Blueprint






Exhibit 4.3


 






Form
of Underwriter’s Warrant


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF (1)
AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER
THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2)
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.


 


 


WARRANT


 



To Purchase Shares of Common Stock of


 



ENDRA LIFE SCIENCES INC.


 

December                       
, 2016


 


This
WARRANT (this
“Warrant”) of
ENDRA Life Sciences Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (the
“Company”), is
being issued pursuant to that certain Underwriting Agreement, dated
as of
December          ,
2016, by and among the Company and Dougherty & Company LLC, as
representative of the several underwriters named therein
(“Dougherty”),
relating to a firm commitment public offering (the
“Offering”) of
shares of common stock, par value of $0.0001 of the Company (each a
“Common Share”
and collectively, the “Common
Shares”), and warrants to purchase Common
Shares.


 


FOR VALUE RECEIVED, the Company hereby
grants to Dougherty and its permitted successors and assigns
(collectively, the “Holder”) the right to purchase
from the Company up to Common Shares (such Common Shares
underlying this Warrant, the “Warrant Shares”), at a per share
purchase price equal to $ (the “Exercise Price”), subject to the
terms, conditions and adjustments set forth below in this
Warrant.


 


1.
Vesting of Warrant.
This Warrant shall vest and become exercisable on the one-year
anniversary of the Base Date (the “Vesting Date”). For purposes of
this Warrant, the “Base
Date” shall mean December , 2016. Except as otherwise
provided for herein or as permitted by applicable rules of the
Financial Industry Regulatory Authority (“FINRA”), this Warrant shall not be
sold, transferred, assigned, pledged, or hypothecated prior to the
Vesting Date.


 


2.
Expiration of
Warrant. This Warrant shall expire on the seven (7) year
anniversary of the Base Date (the “Expiration Date”).


3.
Exercise of
Warrant. This Warrant shall be exercisable pursuant to the
terms of this Section 3.


 


3.1
Manner of
Exercise.


 


(a)
This Warrant is exercisable in whole or in part at any time and
from time to time. Such exercise shall be effectuated by submitting
to the Company (either by delivery to the Company or by facsimile
transmission as provided in Section 12 hereof) a completed and duly
executed Notice of Exercise (substantially in the form attached as
Exhibit A hereto)
as provided in this paragraph. The date such Notice of Exercise is
faxed or delivered to the Company shall be the “Exercise Date,” provided that the
Holder of this Warrant tenders this Warrant Certificate to the
Company within five (5) Business Days thereafter. As used in this
Warrant, “Business
Day” shall mean any day other than a Saturday, Sunday,
or any day on which the major stock exchanges in New York, New York
are not open for business. The Notice of Exercise shall be executed
by the Holder of this Warrant and shall indicate the number of
Warrant Shares then being purchased pursuant to such exercise. Upon
surrender of this Warrant Certificate, together


with
appropriate payment of the Exercise Price for the Warrant Shares
purchased, the Holder shall be entitled to receive a certificate or
certificates for the Common Shares so purchased. The Exercise Price
may be paid in a “cashless” or “cash”
exercise or a combination thereof pursuant to Section 3.1(b) and
Section 3.1(c) below.


 


(b) If
the Notice of Exercise form elects a “cashless”
exercise, the Holder shall thereby be entitled to receive a number
of


Common
Shares determined as follows: X = Y [(A – B)/A]


where:


 


X = the
number of Warrant Shares to be issued to the Holder.


Y = the
number of Warrant Shares with respect to which this Warrant is
being exercised. A = the Fair Market Value


B = the
Exercise Price.



 







 






 


For
purposes of this Section 3.1(b), “Fair Market Value” shall be the
closing price of the Common Shares as reported by the Nasdaq
Capital Market, or if listed on another national securities
exchange or quoted on an automated quotation service, such national
securities exchange or automated quotation service, on the date
immediately prior to the Exercise Date. If the Common Shares are
not then listed on a national stock exchange or quoted on any other
quotation system or association, the Fair Market Value of one
Common Share as of the date of determination, shall be as
determined in good faith by the Board of Directors of the Company
and the Holder. If the Common Shares are not then listed on a
national securities exchange, the OTC Bulletin Board or such other
quotation system or association, the Board of Directors of the
Company shall respond promptly, in writing, to an inquiry by the
Holder prior to the exercise hereunder as to the fair market value
of a Common Share as determined by the Board of Directors of the
Company. In the event that the Board of Directors of the Company
and the Holder are unable to agree upon the fair market value, the
Company and the Holder shall jointly select an appraiser, who is
experienced in such matters. The decision of such appraiser shall
be final and conclusive, and the cost of such appraiser shall be
borne equally by the Company and the Holder. Such adjustment shall
be made successively whenever such a payment date is
fixed.


