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.

 



[●], 2017

 


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 [April ●], 2017, by and among the Company and Dawson
James Securities Inc., as representative of the several
underwriters named therein (“Dawson James”), relating to a firm
commitment public offering (the “Offering”) of up to [●]
shares of the Company’s common stock, par value $0.0001 per
share (each a “Common
Share” and collectively, the “Common Shares”), and warrants to
purchase up to an aggregate of [●] Common Shares for an
exercise price of $[●] per share.

 


FOR VALUE RECEIVED, the Company hereby
grants to [___________] 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 six-month anniversary of the
Base Date (the “Vesting Date”). For purposes of this Warrant, the
“Base
Date” shall mean [April
●], 2017, which was the date the registration statement on
Form S-1 (File No. 333-214724) filed in connection with the
Offering was declared effective by the Securities and Exchange
Commission (the “SEC”). 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 five (5) 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.

 



 

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3.1 Manner
of Exercise.

 

(a) This
Warrant is exercisable in whole or in part at any time and from
time to time from the Vesting Date to the Expiration Date. 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; provided,
however,
that,
if at any time during the term of this Warrant there is no
effective registration statement registering the Warrant Shares
under the Securities Act, or no current prospectus available for,
the issuance or resale of the Warrant Shares by the Holder, then
this Warrant may only be exercised at such time by means of a
“cashless” exercise.

 

(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.

 



 

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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.

 



 

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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.

 

8.2 Required
Registration.

 

(a) At
any time on or after the date hereof and on or before the five (5)
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 hundred twenty (120) days from the date of
such request.

 



 

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(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
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.

 



 

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(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.

 

(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.

 



 

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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:

 

(a) 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.

 

(b) 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.

 



 

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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.

 



 

9







 





 

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]

 







10








 






 

 



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:


 

 


[______________________________]

 


 



By:           

                                                        








Name:


Title:


 


 

 







11








 










 



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)






 


 

 







12








 










 



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:







13