by e-mail or
fax, the date of confirmed transmission, and if by hand or
overnight delivery or if sent by certified mail or private courier
service within five (5) Business Days after deposit of such notice,
postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as
follows:


Corporate Stock
Transfer, Inc.


3200
Cherry Creek Drive South, #430


Denver,
CO 80209


E-mail:
[______________________]


Fax:
(303) 282-5800

Attn:
[___________]

 


8.3 Applicable
Law. The validity,
interpretation and performance of this Warrant Agreement and of the
Warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of
another jurisdiction. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any
way to this Warrant Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The
Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such
process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8.2 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in
any action, proceeding or claim.


8.4 Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and
nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the parties hereto and the Holders
of the Warrants and, for purposes of Sections 3.3, 8.3 and 8.8, the
Underwriter, any right, remedy, or claim under or by reason of this
Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. The Underwriters shall be deemed to
be an express third-party beneficiary of this Warrant Agreement
with respect to Sections 3.3, 8.3 and 8.8 hereof. All covenants,
conditions, stipulations, promises, and agreements contained in
this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto (and the Underwriters with respect to the
Sections 3.3, 8.3 and 8.8 hereof) and their successors and assigns
and of the Holders.


8.5 Examination
of the Warrant Agreement. A
copy of this Warrant Agreement shall be available for inspection by
any Holder at all reasonable times at the office of the Warrant
Agent in Denver, Colorado and at the office of the Company in Ann
Arbor, Michigan. The Warrant Agent may require any such Holder to
submit his, her or its Warrant for inspection by
it.



 

17







 






8.6 Counterparts.
This Warrant Agreement may be executed in any number of original or
facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same
instrument.


8.7 Effect
of Headings. The section
headings herein are for convenience only and are not part of this
Warrant Agreement and shall not affect the interpretation
thereof.


8.8 Amendments.
Any modifications or amendments, including any amendment to
increase the Exercise Price or shorten the Exercise Period, shall
require the written consent of the Holders of a majority of the
then outstanding Warrants. No consideration shall be offered or
paid to any Person to amend or consent to a waiver or modification
of any provision of this Warrant Agreement unless the same
consideration is also offered to all of the
Holders.


8.9 Severability.
This Warrant Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Warrant
Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the
parties hereto intend that there shall be added as a part of this
Warrant Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and
enforceable.


[Signature page
follows]




  


18








 






IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by
the parties hereto as of the day and year first above
written.


	
 

	


ENDRA
LIFE SCIENCES INC.


 

By:                                                                        

Name:                                                                    

Title:                    
                 
                 
            


 


 


 


CORPORATE
STOCK TRANSFER, INC.


 

By:                                                                        

Name:                                                                    

Title:                    
                 
                 
            


 

                    







  

 

 

 

 

 

 

 






[SIGNATURE PAGE TO
WARRANT AGREEMENT]


 








 







Exhibit A - Form of Warrant Certificate


 


EXERCISABLE ONLY IF
COUNTERSIGNED BY THE WARRANT


AGENT
AS PROVIDED HEREIN.


Warrant
Certificate Evidencing Warrants to Purchase


Common
Stock, par value of $0.0001 per share, as described
herein.


ENDRA
LIFE SCIENCES INC.


	

No.
___________


 

	


CUSIP [_______]


 


 







VOID
AFTER 5:00 P.M., NEW YORK CITY TIME,


ON
DECEMBER, [__], 2021


This
certifies that ________________________ or registered assigns is
the registered holder (the “Holder”) of _____________________
warrants to purchase certain securities (each a “Warrant”). Each Warrant entitles
the Holder, subject to the provisions contained herein and in the
Warrant Agreement (as defined below), to purchase from ENDRA Life
Sciences Inc., a Delaware corporation (the “Company”), one-half of one share
(collectively, the “Warrant
Shares”) of Common Stock, par value $0.0001 per share,
of the Company (“Common
Stock”), at the Exercise Price set forth below. The
price per share at which each Warrant Share may be purchased at the
time each Warrant is exercised (the “Exercise Price”) is $[___]
initially, subject to adjustments as set forth in the Warrant
Agreement (as defined below).