 


(c) If
the Notice of Exercise form elects a “cash” exercise,
the Exercise Price per Common Share for the shares then being
exercised shall be payable in cash or by certified or official bank
check.


 


3.2
When Exercise
Effective. Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on
the Business Day on which this Warrant shall have been duly
surrendered to the Company and, at such time, the Holder in whose
name any certificate or certificates for Warrant Shares shall be
issuable upon exercise as provided in Section 3.3 hereof shall be
deemed to have become the Holder or Holders of record thereof of
the number of Warrant Shares purchased upon exercise of this
Warrant.


 


3.3
Delivery of Common Share
Certificates and New Warrant. As soon as reasonably
practicable after each exercise of this Warrant, in whole or in
part, and in any event within three (3) Business Days thereafter,
the Company, at its expense (including the payment by it of any
applicable issue taxes), will cause to be issued in the name of and
delivered to the Holder hereof or, subject to Sections 9 and 10
hereof, as the Holder (upon payment by the Holder of any applicable
transfer taxes) may direct:


 


(a) a
certificate or certificates (with appropriate restrictive legends,
as applicable) for the number of duly authorized, validly issued,
fully paid, and nonassessable Common Shares to which the Holder
shall be entitled upon exercise. and


 


(b) in
case exercise is in part only, a new Warrant document of like
tenor, dated the date hereof, for the remaining number of Warrant
Shares issuable upon exercise of this Warrant after giving effect
to the partial exercise of this Warrant (including the delivery of
any Warrant Shares as payment of the Exercise Price for such
partial exercise of this Warrant).


 


4.
Certain
Adjustments. For so long as this Warrant is
outstanding:


 


4.1
Mergers or
Consolidations. If at any time after the date hereof there
shall be a capital reorganization (other than a combination or
subdivision of the Common Shares otherwise provided for herein)
resulting in a reclassification to or change in the terms of
securities issuable upon exercise of this Warrant (a
“Reorganization”), or a merger or
consolidation of the Company with another corporation, association,
partnership, organization, business, individual, government or
political subdivision thereof or a governmental agency (a
“Person” or the
“Persons”)
(other than a merger with another Person in which the Company is a
continuing corporation and which does not result in any
reclassification or change in the terms of securities issuable upon
exercise of this Warrant or a merger effected exclusively for the
purpose of changing the domicile of the Company) (a
“Merger”), then,
as a part of such Reorganization or Merger, lawful provision and
adjustment shall be made so that the Holder shall thereafter be
entitled to receive, upon exercise of this Warrant, the number of
shares of stock or any other equity or debt securities or property
receivable upon such Reorganization or Merger by a holder of the
number of Common Shares which might have been purchased upon
exercise of this Warrant immediately prior to such Reorganization
or Merger. In any such case, appropriate adjustment shall be
made


in the
application of the provisions of this Warrant with respect to the
rights and interests of the Holder after the Reorganization or
Merger to the end that the provisions of this Warrant (including
adjustment of the Exercise Price then in effect and the number of
Warrant Shares) shall be applicable after that event, as near as
reasonably may be, in relation to any shares of stock, securities,
property or other assets thereafter deliverable upon exercise of
this Warrant. The provisions of this Section 4.1 shall similarly
apply to successive Reorganizations and Mergers.


 



 

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4.2
Splits and Subdivisions;
Dividends. In the event the Company should at any time or
from time to time effectuate a split or subdivision of the
outstanding Common Shares or pay a dividend in or make a
distribution payable in additional Common Shares or other
securities or rights convertible into, or entitling the holder
thereof to receive, directly or indirectly, additional Common
Shares (hereinafter referred to as the “Common Share Equivalents”) without
payment of any consideration by such holder for the additional
Common Shares or Common Shares Equivalents (including the
additional Common Shares issuable upon conversion or exercise
thereof), then, as of the applicable record date (or the date of
such distribution, split or subdivision if no record date is
fixed), the per share Exercise Price shall be appropriately
decreased and the number of Warrant Shares shall be appropriately
increased in proportion to such increase (or potential increase) of
outstanding shares. provided, however, that no adjustment shall be
made in the event the split, subdivision, dividend or distribution
is not effectuated. Notwithstanding the foregoing or anything else
to the


contrary herein, in
no event shall the per share Exercise Price be reduced below the
par value of one Common Share or of such other securities as may be
issued upon exercise of the Warrant.


