Blueprint





EXHIBIT
4.5







THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


	

Dated:___________


 

	


Warrant Number: ____________


 








WARRANT TO PURCHASE



COMMON STOCK OF



ENDRA, INC.


 


This
certifies that __________________, or assigns (collectively, the
“Holder”), for
value received, is entitled to purchase, at an exercise price per
share equal to $_____ (the “Exercise Price”), from
ENDRA, INC., a Delaware
corporation (the “Company”), up to ____________
(_________) fully paid and nonassessable shares of the
Company’s Common Stock (the “Common Stock”). This Warrant
shall be exercisable at any time from time to time from and after
the date of issuance hereof (the “Issuance Date”) up to and
including 5:00 p.m. (Pacific Time) on the first to occur of (i) the
second (2nd) anniversary of the
Issuance Date or (ii) on the closing date of a financing
transaction resulting in the Company receiving gross proceeds of at
least $5.0 million at a valuation, calculated prior to the date of
consummation of the financing, of at least $10.0 million (a
“Qualified
Financing”) (such earlier date being referred to
herein as the “Expiration
Date”), upon surrender to the Company at its principal
office (or at such other location as the Company may advise the
Holder in writing) of this Warrant properly endorsed with
(i) the Form of Subscription attached hereto duly completed
and executed and (ii) payment pursuant to Section 2 of
the aggregate Exercise Price for the number of shares for which
this Warrant is being exercised determined in accordance with the
provisions hereof. The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment as provided in
Section 4 of this Warrant.


In the
event this Warrant terminates prior to the second (2nd) anniversary of the
Issuance Date due to the consummation of a Qualified Financing, and
the Holder hereof has not otherwise exercised this Warrant, upon
surrender of this Warrant to the Company, the Holder hereof shall
be entitled to receive an amount equal to the following
(“Callable
Amount”):


	


Callable Amount

	


=

	


The Warrant Shares x ((the price per share of Common Stock issued
in connection with the Qualified Financing – (the total
Exercise Price under the terms of this Warrant))







 


1. Exercise; Issuance of Certificates;
Acknowledgement. This Warrant is exercisable at the option
of the holder of record hereof, at any time or from time to time
from or after the Issuance Date up to the Expiration Date for all
or any part of the Warrant Shares (but not for a fraction of a
share), which may be purchased hereunder. The Company agrees that
the shares of Common Stock purchased under this Warrant shall be
and are deemed to be issued to the Holder hereof as the record
owner of such shares as of the close of business on the date on
which this Warrant shall have been surrendered, properly endorsed,
the completed, executed Form of Subscription delivered and payment
made for such shares. Certificates for the shares of the Common
Stock so purchased, together with any other securities or property
to which the Holder hereof is entitled upon such exercise, shall be
delivered to the Holder hereof by the Company’s transfer
agent at the Company’s expense within a reasonable time after
the rights represented by this Warrant have been so exercised. Each
certificate so delivered shall be in such denominations of the
Warrant Shares as may be requested by the Holder hereof and shall
be registered in the name of such Holder. In case of a purchase of
less than all the Warrant Shares, the Company shall execute and
deliver to Holder within a reasonable time an Acknowledgement in
the form attached hereto indicating the number of Warrant Shares
which remain subject to this Warrant, if any.



 

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2. 
Payment for Shares. The
aggregate purchase price for Warrant Shares being purchased
hereunder may be paid either by check, cash or wire transfer of
immediately available funds.


3. Shares to be Fully Paid; Reservation
of Shares. The Company covenants and agrees that all shares
of Common Stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable and free
from all preemptive rights of any shareholder and free of all
taxes, liens and charges with respect to the issue thereof. The
Company further covenants and agrees that during the period within
which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, for the
purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of shares of
authorized but unissued shares of Common Stock, or other securities
and property, when and as required to provide for the exercise of
the rights represented by this Warrant.


4. 
Adjustment of Exercise Price and
Number of Shares. The Exercise Price and the number of
shares purchasable upon the exercise of this Warrant shall be
subject to adjustment from time to time upon the occurrence of
certain events described in this Section 4. Upon each
adjustment of the Exercise Price, the Holder of this Warrant shall
thereafter be entitled to purchase, at the Exercise Price resulting
from such adjustment, the number of shares obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately
prior to such adjustment, and dividing the product thereof by the
Exercise Price resulting from such adjustment.


4.1           Subdivisions,
Combinations and Dividends. In case the Company shall at any
time subdivide its outstanding shares of Common Stock into a
greater number of shares or pay a dividend in Common Stock in
respect of outstanding shares of Common Stock, the Exercise Price
in effect immediately prior to such subdivision or at the record
date of such dividend shall be proportionately reduced, and
conversely, in case the outstanding shares of the Common Stock of
the Company shall be combined into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination
shall be proportionately increased.


4.2           Reclassification.
If any reclassification of the capital stock of the Company shall
be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities, or other assets or property,
then, as a condition of such reclassification, lawful and adequate
provisions shall be made whereby the Holder hereof shall thereafter
have the right to purchase and receive (in lieu of the shares of
the Common Stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby) such shares of
stock, securities or other assets or property as may be issued or
payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby. In any
reclassification described above, appropriate provision shall be
made with respect to the rights and interests of the Holder of this
Warrant to the end that the provisions hereof (including, without
limitation, provisions for adjustments of the Exercise Price and of
the number of shares purchasable and receivable upon the exercise
of this Warrant) shall thereafter be applicable, as nearly as may
be, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof.