This
Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of December [__], 2016 (the
“Warrant
Agreement”), between the Company and the Warrant
Agent, and is subject to the terms and provisions contained in the
Warrant Agreement, to all of which terms and provisions the Holder
of this Warrant Certificate and the beneficial owners of the
Warrants represented by this Warrant Certificate consent by
acceptance hereof. Copies of the Warrant Agreement are on file and
can be inspected at the below-mentioned office of the Warrant Agent
and at the office of the Company at 3600 Green Court, Suite 350,
Ann Arbor, Michigan 48105. Capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Warrant
Agreement.


Subject
to the terms of the Warrant Agreement, each Warrant evidenced
hereby may be exercised in whole but not in part at any time, as
specified herein, on any Business Day (as defined below) occurring
during the period (the “Exercise Period”) commencing on
the Issuance Date and terminating at 5:00 p.m., New York City time,
on December [__], 2021 (the “Expiration Date”). Each Warrant
remaining unexercised after 5:00 p.m., New York City time, on the
Expiration Date shall become void, and all rights of the Holder of
this Warrant Certificate evidencing such Warrant shall
cease.



 

A-1







 






The
Holder of the Warrants represented by this Warrant Certificate may
exercise any Warrant evidenced hereby by delivering, not later than
5:00 p.m., New York City time, on any Business Day during the
Exercise Period (the “Exercise Date”) to Corporate Stock
Transfer, Inc. (the “Warrant
Agent”, which term includes any successor warrant
agent under the Warrant Agreement described below) at its corporate
trust department at 3200 Cherry Creek Drive South, #430, Denver,
Colorado 80209, (i) a duly executed e-mail or facsimile copy of an
election to purchase (“Election to Purchase”), properly
executed by the Holder hereof on the reverse of this Warrant
Certificate or properly executed by the institution in whose
account the Warrant is recorded on the records of the Depository
(the “Participant”), and substantially
in the form included on the reverse of this Warrant Certificate,
and (ii) unless cashless exercise is permitted under the Warrant
Agreement and exercised by the Holder, the aggregate Exercise Price
for the shares specified in the applicable Election to Purchase by
wire transfer or cashier’s check drawn on a United States
bank. No ink-original Election to Purchase shall be required.
Unless Warrant Shares, or a Warrant Certificate evidencing
unexercised Warrants, are to be issued in a name other than that of
the exercising Holder, no medallion guarantee (or other type of
guarantee or notarization) of any Election to Purchase form shall
be required. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant
Certificate to the Warrant Agent or the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the
Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant Certificate to the Warrant Agent for
cancellation at the same time the final Election to Purchase is
delivered to the Warrant Agent. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the
outstanding number of Warrant Shares purchasable hereunder in an
amount equal to the applicable number of Warrant Shares purchased.
The Holder and the Warrant Agent shall maintain records showing the
number of Warrant Shares purchased and the date of such purchases.
The Company or the Warrant Agent shall deliver any objection to any
Election to Purchase within one (1) Trading Day of receipt of such
notice. The Holder and any
assignee, by acceptance of this Warrant Certificate, acknowledge
and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on
the face hereof.


The
term “Business
Day” means any day other than Saturday, Sunday or
other day on which commercial banks in the City of New York are
authorized or required by law or executive order to remain closed.
The term “Trading
Day” means a day on which the principal Trading Market
is open for trading. The term “Trading Market” means any of the
following U.S. markets or exchanges on which the Common Stock is
listed or quoted for trading on the date in question: the NYSE,
NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market or
the NASDAQ Global Select Market (or any successors to any of the
foregoing).


Warrants may be
exercised only in whole numbers of Warrants. No fractional Warrant
Shares are to be issued upon the exercise of this Warrant, but
rather the number of Warrant Shares to be issued shall be rounded
up to the nearest whole number. If fewer than all of the Warrants
evidenced by this Warrant Certificate are exercised, a new Warrant
Certificate for the number of Warrants remaining unexercised shall
be executed by the Company and countersigned by the Warrant Agent
as provided in Section 3 of the Warrant Agreement, and delivered to
the Holder of this Warrant Certificate at the address specified on
the books of the Warrant Agent or as otherwise specified by such
Holder.