 


Pursuant to the
anti­dilution terms of this Section 4.2, provided that the
shareholders are proportionally affected by such split or
subdivision, dividend, distribution, or other similar event, the
Holder may receive a greater number of Warrant Shares or the per
share Exercise Price may be lower than originally contemplated by
this Warrant. Additionally, the Holder shall not have the right to
accrue cash dividends prior to the exercise or conversion of the
Warrant.


 


4.3
Combination of
Shares. If the number of Common Shares outstanding at any
time after the date hereof is decreased by a combination of the
outstanding Common Shares, the per share Exercise Price shall be
appropriately increased and the number of shares of Warrant Shares
shall be appropriately decreased in proportion to such decrease in
outstanding shares.


 


4.4
Adjustments for Other
Distributions. In the event the Company shall declare a
distribution payable in securities of other Persons, evidences of
indebtedness issued by the Company or other Persons, assets
(excluding cash dividends or distributions to the holders of Common
Stock paid out of current or retained earnings and declared by the
Company’s Board of Directors) or options or rights not
referred to in Sections 4.1, 4.2, or 4.3, then, in each such case
for the purpose of this Section 4.4, upon exercise of this Warrant,
the Holder shall be entitled to a proportionate share of any such
distribution as though the Holder was the actual record holder of
the number of Warrant Shares as of the record date fixed for the
determination of the holders of Common Shares of the Company
entitled to receive such distribution.


 


5.
No Impairment. The
Company will not, by amendment of its certificate of incorporation
or by­laws or through any consolidation, Merger,
Reorganization, transfer of assets, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of
all of the terms and in the taking of all actions necessary or
appropriate to protect the rights of the Holder against
impairment.


 


6.
Chief Financial
Officer’s Report as to Adjustments. With respect to
each adjustment pursuant to Section 4 of this Warrant, the Company,
at its expense, will promptly compute the adjustment or
re­adjustment in accordance with the terms of this Warrant and
cause its Chief Financial Officer to certify the computation (other
than any computation of the fair value of property of the Company)
and prepare a report setting forth, in reasonable detail, the event
requiring the adjustment or re­adjustment and the amount of
such adjustment or re­adjustment, the method of calculation
thereof and the facts upon which the adjustment or
re­adjustment is based, and the Exercise Price and the number
of Warrant Shares or other securities purchasable hereunder after
giving effect to such adjustment or re­adjustment, which
report shall be mailed by first class mail, postage prepaid to the
Holder. The Company will also keep copies of


all
reports at its office maintained pursuant to Section 10.2(a) hereof
and will cause them to be available for inspection at the office
during normal business hours upon reasonable notice by the Holder
or any prospective purchaser of the Warrant designated by the
Holder thereof.


 


7.
Reservation of
Shares. The Company shall, solely for the purpose of
effecting the exercise of this Warrant, at all times during the
term of this Warrant, reserve and keep available out of its
authorized Common Shares, free from all taxes, liens, and charges
with respect to the issue thereof and not subject to preemptive
rights or other similar rights of shareholders of the Company, such
number of its Common Shares as shall from time to time be
sufficient to effect in full the exercise of this Warrant. If at
any time the number of authorized but unissued Common Shares shall
not be sufficient to effect in full the exercise of this Warrant,
in addition to such other remedies as shall be available to Holder,
the Company will promptly take such corporate action as may, in the
opinion of its counsel, be necessary to increase the number of
authorized but unissued Common Shares to such number of shares as
shall be sufficient for such purposes, including without
limitation, using its best efforts to obtain the requisite
shareholder approval necessary to increase the number of authorized
Common Shares. The Company hereby represents and warrants that all
Common Shares issuable upon exercise of this Warrant shall be duly
authorized and, when issued and paid for upon exercise, shall be
validly issued, fully paid and nonassessable.


