Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [ ], 2016, is by and between Sensus Healthcare, Inc., a Delaware corporation (the “Company”),
and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant
Agent”).


 


WHEREAS, the Company is engaged in
a public offering (the “Offering”) of units consisting of common stock of the Company, par value $0.01
per share (“Common Stock”) and warrants to purchase shares of Common Stock of the Company (“Warrants”)
and, in connection therewith, has determined to issue and deliver up to 1,750,000 Warrants to public investors in the Offering,
each such Warrant evidencing the right of the holder thereof to purchase one share of Common Stock of the Company for $7.80 per
share, subject to adjustment as described herein, and


 


WHEREAS, the Company has filed with
the Securities and Exchange Commission (the “Commission”) a registration statement, as amended, on Form
S-l, No. 333-209451 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the units
to be sold in the Offering, the shares of Common Stock included in the units to be sold in the Offering, and the Warrants included
in the units to be sold in the Offering and the shares of Common Stock underlying the Warrants; and


 


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


 


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


 


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


 


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


 


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



 


		2.	Warrants.



 


		a)	Form of Warrant. Each Warrant shall be issued in registered form only and shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein. Each Warrant shall be signed by, or bear the facsimile signature
of, the Chairman of the Board, President, Chief Executive Officer, Secretary or other principal officer of the Company. In the
event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which
such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.



 


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



 




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		c)	Registration.



 


		i)	Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the
registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company.



 


		ii)	Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate (as defined below) made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.



 


		d)	Detachability of Warrant. Each of the Common Stock and the Warrants comprising the units will automatically separate
beginning on the first trading day following the 52nd day after the date of the Prospectus, unless Northland Capital Markets and
Neidiger, Tucker, Bruner as representatives of the underwriters, determines that an earlier date is acceptable. In no event will
separate trading of the Warrants commence until the Company issues a press release announcing when such separate trading will begin.
“Trading Day” means a day on which the principal Trading Market (as defined below) is open for trading.



 


		3.	Terms and Exercise of Warrants.



 


		a)	Exercise Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof,
subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common
Stock stated therein, at the price of $7.80 per share, subject to the adjustments provided herein. The term “Exercise
Price” as used in this Warrant Agreement shall mean the price per share at which shares of Common Stock may be purchased
at the time a Warrant is exercised.



 


		b)	Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the date of issuance thereof and ending on the earlier of: (a) [ ], 2019; or (b) upon the filing of a Certification
of Dissolution (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be
subject to the satisfaction of any applicable conditions, as set forth in subsection 3(c)(ii) below with respect to an effective
registration statement. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder),
each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date.



 


		c)	Exercise of Warrants.



 


		i)	Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the Registered Holder thereof by submitting a duly executed election to purchase attached to the applicable
Warrant, at the office of the Warrant Agent, which may be done by fax or email delivery, and by paying in full, within two Trading
Days of the date of exercise, in full the Exercise Price for each full share of Common Stock as to which the Warrant is exercised,
in lawful money of the United States, by wire transfer or in good certified check or good bank draft payable to the order of the
Company. The Registered Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder.
Upon delivery of an exercise notice, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the shares of Common Stock with respect to which a Warrant has been exercised (the “Warrant Shares”),
irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates
evidencing such Warrant Shares (as the case may be).



 


		ii)	Cashless Exercise. Notwithstanding anything contained herein to the contrary, if and only if a registration statement
covering the issuance of the Warrant Shares is not available for the issuance of such Warrant Shares, the Registered Holder may,
in its sole discretion, exercise, by submitting a duly executed election to purchase to the Company pursuant to Section 9(b), the
Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such
exercise in payment of the aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of
shares of Common Stock determined according to the following formula (a “Cashless Exercise”):



 




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Net Number = (A x B) - (A x C)


B


 


For purposes of the foregoing formula:


 


A= the total number of shares with respect to which
the Warrant is then being exercised.


 


B= the Fair Market Value of one share of Common Stock.


 


C= the Exercise Price then in
effect for the applicable shares of Common Stock at the time of such exercise.


 


For purposes of this Section 3(c)(ii),
the “Fair Market Value” of one share of Common Stock is defined as follows:


 


(i) if the Company’s
Common Stock is listed and traded on the New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global
Market, the Nasdaq Capital Market or the OTC Bulletin Board (each, a “Trading Market”), the fair market
value shall be deemed the average closing price on such Trading Market for the ten (10) consecutive Trading Days ending on the
date immediately prior to the date the subscription form is submitted to the Company in connection with the exercise of the Warrant;
or


 


(ii) if the Company’s
Common Stock is not listed on a Trading Market, but is traded in the over-the-counter market, the Fair Market Value shall be deemed
to be the average closing bid price for the ten (10) consecutive Trading Days ending on the date immediately prior to the date
the subscription form is submitted in connection with the exercise of the Warrant; or


 


(iii) if there is no active
public market for the Company’s Common Stock, the Fair Market Value of the Common Stock shall be determined in good faith
by the Company’s board of directors.


