Exhibit 4.7


 


Form of Representatives’ Warrant
Agreement


 


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
OTHER THAN (I) NORTHLAND SECURITIES, INC., NEIDIGER, TUCKER, BRUNER, INC. OR
AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NORTHLAND SECURITIES,
INC., NEIDIGER, TUCKER, BRUNER, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER
5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


UNIT PURCHASE WARRANT


 


For the Purchase of [_____] Units


of


SENSUS HELTHCARE, INC.


 


1.            Unit
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid and for other good and valuable consideration, including
provision of services, by or on behalf of [Northland Securities, Inc./Neidiger, Tucker, Bruner, Inc., or its or their assigns,]
(“Holder”), as registered owner of this Unit Purchase Warrant (the “Purchase Warrant”),
to Sensus Healthcare, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from
time to time from [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement
Date”), and until at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE
DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase
and receive, in whole or in part, up to [____] units (“Units”) of the Company, each Unit consisting of
one share of common stock of the Company, par value $0.01 per share (“Common Stock”) and one warrant
to purchase one share of Common Stock (“Warrant(s)”), subject to adjustment as provided in Section 6
hereof. Each Warrant shall be in substantially the same form as the warrant included in the Units being registered for sale to
the public (“Public Warrants”) by way of the Company’s Registration Statement on Form S-1 (No.
333-209145) (“Registration Statement”). No actual Units shall be issued upon exercise of this Purchase
Warrant, and upon exercise thereof and payment of the applicable Exercise Price as provided for herein, the Holder shall be entitled
to receive shares of Common Stock and Warrants, as the case may be. All references in this Purchase Warrant to “Units”
shall refer to the purchase of the Common Stock and Warrants, as the case may be, that each Unit is divisible into. If the Expiration
Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the
next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the Effective
Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This
Purchase Warrant is initially exercisable at $7.80 per Unit; provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per
Unit and the number of shares of Common Stock and Warrants to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on
the context. The term “Effective Date” shall mean [____], 2016, the date of that certain Underwriting Agreement,
by and between the Company and Northland Securities, Inc. and Neidiger, Tucker, Bruner, Inc., as representatives of the underwriters
named therein (the “Underwriting Agreement”).


 




    	 	1	 



     


    

 


2.            Exercise.


 


2.1          Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Units being purchased payable
in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official
bank check. In the event of a partial exercise or assignment hereof, the Company shall issue and deliver to or upon the order of
the Holder a new Purchase Warrant of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of applicable
transfer taxes) may request, evidencing the right to purchase the aggregate number of Units for which such Purchase Warrant may
still be exercised. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2          Cashless
Exercise.  If at any time after the Commencement Date there is no effective registration statement registering, or no
current prospectus available for, the resale of the shares of Common Stock, Warrants underlying the Purchase Warrants and shares
of Common Stock underlying the Warrants issuable hereunder by the Holder, then in lieu of exercising this Purchase Warrant by payment
of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number shares
of Common Stock and Warrants equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender
of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue
to Holder shares of Common Stock in accordance with the following formula:


 


	X	=	
          Y(A-B)  

        A
	 


 


Where,


X=The number of shares of Common Stock to be
issued to Holder;


Y=The number of Units for which the Purchase Warrant
is being exercised;


A=The fair market value of one share of Common
Stock; and


B=The Exercise Price.


 


The number Warrants
to purchase Common Stock issuable upon cashless exercise will be equal to the number of shares of Common Stock issuable in accordance
with the above formula.


 


For purposes of this
Section 2.2, the fair market value of a share of Common Stock is defined as follows:


 


	 	(i)	if the Company’s Common Stock is traded on a
    securities exchange, the value shall be deemed to be the closing price on such exchange as of the trading day immediately
    prior to the      day
    of which the exercise form     being     submitted in connection with the exercise of the Purchase Warrant;
    or


 


	 	(ii)	if the Company’s Common Stock is actively traded
    over-the-counter, the value shall be deemed to be the closing bid price as of the trading day immediately prior to the day
    of which the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there is no active
    public     market,     the value shall be the fair market value thereof, as determined in good faith by the Company’s
    Board of     Directors.