 


8.
Registration and
Listing.


 


8.1
Definition of Registrable
Securities; Majority. As used herein, the term
“Registrable
Securities” means any Common Shares issuable upon the
exercise of this Warrant, until the date (if any) on which such
shares shall have been transferred or exchanged and new
certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent
disposition of them shall not require registration or qualification
of them under the Securities Act or any similar state law then in
force. For purposes of this Warrant, the term “Majority,” in reference to the
holders of Registrable Securities, shall mean in excess of fifty
percent (50%) of the then outstanding Registrable Securities
(assuming the exercise of the entire Warrant) that (i) are not held
by the Company, an affiliate, officer, creditor, employee or agent
thereof or any of their respective affiliates, members of their
family, Persons acting as nominees or in conjunction therewith and
(ii) have not be resold to the public pursuant to a registration
statement filed under the Securities Act.


 



 

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8.2
Required
Registration.


 


(a)        At
any time on or after the one (1) year anniversary of the Base Date
and on or before the six (6) year anniversary of the Base Date, but
in no event on not more than two (2) occasions (the Registration
Expenses associated with a second required registration effected
(as described in Section 8.2(c)) pursuant to this Section 8.2(a)
shall be payable by the Holder pursuant to Section 8.5 hereto),
upon the written request of the holders of the Registrable
Securities representing a Majority of such securities, the Company
will use its best efforts to effect the registration of the
respective shares of the holders of Registrable Securities under
the Securities Act to the extent requisite to permit the
disposition thereof as expeditiously as reasonably possible, but in
no event later than one hundred­twenty (120) days from the
date of such request.


 


(b)
Registration of Registrable Securities under this Section 8.2 shall
be on such appropriate registration form: (i) as shall be selected
by the Company, and (ii) as shall permit the disposition of such
Registrable Securities in accordance with this Section 8.2. The
Company agrees to include in any such registration statement all
information which the requesting holders of Registrable Securities
shall reasonably request, which is required to be contained
therein. The Company will pay all Registration Expenses in
connection with the first, and only the first, required
registration of Registrable Securities effected (as described in
Section 8.2(c)) pursuant to this Section 8.2. The Registration
Expenses associated with the second required registration of
Registerable Securities pursuant to this Section 8.2 shall be
payable by the Holder pursuant to Section 8.5 hereto.


 


(c) A
registration requested pursuant to this Section 8.2 shall not be
deemed to have been effected: (i) unless a registration statement
with respect thereto has become effective or (ii) if, after it has
become effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the Securities
and Exchange Commission (the “SEC”) or other governmental agency
or court of competent jurisdiction for any reason, other than by
reason of some act or omission by a holder of Registrable
Securities.


 


8.3
[Reserved].






8.4
Registration
Procedures. Whenever the holders of Registrable Securities
have properly requested that any Registrable Securities be
registered pursuant to the terms of this Warrant, the Company shall
use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method
of disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible:


 


(a)
prepare and file with the SEC a registration statement with respect
to such Registrable Securities and use its best efforts to cause
such registration statement to become effective.


 


(b)
notify such holders of the effectiveness of each registration
statement filed hereunder and prepare and file with the SEC such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to (i)
keep such registration statement effective and the prospectus
included therein usable for a period commencing on the date that
such registration statement is initially declared effective by the
SEC and ending on the date when all Registrable Securities covered
by such registration statement have been sold pursuant to the
registration statement or cease to be Registrable Securities, and
(ii) comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration
statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such
registration statement.


 


(c)
furnish to such holders such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary
prospectus) and such other documents as such seller may reasonably
request to facilitate the disposition of the Registrable Securities
owned by such holders.


 


(d) use
its best efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such jurisdictions
as such holders reasonably request and do any and all other acts
and things which may be reasonably necessary or advisable to enable
such holders to consummate the disposition in such jurisdictions of
the Registrable Securities owned by such holders. provided, however, that the Company shall not be
required to: (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify
but for this subparagraph, (ii) subject itself to taxation in any
such jurisdiction, or


(iii)
consent to general service of process in any such
jurisdiction.


 


(e)
notify such holders, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a
material fact or omits any material fact necessary to make the
statements therein, in light of the circumstances in which they are
made, not materially misleading, and, at the reasonable request of
such holders, the Company shall prepare a supplement or amendment
to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall
not contain an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in
light of the circumstances in which they are made, not materially
misleading.


 



 

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(f)
provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration
statement.