 


For purposes of Rule 144 promulgated
under the Act, it is intended, understood and acknowledged that, assuming the Registered Holder is not an affiliate of the Company,
the shares of Common Stock issued in a cashless exercise transaction shall be deemed to have been acquired by the Registered Holder,
and the holding period for the shares of Common Stock shall be deemed to have commenced, on the date the Warrant was originally
issued, subject to the rules and regulations set forth under the Securities Act.


 


		iii)	Fractional Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall
not be required to issue any fraction of a share of Common Stock in connection with the exercise of a Warrant. As to any fraction
of a share that the Registered Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price; provided, that
if more than one Warrant certificate is presented for exercise at the same time by the same Registered Holder, the number of whole
shares of Common Stock which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number
of shares of Common Stock issuable on exercise of all such Warrants.



 


		iv)	Issuance of Common Stock on Exercise. Assuming funds for exercise are paid on or before the second Trading Day following
the date of receipt by the Company of an exercise notice, then on or before the third Trading Day following the date upon which
the Company has received an exercise notice for a Warrant, the Company shall cause its transfer agent to (i) provided that the
transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program credit such aggregate Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or
its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian System, or (ii) if the transfer agent
is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder, or at the Holder’s
instruction pursuant to the delivered exercise notice, the Holder’s agent or designee, in each case pursuant to this clause
(ii), sent by reputable overnight courier to the address specified in the applicable exercise notice, a certificate, registered
in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable exercise notice),
for the aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise.



 




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



 


		vi)	Date of Issuance. Each person in whose name any certificate for the Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such Common Stock on the later of (i) the date on which the Warrant was surrendered
and, (ii) other than in the case of a Cashless Exercise, the date on which payment of the Exercise Price was made, irrespective
of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the share transfer books are open.



 


		d)	Beneficial Ownership Limitation on Exercises. The Company shall not affect the exercise of any portion of a Warrant,
and the Registered Holder of such Warrant shall not have the right to exercise any portion of such Warrant, to the extent that
after giving effect to such exercise, the Registered Holder (together with the Registered Holder’s affiliates, and any persons
acting as a group together with the Holder or any Registered Holder’s affiliates) would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the Common Stock outstanding immediately after giving effect to such exercise,
provided, however, that the foregoing limitation on exercise shall not apply to any Registered Holder who, together with such Registered
Holder’s affiliates, and any persons acting as a group together with such Registered Holder and such Registered Holder’s
affiliates, owns in excess of the Maximum Percentage immediately prior to the closing of the Offering. For purposes of the foregoing
sentence, the aggregate number of shares of Common Stock beneficially owned by such Registered Holder and its affiliates shall
include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by the Registered Holder and its affiliates and (ii) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned by the Registered Holder and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates. Except
as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent
that the limitation contained in this Section 3(d) applies, the Registered Holder’s submission of an election to purchase
shall be deemed to be the Registered Holder’s determination of whether a Warrant is exercisable (in relation to any other
securities owned by the Registered Holder together with any affiliates) and of which portion of a Warrant is exercisable, in each
case subject to the Maximum Percentage, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of the Warrants, in determining the number
of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected
in the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing
with the Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company
or its transfer agent setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including any
Warrant, by the Registered Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock
was reported. By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage
to any other percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of a Warrant and the provisions of this Section 3(d) shall continue to apply; provided
that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company,
and (ii) any such increase or decrease will apply only to that Registered Holder.



 




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		4.	Adjustments.



 


		a)	Stock Dividends; Forward Splits. If after the date hereof, and subject to the provisions of Section 4(d) below, the
number of outstanding shares of Common Stock is increased by a stock dividend payable in Common Stock, or by a forward split of
Common Stock or other similar event, then, on the effective date of such stock dividend, forward split or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding
shares of Common Stock and the Exercise Price shall be proportionally decreased such that the aggregate Exercise Price, after such
adjustments, remains the same for each Warrant.



 


		b)	Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4(d) hereof, the number of
outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of Common
Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock and the Exercise Price shall be proportionally increased such that the aggregate
Exercise Price, after such adjustments, remains the same for each Warrant.



 