 

A-2







 






Exercise of the
Warrants is subject to the terms, conditions and limitations set
forth in the Warrant Agreement, which such terms, conditions and
limitations include, without limitation, the prohibitions on
exercise set forth in Section 3.3.10 of the Warrant Agreement if
the exercise would result in the Holder, together with certain of
its Affiliates, beneficially owning in excess of the Beneficial
Ownership Limitation.


The
Exercise Price and the number of Warrant Shares purchasable upon
the exercise of each Warrant shall be subject to adjustment as
provided pursuant to Section 4 of the Warrant
Agreement.


Neither
this Warrant Certificate nor the Warrants evidenced hereby entitles
the Holder to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as stockholders in respect of the
meetings of stockholders or the election of directors of the
Company or any other matter.


The
Warrant Agreement and this Warrant Certificate may be amended as
provided in the Warrant Agreement including, under certain
circumstances described therein, without the consent of the Holder
of this Warrant Certificate or the Warrants evidenced
thereby.


THIS
WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF
TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


This
Warrant Certificate shall not be entitled to any benefit under the
Warrant Agreement or be valid or obligatory for any purpose, and no
Warrant evidenced hereby may be exercised, unless this Warrant
Certificate has been countersigned by the manual signature of the
Warrant Agent.


 


[Signature page
follows]






 




 

A-3








 






 


IN
WITNESS WHEREOF, the Company and Warrant Agent have caused this
instrument to be duly executed as of __________ __,
20__.

 


	
 

	
"Company"


 

ENDRA
LIFE SCIENCES INC.

 

By:                                                                        

Name:                                                                    

Title:                    
                 
                 
            

 

 




"Warrant Agent"




CORPORATE
STOCK TRANSFER, INC.

 

By:                                                                        

Name:                                                                    

Title:                    
                 
                 
            

 

                    




  



     


  



 




 

A-4








 






 


[REVERSE]



Instructions for Exercise of Warrant


To
exercise the Warrants evidenced hereby, the Holder must, by 5:00
p.m., New York City time, on the specified Exercise Date, deliver
to the Warrant Agent at its stock transfer division, a certified or
official bank check or a bank wire transfer in immediately
available funds, in each case payable to the Company, in an amount
equal to the Exercise Price in full for the Warrants exercised. In
addition, the Holder must provide the information required below
and deliver this Warrant Certificate to the Warrant Agent at the
address set forth below and the Book-Entry Warrants to the Warrant
Agent in its account with the Depository designated for such
purpose. The Warrant Certificate and this Election to Purchase must
be received by the Warrant Agent by 5:00 p.m., New York City time,
on the specified Exercise Date.


ELECTION
TO PURCHASE


TO
BE EXECUTED IF WARRANT HOLDER DESIRES


TO
EXERCISE THE WARRANTS EVIDENCED HEREBY


The
undersigned hereby irrevocably elects to exercise, on __________,
____ (the “Exercise
Date”), __________ Warrants, evidenced by this Warrant
Certificate, to purchase, __________ shares (the
“Warrant
Shares”) of Common Stock, par value of $0.0001 per
share (the “Common
Stock”) of ENDRA Life Sciences Inc., a Delaware
corporation (the “Company”), and represents that on
or before the Exercise Date:


☐
such Holder has tendered payment for such Warrant Shares by
certified or official bank check payable to the order of the
Company c/o Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive
South, #430, Denver, Colorado 80209, or by bank wire transfer in
immediately available funds payable to the Company at Account No. [
], in each case in the amount of $_______ in accordance with the
terms hereof, or


☐
[if permitted] the cancellation of such number of Warrant Shares as
is necessary, in accordance with the formula set forth in
subsection 3.3.8 of the Warrant Agreement, to exercise this Warrant
with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection
3.3.8.


The
undersigned requests that said number of Warrant Shares be in fully
registered form, registered in such names and delivered, all as
specified in accordance with the instructions set forth
below.


If said
number of Warrant Shares is less than all of the Warrant Shares
purchasable hereunder, the undersigned requests that a new Warrant
Certificate evidencing the remaining balance of the Warrants
evidenced hereby be issued and delivered to the Holder of the
Warrant Certificate unless otherwise specified in the instructions
below.