 


(g)
make available for inspection by any underwriter participating in
any disposition pursuant to such registration statement, and any
attorney, accountant or other agent retained by any such
underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the
Company’s officers, directors, managers, employees and
independent accountants to supply all information reasonably
requested by any such underwriter, attorney, accountant or agent in
connection with such registration statement.


 


(h)
otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC.


 


(i) in
the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or
suspending the qualification of any Registrable Securities included
in such registration statement for sale in any jurisdiction, the
Company shall use its best efforts promptly to obtain the
withdrawal of such order.


 


(j) use
its best efforts to cause any Registrable Securities covered by
such registration statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary
to enable the sellers thereof to consummate the disposition of such
Registrable Securities. and


 


(k) if
the offering is underwritten, use its best efforts to furnish on
the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration, an opinion
dated such date of counsel representing the Company for the
purposes of such registration, addressed to the underwriters
covering such issues as are customarily addressed in opinions to
underwriters in public offerings and reasonably required by such
underwriters.


 


8.5
Expenses. The
Company shall pay all Registration Expenses relating to the
registration and listing obligations set forth in this Section 8,
except that the Holder, to the extent applicable, shall be
responsible for the Registration Expenses for the second required
registration effected pursuant to Section 8.2(a). For purposes of
this Warrant, the term “Registration Expenses” means: (a)
all registration, filing and FINRA fees, (b) all reasonable fees
and expenses of complying with securities or blue sky laws, (c) all
word processing, duplicating and printing expenses, (d) the fees
and disbursements of counsel for the Company and of its independent
public accountants, including the expenses of any special audits or
“cold comfort” letters required by or incident to such
performance and compliance, (e) premiums and other costs of
policies of insurance (if any) against liabilities arising out of
the public offering of the Registrable Securities being registered
if the Company desires such insurance, if any, and (f) fees and
disbursements of one counsel for all of the selling holders of
Registrable Securities. Registration Expenses shall not include any
underwriting discounts and commissions which may be incurred in the
sale of any Registrable Securities and transfer taxes of the
selling holders of Registrable Securities.


 


8.6
Information Provided by
Holders. Any holder of Registrable Securities included in
any registration shall furnish to the Company such information as
the Company may reasonably request in writing to enable the Company
to comply with the provisions hereof in connection with any
registration referred to in this Warrant. In the event that a
holder of Registrable Securities fails to provide such information
on a timely basis, and in any event within seven (7) Business Days
of the Company’s written request, then the Company shall be
entitled to exclude the Registrable Securities of such holder from
such registration and the Company shall nevertheless be deemed to
have satisfied its obligations hereunder with respect to such
registration.


 


9.
Restrictions on
Transfer


 


9.1
Restrictive
Legends. This Warrant and each Warrant issued upon transfer
or in substitution for this Warrant pursuant to Section 10 hereof,
each certificate for Common Shares issued upon the exercise of the
Warrant and each certificate issued upon the transfer of any such
Common Shares shall be transferable only upon satisfaction of the
conditions specified in this Section 9. Each of the foregoing
securities shall be stamped or otherwise imprinted with a legend
reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable
securities laws.


 


9.2
Notice of Proposed
Transfer. Prior to any transfer of any securities which are
not registered under an effective registration statement under the
Securities Act (“Restricted
Securities”), which transfer may only occur if there
is an exemption from the registration provisions of the Securities
Act and all other applicable securities laws, the Holder will give
written notice to the Company of the Holder’s intention to
effect a transfer (and shall describe the manner and circumstances
of the proposed transfer). The following provisions shall apply to
any proposed transfer of Restricted Securities:


 



 

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(i) If
in the opinion of counsel for the Holder reasonably satisfactory to
the Company the proposed transfer may be effected without
registration of the Restricted Securities under the Securities Act
(which opinion shall state in detail the basis of the legal
conclusions reached therein), the Holder shall, upon delivery of an
executed original of such opinion, be entitled to transfer the
Restricted Securities in accordance with the terms of the notice
delivered by the Holder to the Company. Each certificate
representing the Restricted Securities issued upon or in connection
with any transfer shall bear the restrictive legends required by
Section 9.1 hereof.


 


(ii) If
the opinion called for in (i) above is not delivered, the Holder
shall not be entitled to transfer the Restricted Securities until
either (x) receipt by the Company of a further notice from such
Holder pursuant to the foregoing provisions of this Section 9.2 and
fulfillment of the provisions of clause (i) above, or (y) such
Restricted Securities have been effectively registered under the
Securities Act.