 


2.3         Delivery
of Shares and Warrants. Upon exercise, the applicable number of shares of Common Stock and Warrants shall be delivered to the
Holder within three (3) business days of the Company’s receipt of the exercise form completed and payment of the applicable
Exercise Price, if paid in cash.


 


2.4          Legend.
Each certificate representing the shares of Common Stock and Warrants issued hereunder shall bear a legend as follows unless
such securities have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The securities
represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration
under the Securities Act and applicable state law which, in the opinion of counsel to the Company, is available.”


 




    	 	2	 



     


    

 


3.            Transfer.


 


3.1          General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days
following the Effective Date to anyone other than: (i) Northland Securities, Inc. (“Northland”), Neidiger, Tucker,
Bruner, Inc. (“Neidiger”) or an underwriter or a selected dealer participating in the offering contemplated
by the Underwriting Agreement (the “Offering”), or (ii) a bona fide officer or partner of Northland, Neidiger
or of any such underwriter or selected dealer, in each case in accordance with FINRA Rules 5110(g)(1) and 5110(g)(2)(A)(ii), or
(b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder,
except as provided for in FINRA Rule 5110(g)(2). On and after 180 days after the Effective Date, transfers to others may be made
subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder
must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant
and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within three (3) business days transfer
this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of
like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of shares of Common Stock
and Warrants purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2         Restrictions
Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until:
(i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption
from registration under the Securities Act and applicable state securities laws, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agreeing that the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. shall be deemed satisfactory evidence of the availability of an exemption), or (ii) a registration statement or a post-effective
amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared
effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable
state securities law has been established.


 


4.            Registration
Rights.


 


4.1          Demand
Registration.


 


4.1.1       Grant
of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase
Warrants (“Majority Holders”), agrees to register, on one occasion, all or any portion of the shares of Common
Stock, Warrants underlying the Purchase Warrants and shares of Common Stock underlying the Warrants (collectively, the “Registrable
Securities”). On such occasion, the Company will file a registration statement with the Commission covering the Registrable
Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration
statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however,
that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect
to which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has
elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to
an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been
withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during
a period of four (4) years beginning on the Commencement Date. The Company covenants and agrees to give written notice of its receipt
of any Demand Notice by any Holder(s) to all other registered Holders of the Purchase Warrants and/or the Registrable Securities
within ten (10) days after the date of the receipt of any such Demand Notice.


 




    	 	3	 



     


    

 


4.1.2       Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts
to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such
states as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company
be required to register the Registrable Securities in a state in which such registration would cause: (i) the Company to be obligated
to register or license to do business in such state or submit to general service of process in such State, or (ii) the principal
shareholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any
registration statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective for a period of at least
twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement
are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company
to sell the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company
if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding
the provisions of this Section 4.1.2, the Holder shall be entitled to a demand registration under this Section 4.1.2 on only one
(1) occasion and such demand registration right shall terminate on the fifth anniversary of the effectiveness of the registration
statement in accordance with FINRA Rule 5110(f)(2)(G)(iv).


 


4.2          “Piggy-Back”
Registration.


 


4.2.1       Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right,
for a period of no more than seven (7) years from the date of effectiveness of the registration statement in accordance with FINRA
Rule 5110(f)(2)(G)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company
(other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form
S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten
public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose
a limitation on the number of shares of common stock which may be included in the Registration Statement because, in such underwriter(s)’
judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall
be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to
which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities
sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion
of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


4.2.2       Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section
4.2.1 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice
prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder.
The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written
notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except
as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration
under this Section 4.2.2; provided, however, that such registration rights shall terminate on the sixth
anniversary of the Commencement Date.


 


4.3          General
Terms.


 


4.3.1       Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement. The Holder(s) of the
Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they
may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf
of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same
extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the
Underwriters have agreed to indemnify the Company.