Dated:
________ __, ____


Name:
_________________________________________


           (please
print)



/ / / / - / / / - / / / / /


(Insert
Social Security or Other Identifying Number of Holder)



 

A-5







 






 


	
 

	

Address


 

	

___________________________________________________


 


	
 

	
 

	

___________________________________________________


 


	
 

	

Signature


 

	

__________________________


 







This
Warrant may only be exercised by presentation to the Warrant Agent
at one of the following locations:


	
 

	
 

	

Corporate Stock
Transfer, Inc.


	
 

	
 

	

3200
Cherry Creek Drive South, #430


	
 

	
 

	

Denver,
Colorado 80209


	
 

	
 

	
 


	
 

	

By
e-mail or fax at:

	

Corporate Stock
Transfer, Inc.


	
 

	
 

	

3200
Cherry Creek Drive South, #430


	
 

	
 

	

Denver,
Colorado 80209E-mail:
________________Fax:___________________







 


 


 


The
method of delivery of this Warrant Certificate is at the option and
risk of the exercising Holder and the delivery of this Warrant
Certificate will be deemed to be made only when actually received
by the Warrant Agent. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. In all
cases, sufficient time should be allowed to ensure timely
delivery.


 


Instructions
as to form and delivery of Warrant Shares and/or Warrant
Certificates


Name in
which Warrant Shares are to be registered if other than in the name
of the Holder of this Warrant Certificate:


_________________________________________


(Name)


Address
to which Warrant Shares are to be mailed if other than to the
address of the Holder of this Warrant Certificate as shown on the
books of the Warrant Agent:


 


_________________________________________


(Street
Address)


_________________________________________


(City
and State)(Zip Code)



 

A-6







 






Name in
which Warrant Certificate evidencing unexercised Warrants, if any,
is to be registered if other than in the name of the Holder of this
Warrant Certificate:


_________________________________________


(Name)


Address
to which certificate representing unexercised Warrants, if any, is
to be mailed if other than to the address of the Holder of this
Warrant Certificate as shown on the books of the Warrant
Agent:


 


_________________________________________


(Street
Address)


_________________________________________


(City
and State)(Zip Code)


 


Dated:
_________________________________________


Signature:
_________________________________________


Signature
must conform in all respects to the name of the Holder as specified
on the face of this Warrant Certificate. If Warrant Shares, or a
Warrant Certificate evidencing unexercised Warrants, are to be
issued in a name other than that of the Holder hereof or are to be
delivered to an address other than the address of such Holder as
shown on the books of the Warrant Agent, the above signature must
be guaranteed by an Eligible Guarantor Institution (as that term is
defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as
amended).


 



SIGNATURE GUARANTEE


 


Name of
Firm _______________________________________________


Address
____________________________________________________


Tel.:
_______________________________________________________


 


Authorized
Signature _________________________________________


Name
______________________________________________________


Title
_______________________________________________________


Dated:
__________, 20__


 




 

A-7








 






 


ASSIGNMENT


(FORM
OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER


DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR
VALUE RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND
TRANSFER(S) UNTO:


______________________________________________


(Name
of Assignee)


______________________________________________


(Street
Address)


______________________________________________


(City
and State)(Zip Code)


______________________________________________


(Social
Security or Other Identifying Number of Assignee)


 


the
rights represented by the within Warrant Certificate and does
hereby irrevocably constitute and appoint ___________________
Attorney to transfer said Warrant Certificate on the books of the
Warrant Agent with full power of substitution in the
premises.


 


Dated:
_________________________________________


Signature:
_________________________________________


 


Signature
must conform in all respects to the name of the Holder as specified
on the face of this Warrant Certificate. If Warrant Shares, or a
Warrant Certificate evidencing unexercised Warrants, are to be
issued in a name other than that of the Holder hereof or are to be
delivered to an address other than the address of such Holder as
shown on the books of the Warrant Agent, the above signature must
be guaranteed by a an Eligible Guarantor Institution (as that term
is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934,
as amended).


 



SIGNATURE GUARANTEE


 


Name of
Firm _______________________________________________


Address
____________________________________________________


Tel.:
_______________________________________________________


 


Authorized
Signature _________________________________________


Name
______________________________________________________


Title
_______________________________________________________


Dated:
__________, 20__


 



A-8