 

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4.3           Notice
of Adjustment. Upon any adjustment of the Exercise Price or
any increase or decrease in the number of shares purchasable upon
the exercise of this Warrant, the Company shall give written notice
thereof, by first class mail postage prepaid, addressed to the
registered Holder of this Warrant at the address of such Holder as
shown on the books of the Company. The notice shall be signed by
the Company’s chief financial officer and shall state the
Exercise Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price
upon the exercise of this Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such
calculation is based.


4.4           Other
Notices. If at any time:


(1)           the
Company shall declare any cash dividend upon its Common
Stock;


(2)           there
shall be a Change of Control; or


(3)           there
shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Company;


then,
in any one or more of said cases, the Company shall give, by first
class mail, postage prepaid, addressed to the Holder of this
Warrant at the address of such Holder as shown on the books of the
Company, (a) at least twenty (20) days prior written notice of the
date on which the books of the Company shall close or a record
shall be taken for such dividend or for determining rights to vote
in respect of any such Change of Control or dissolution,
liquidation or winding-up, and (b) in the case of any such Change
of Control or dissolution, liquidation or winding-up, at least
twenty (20) days prior written notice of the date when the same
shall take place; provided, however, that the Holder shall make a
best efforts attempt to respond to such notice as early as possible
after the receipt thereof. Any notice given in accordance with the
foregoing clause (a) shall also specify, in the case of any such
dividend, the date on which the holders of Common Stock shall be
entitled thereto. Any notice given in accordance with the foregoing
clause (b) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such Change of
Control, dissolution, liquidation, winding-up or conversion, as the
case may be.



 

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5. No Voting or Dividend Rights.
Nothing contained in this Warrant shall be construed as conferring
upon the Holder hereof the right to vote or to consent to receive
notice as a shareholder of the Company or any other matters or any
rights whatsoever as a shareholder of the Company. No dividends or
interest shall be payable or accrued in respect of this Warrant or
the interest represented hereby or the shares purchasable hereunder
until, and only to the extent that, this Warrant shall have been
exercised.


6. Warrants Transferable. Subject
to compliance with applicable federal and state securities laws,
this Warrant and all rights hereunder may be transferred, in whole
or in part, without charge to the holder hereof (except for
transfer taxes), upon the prior written consent of the Company and,
thereafter, upon surrender of this Warrant properly endorsed and
compliance with the provisions hereof. Each taker and holder of
this Warrant, by taking or holding the same, consents and agrees
that this Warrant, when endorsed in blank, shall be deemed
negotiable, and that the holder hereof, when this Warrant shall
have been so endorsed, may be treated by the Company, at the
Company’s option, and all other persons dealing with this
Warrant as the absolute owner hereof for any purpose and as the
person entitled to exercise the rights represented by this Warrant,
or to the transfer hereof on the books of the Company and notice to
the contrary notwithstanding; but until such transfer on such
books, the Company may treat the registered owner hereof as the
owner for all purposes.


7. Lost Warrants. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company, or in the case of any such
mutilation upon surrender and cancellation of such Warrant, the
Company, at its expense, will make and deliver a new Warrant, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant.


8. Modification and Waiver. Any
term of this Warrant may be amended and the observance of any term
of this Warrant may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the
written consent of the Company and the Holder hereof. Any amendment
or waiver effected in accordance with this paragraph shall be
binding upon the Company and the Holder.


9. Notices. All notices and other
communications from the Company to the Holder, or vice versa, shall
be deemed delivered and effective when given personally or mailed
by first-class registered or certified mail, postage prepaid, at
such address as may have been furnished to the Company or the
Holder, as the case may be, in writing by the Company or such
holder from time to time.


10. Titles and Subtitles; Governing Law;
Venue. The titles and subtitles used in this Warrant are
used for convenience only and are not to be considered in
construing or interpreting this Warrant. This Warrant is to be
construed in accordance with and governed by the internal laws of
the State of California without giving effect to any choice of law
rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of
California to the rights and duties of the Company and the Holder.
All disputes and controversies arising out of or in connection with
this Warrant shall be resolved exclusively by the state and federal
courts located in San Mateo County in the State of California, and
each of the Company and the Holder hereto agrees to submit to the
jurisdiction of said courts and agrees that venue shall lie
exclusively with such courts.



[Signature Page Follows]




 

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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized as of the date
first above written.


ENDRA,
INC.


 


 


 



By: 








Name:
Michael Thornton


Title:
President


 


 


 





[Signature Page to Warrant to Purchase Common Stock]


 

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FORM
OF SUBSCRIPTION


(To be
signed only upon exercise of Warrant)


 


To:
ENDRA, INC.


 


The
undersigned, the holder of a right to purchase shares of Common
Stock of ENDRA, INC., a
Delaware corporation (the “Company”), pursuant to that
certain Warrant to Purchase Common Stock of Endra, Inc. Number ___ (the “Warrant”), dated as of
______________, ____, hereby irrevocably elects to exercise the
purchase right represented by such Warrant for, and to purchase
thereunder, __________________________ (_________) shares of Common
Stock of the Company and herewith makes payment of
_________________________________ Dollars ($__________) therefor in
cash.


 


DATED:
________________


[NAME
OF HOLDER]


 


 


 


By:                                                                            


 


Name:                                                                            


 


Its:                                                                            


 




 

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ACKNOWLEDGMENT


To:
[Name of Holder]


The
undersigned hereby acknowledges that as of the date hereof,
__________________ (___________) shares of Common Stock remain
subject to the right of purchase in favor of __________________
pursuant to that certain Warrant to Purchase Common Stock of Endra,
Inc. Number ____ dated as of __________, ____.


DATED:
________________


ENDRA,
INC.


 


 


 


By:                                                                            


 


Name:                                                                            


 


Title:                                                                            


 




 

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