 


9.3
Certain Other Transfer
Restrictions. Notwithstanding any other provision of this
Section 9: (i) prior to the Vesting Date this Warrant or the
Restricted Securities thereunder may only be transferred or
assigned to the persons permitted under FINRA Rule 5110(g)(1), and
(ii) no opinion of counsel shall be necessary for a transfer of
Restricted Securities by the Holder to any Person employed by or
owning equity in the Holder, if the transferee agrees in writing to
be subject to the terms hereof to the same extent as if the
transferee were the original holder hereof and such transfer is
permitted under applicable securities laws. Additionally, pursuant
to FINRA Rule 5110(g), this Warrant shall not be sold during the
Offering, or sold, transferred, assigned, pledged, or hypothecated,
or be the subject of any hedging, short sale, derivative, put, or
call transaction that would result in the effective economic
disposition of this Warrant or the Shares acquirable upon exercise
hereof, by any person for a period of 180 days immediately
following the effective date of the Offering, except as provided in
paragraph (g)(2) of Rule 5110(g) of the FINRA.


9.4
Termination of
Restrictions. The restrictions imposed by this Section 9
upon the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities: (a) which
shall have been effectively registered under the Securities Act, or
(b) when, in the opinions of both counsel for the Holder and
counsel for the Company, such restrictions are no longer required
to insure compliance with the Securities Act. Whenever such
restrictions shall cease and terminate as to any Restricted
Securities, the Holder shall be entitled to receive from the
Company, without expense (other than applicable transfer taxes, if
any), new securities of like tenor not bearing the applicable
legends required by Section 9.1 hereof.


 


10.
Ownership, Transfer and
Substitution of Warrant.


 


10.1
Ownership of
Warrant. The Company may treat any Person in whose name this
Warrant is registered in the Warrant Register maintained pursuant
to Section 10.2(b) hereof as the owner and Holder for all purposes,
notwithstanding any notice to the contrary, except that, if and
when any Warrant is properly assigned in blank, the Company may
(but shall not be obligated to) treat the bearer thereof as the
owner of such Warrant for all purposes, notwithstanding any notice
to the contrary. Subject to Sections 9 and 10 hereof, this Warrant,
if properly assigned, may be exercised by a new Holder without a
new Warrant first having been issued.


 


10.2
Office; Exchange of
Warrant.


 


(a) The
Company will maintain its principal office at the location
identified in the prospectus relating to the Offering or at such
other offices as set forth in the Company’s most current
filing under the Securities Exchange Act of 1934, as amended, or as
the Company otherwise notifies the Holder.


 


(b) The
Company shall cause to be kept at its office a Warrant Register for
the registration and transfer of the Warrant. The name and address
of the Holder of the Warrant, the transfers thereof and the name
and address of the transferee of the Warrant shall be registered in
such Warrant Register.


 


(c)
Upon the surrender of this Warrant, properly endorsed, for
registration of transfer or for exchange at the office of the
Company maintained pursuant to Section 10.2(a) hereof, the Company
at its expense will (subject to compliance by the Holder with
Section 9 hereof, if applicable) execute and deliver to or upon the
order of the Holder thereof a new Warrant of like tenor, in the
name of such Holder or as such Holder (upon payment by such holder
of any applicable transfer taxes) may direct, calling in the
aggregate on the face thereof for the number of Common Shares
called for on the face of the Warrant so surrendered (after giving
effect to any previous adjustment(s) to the number of Warrant
Shares).


 


10.3
Replacement of
Warrant. 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 of
this Warrant, upon delivery of indemnity reasonably satisfactory to
the Company in form and amount or, in the case of any mutilation,
upon surrender of this Warrant for cancellation at the office of
the Company maintained pursuant to Section 10.2(a) hereof, the
Company, at its expense, will execute and deliver, in lieu thereof,
a new Warrant of like tenor and dated the date hereof.


 



 

6







 






11.
No Rights or Liabilities
as Stockholder. Except as provided in Section 4.4, no Holder
shall be entitled to vote or receive dividends or be deemed the
holder of any Common Shares or any other securities of the Company
which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer
upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock,
change of par value, consolidation, Merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant
shall have been exercised and the Common Shares purchasable upon
the exercise hereof shall have become deliverable, as provided
herein. The Holder will not be entitled to share in the assets of
the Company in the event of a liquidation, dissolution or the
winding up of the Company.