 




    	 	4	 



     


    

 


4.3.2       Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s)
to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3      Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each
underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of
counsel to the Company, dated the effective date of such registration statement (and, if such registration statement includes an
underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii)
a “cold comfort” letter dated the effective date of such registration statement (and, if such registration includes
an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent
registered public accounting firm which has issued a report on the Company’s financial statements included in such registration
statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus
included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial
statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters
in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering
requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or
its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary
to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent
and at such reasonable times as any such Holder shall reasonably request.


 


4.3.4       Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably
satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder
and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other
terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to
any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require
that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall
also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters except as they may relate to such Holders, their securities and their intended
methods of distribution.


 


4.3.5      
Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish
to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling
security holders.


 


4.3.6      
Damages. Should the registration statement or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed
by the Company or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal
or other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive)
relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving
actual damages and without the necessity of posting bond or other security.


 




    	 	5	 



     


    

 


5.            New
Purchase Warrants to be Issued.


 


5.1          Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax
if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase
Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number
of Units (or underlying shares of Common Stock and Warrants) purchasable hereunder as to which this Purchase Warrant has not been
exercised or assigned.


 


5.2         Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


6.            Adjustments.


 


6.1          Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of shares of Common Stock, Warrants underlying
the Purchase Warrants and shares of Common Stock underlying the Warrants, shall be subject to adjustment from time to time as hereinafter
set forth:


 


6.1.1       Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split up of shares of Common
Stock or other similar event, then, on the effective day thereof, the number of shares of Common Stock, Warrants underlying the
Purchase Warrants and shares of Common Stock underlying the Warrants, purchasable hereunder shall be increased in proportion to
such increase in outstanding shares, and the Exercise Price shall be proportionately decreased.


 


6.1.2       Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event,
then, on the effective date thereof, the number of shares of Common Stock, Warrants underlying the Purchase Warrants and shares
of Common Stock underlying the Warrants, purchasable hereunder shall be decreased in proportion to such decrease in outstanding
shares of Common Stock, and the Exercise Price shall be proportionately increased.


 


6.1.3       Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares of Common
Stock, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation
(other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that
does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale
or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the
expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise
Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation,
or upon a dissolution following any such sale or transfer, by a Holder of the number of shares of Common Stock of the Company
obtainable upon exercise of this Purchase Warrant and the underlying Warrants immediately prior to such event; and if any reclassification
also results in a change in shares of Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant
to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 




    	 	6	 



     


    

 


6.1.4      Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Units (and underlying
shares of Common Stock and Warrants) as are stated in the Purchase Warrants initially issued pursuant to the Underwriting Agreement.
The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be
deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2         Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding shares of Common Stock), the corporation formed by such consolidation or share
reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder
of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of
such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities
and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of shares of
Common Stock of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation,
share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which
shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply
to successive consolidations or share reconstructions or amalgamations.


 


6.3        Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of a share of Common
Stock or a Warrant upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any
fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction
up or down, as the case may be, to the nearest whole number of shares of Common Stock or other securities, properties or rights.


 


7.           
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Common Stock, solely
for the purpose of issuance upon exercise of the Purchase Warrants and the shares of Common Stock, Warrants underlying the Purchase
Warrants and shares of Common Stock underlying the Warrants issuable hereunder, such number of shares of Common Stock or other
securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise
of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all securities issuable
upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any
shareholder. The Company further covenants and agrees that upon exercise of the Warrants underlying the Purchase Warrants and payment
of the respective Warrant exercise price therefor, all Common Stock and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Purchase
Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all the shares of Common Stock
and Warrants underlying the Purchase Warrants issuable hereunder and shares of Common Stock underlying the Warrants issuable upon
exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges (or, if applicable on
the OTC Bulletin Board or OTC Markets Group, Inc. or any successor trading market) on which the Common Stock issued to the public
in connection with the Offering may then be listed and/or quoted.


 


8.            Certain
Notice Requirements.


 


8.1          Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.