 


12.
Notices. Any notice
or other communication in connection with this Warrant shall be
given in writing and directed to the parties hereto as set forth in
the Underwriting Agreement. provided, that the exercise of the
Warrant shall also be effected in the manner provided in Section 3
hereof. Notices shall be deemed properly delivered and received
when delivered to the notice party (i) if personally delivered,
upon receipt or refusal to accept delivery, (ii) if sent via
facsimile, upon mechanical confirmation of successful transmission
thereof generated by the sending telecopy machine, (iii) if sent by
a commercial overnight courier for delivery on the next Business
Day, on the first Business Day after deposit with such courier
service, or (iv) if sent by registered or certified mail, five (5)
Business Days after deposit thereof in the U.S. mail.


 


13.
Payment of Taxes.
The Company will pay all documentary stamp taxes attributable to
the issuance of Common Shares underlying this Warrant upon exercise
of this Warrant. provided,
however, that the Company
shall not be required to pay any tax which may be payable in
respect of any transfer involved in the transfer or registration of
this Warrant or any certificate for Common Shares underlying this
Warrant in a name other that of the Holder. The Holder is
responsible for all other tax liability that may arise as a result
of holding or transferring this Warrant or receiving Common Shares
underlying this Warrant upon exercise hereof.


 


14. Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party
against which enforcement of the change, waiver,
discharge or termination is sought. This Warrant shall be construed
and enforced in accordance with and governed by the laws of the
State of New York. The section headings in this Warrant are for
purposes of convenience only and shall not constitute a part
hereof


 


[Signature
Page Follows]


 








7








 






 


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


 


	
 

	


ENDRA
LIFE SCIENCES INC.


 


 

By:                                                                            

Name:                                                                       


Title:                                                                         


 


DOUGHERTY
& COMPANY LLC


 


 

By:                                                                            

Name:                                                                       


Title:                                                                         









 

 





 


 




 






8








 






 


EXHIBIT
A


FORM
OF EXERCISE NOTICE


[To be
executed only upon exercise of Warrant]


 


To
ENDRA Life Sciences Inc.:


 


The
undersigned registered holder of the within Warrant hereby
irrevocably exercises the Warrant pursuant to Section 3.1 of the
Warrant with respect to_____________ Warrant Shares, at an exercise
price per share of $_____________, and requests
that the certificates for such Warrant Shares be issued, subject to
Sections 9 and 10, in the name of, and delivered to:


 


_____________________________________________________________________________


 



_____________________________________________________________________________ 




 



_____________________________________________________________________________ 




 



_____________________________________________________________________________ 




 


The
undersigned is hereby making payment for the Warrant Shares in the
following manner:___________________________


[describe desired
payment method as provided for in 3.1 of the Warrant].


 


The
undersigned hereby represents and warrants that it is, and has been
since its acquisition of the Warrant, the record and beneficial
owner of the Warrant.


 

Dated:_____________
                       


 


 


_____________________________________________________________________________




Print
or Type Name


 


 


_____________________________________________________________________________


(Signature must
conform in all respects to name of holder as specified on the face
of Warrant)


 


 


_____________________________________________________________________________


(Street
Address)


 


 


_____________________________________________________________________________

(City)                            
(State)                       
(Zip Code)



 




 






9








 






 


EXHIBIT
B


FORM
OF ASSIGNMENT


[To be
executed only upon transfer of Warrant]


 


For
value received, the undersigned registered holder of the within
Warrant hereby sells, assigns, and transfers unto _______
[include name and
addresses] the rights represented by the Warrant to purchase Common
Shares of ENDRA Life Sciences Inc. to which the Warrant relates,
and appoints           
Attorney to make such transfer on the books of ENDRA Life Sciences
Inc. maintained for the purpose, with full power of substitution in
the premises.


 


Dated:


 
 
_____________________________________________________________________________

    (Signature must conform in all respects to name
of holder as specified on the face of Warrant)


 


 

 
_____________________________________________________________________________


    (Street
Address)


 


 

 
_____________________________________________________________________________


(City)                   (State)                          (Zip
Code)


 


Signed
in the presence of:


 

 
_____________________________________________________________________________


   (Signature of
Transferee)


 


 


 _____________________________________________________________________________


 
(Street Address)


 


_____________________________________________________________________________ 




(City)                   (State)                          (Zip
Code) Signed in the presence of:




 






10