 




    	 	7	 



     


    

 


8.2         
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of
the following events: (i) if the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company,
(ii) the Company shall offer to all the holders of its shares of Common Stock any additional shares of capital stock of the Company
or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share
reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.


 


8.3         Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to
Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Financial Officer.


 


8.4         Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company,
to the following address or to such other address as the Company may designate by notice to the Holders:


 


If to the Holder:


 


Northland Securities, Inc.


750 Fifth Avenue, Suite 2401


New York, NY 10017


Attention: [_____]


Fax No.: [_____]


 


and


 


Neidiger, Tucker, Bruner, Inc.


9540 South Maroon Circle, Suite 250


Englewood, CO 80112


Attention: [_____]


Fax No.: [_____]


 


with a copy (which shall not constitute notice) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


Attention: Ivan K. Blumenthal, Esq.


Fax No.: (212) 983-3115


 


If to the Company:


 


Sensus Healthcare, Inc.


851 Broken Sound Pkwy. NW #215


Boca Raton, Florida 33487


Attention: Joseph C. Sardano, Chief Executive Officer


Fax No.: (561) 948-2739


 




    	 	8	 



     


    

 


with a copy (which shall not constitute notice) to:


 


Gunster, Yoakley & Stewart, P.A.


450 E. Las Olas Blvd., Suite 1400


Fort Lauderdale, Florida 33301


Attention: David C. Scileppi, Esq.


Fax No.: 954-888-2033


 


9.            Miscellaneous.


 


9.1          Amendments.
The Company, Northland and Neidiger may from time to time supplement or amend this Purchase Warrant without the approval of any
of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder
that the Company and Northland and Neidiger may deem necessary or desirable and that the Company, Northland and Neidiger deem shall
not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and
be signed by the party against whom enforcement of the modification or amendment is sought.


 


9.2         Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.        Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4         
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the
Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant
or any provisions herein contained.


 


9.5         
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. Each of the
Company and the Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to this
Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
Each of the Company and the Holder hereby waive any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any process or summons to be served upon the Company or the Holder may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal and binding in any action, proceeding or claim. The
Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with
the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6         Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver
is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment.


 




    	 	9	 



     


    

 


9.7         Execution
in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and
the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic
transmission.


 


9.8         
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees
that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company, Northland and Neidiger enter
into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants
will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party
to the Exchange Agreement.


 


[Signature Page Follows]


 




    	 	10	 



     


    

 


IN WITNESS WHEREOF, the Company has caused
this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2016.


 


	SENSUS HEALTHCARE, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	 	11	 



     


    

 


[Form to be used to exercise Purchase
Warrant]


 


Date: __________, 20___


 


The undersigned
hereby elects irrevocably to exercise the Purchase Warrant for _______ shares (the “Shares”) of Common Stock,
par value $0.01 per share (“Common Stock”), and Warrants to purchase [________] shares of Common Stock (“Warrants”)
of Sensus Healthcare, Inc., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at the
rate of $7.80 per one share of Common Stock and one Warrant to purchase one share of Common Stock) in payment of the Exercise Price
pursuant thereto. Please issue the shares of Common Stock and Warrants as to which this Purchase Warrant is exercised in accordance
with the instructions given below and, if applicable, a new Purchase Warrant representing the number of shares of Common Stock
and Warrants for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase _________ shares of Common Stock (“Shares”) and Warrants
to purchase _________ shares of Common Stock (“Warrants”) of the Company under the Purchase Warrant, pursuant to Section
2.2 of the Purchase Warrant.


 


The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares and Warrant as to which this Purchase Warrant is exercised in accordance with the instructions given below
and, if applicable, a new Purchase Warrant representing the number of Units for which this Purchase Warrant has not been
converted.


 


	 	Signature	 	 


 


	 	Signature Guaranteed	 	 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




    	 	12	 



     


    

 


[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto the right to purchase securities of Sensus Healthcare, Inc., a Delaware corporation
(the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right
on the books of the Company.


 


Dated: __________, 20__


 


	Signature	 	 


 


	Signature Guaranteed	 	 


 


NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must
be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.


 




    	 	13