		c)	Fundamental Transactions. If, at any time while the Warrants are outstanding, (i) the Company, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Company with or into another person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person
or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any
subsequent exercise of a Warrant, the Registered Holder of each Warrant shall have the right to receive, for each share of Common
Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at
the option of the Registered Holder (without regard to any limitation in Section 3(d) on the exercise of the Warrants), the number
of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and
any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which a Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 3(d) on the exercise of the Warrants). For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount
of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then each Registered Holder shall be given the same choice as to the Alternate Consideration
such Registered Holder receives upon any exercise of a Warrant following such Fundamental Transaction. Notwithstanding anything
to the contrary, in the event of a Fundamental Transaction, the Company shall, at a Registered Holder’s option, exercisable
at any time prior to the consummation of the Fundamental Transaction, purchase such Registered Holder’s Warrant immediately
prior to the consummation of such Fundamental Transaction from the Registered Holder by paying cash by wire transfer of immediately
available funds in an amount equal to the Black Scholes Value of the remaining unexercised portion of such Registered Holder’s
Warrant immediately prior to the consummation of such Fundamental Transaction. “Black Scholes Value”
means the value of a Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg, L.P. (“Bloomberg”) determined immediately prior to the consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date,
(B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg
as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying
price per share used in such calculation shall be the sum of the price per share of Common Stock being offered in cash, if any,
plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction (the “FMV”)
and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Expiration Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) to assume in writing all obligations of the Company under each
Warrant in accordance with the provisions of this Section 4(c) prior to such Fundamental Transaction and shall, at the option of
each Registered Holder, deliver to such Registered Holder in exchange for such Registered Holder’s Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to such Registered Holder’s
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of such Warrant (without regard to the limitations
on exercise set forth in Section 3(d)) prior to such Fundamental Transaction, and with an exercise price which applies the Exercise
Price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation of
such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Registered Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Agreement and each Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Agreement and each Warrant with the same effect as if such Successor Entity had been named
as the Company herein. For the avoidance of doubt, if, at any time while this Warrant is outstanding, a Fundamental Transaction
occurs, pursuant to the terms of this Section 4(c), the Holder shall not be entitled to receive more than one of (i) the consideration
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrant
is exercisable immediately prior to such Fundamental Transaction, (ii) an amount of cash equal to the Black Scholes Value of the
remaining unconverted portion of the Warrant on the date of the consummation of such Fundamental Transaction, or (iii) the assumption
by the Successor Entity of all of the obligations of the Company under the Warrant and the option to receive a security of the
Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrant. Notwithstanding
the foregoing, the Registered Holder will not be entitled to redeem the Warrant for cash in any Fundamental Transaction that is
not approved by the Company’s board of directors or that occurs in a transaction or as a result of an event that was not
within the Company’s sole control.



 




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		d)	Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest whole share, as
the case may be. For purposes of this Section 4, any calculation of the number of shares of Common Stock deemed to be issued and
outstanding as of a given date shall not include treasury shares, if any. Notwithstanding anything to the contrary in this Section
4, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least
1% in such price; provided however, that any adjustments which by reason of the immediately preceding sentence are not required
to be made shall be carried forward and taken into account in any subsequent adjustment. In any case in which this Section 4 shall
require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, if the Registered
Holder exercises a Warrant after such record date, the Company may elect to defer, until the occurrence of such event, the issuance
of the shares of Common Stock and other capital stock of the Company in excess of the shares of Common Stock and other capital
stock of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment;
provided, however, that in such case the Company or the Warrant Agent shall deliver to the Registered Holder a due bill or other
appropriate instrument evidencing the Registered Holder’s right to receive such additional shares and/or other capital securities
upon the occurrence of the event requiring such adjustment.



 


		e)	Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon occurrence of any event specified in Sections 4(a) or 4(b), the Company shall give written notice of the occurrence of such
event to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such
event.



 




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		f)	Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement.



 


		g)	Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a public accounting, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.



 


		5.	Transfer and Exchange of Warrants.



 


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



 


		b)	Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants.



 


		c)	Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate for a fraction of a warrant.



 


		d)	Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5.



 


		6.	Redemption.



 


		a)	Redemption. Subject to the second sentence of this Section 6(a), all (and not less than all) of the outstanding Warrants
may be redeemed, at the option of the Company, at any time from and after one year following their issuance and prior to their
expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6(b), at the price of $.01 per Warrant (“Redemption
Price”); provided that the last sales price of the Common Stock has been equal to or greater than $9.75 (subject
to adjustment for splits, dividends, recapitalizations and other similar events, as specified in Section 4), for any twenty (20)
consecutive Trading Day period ending on the third business day prior to the date on which notice of redemption is given. Notwithstanding
the foregoing, a registration statement under the Securities Act with respect to the Shares of Common Stock issuable upon exercise
must be effective and a current prospectus must be available for use by the Registered Holders hereof during such twenty (20) consecutive
Trading Day period in order for the Company to exercise its redemption rights pursuant to this Section 6.



 




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		b)	Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company
shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the date fixed for redemption to the Registered Holders of the Warrants to be redeemed at their
last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Registered Holder received such notice.



 


		c)	Exercise After Notice of Redemption. The Warrant may be exercised in accordance with Section 3 of this Warrant Agreement
at any time after notice of redemption shall have been given by the Company pursuant to Section 6(a) hereof and prior to the time
and date fixed for redemption. On and after the redemption date, the Registered Holder of the Warrant shall have no further rights
except to receive, upon surrender of the Warrant, the Redemption Price, without interest.



 


		d)	No Other Rights to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder of
any Warrant hall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender
of any Warrant under this Warrant Agreement.



 


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



 


		a)	No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, except as otherwise set forth herein or in any Warrant, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or the election of directors of the Company or any other matter.



 


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



 


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



 


		d)	Registration of Common Stock. The Company registered the Warrants and shares of Common Stock underlying the Warrants
in the Registration Statement. The Company will use its reasonable best efforts to maintain the effectiveness of such Registration
Statement and the current status of the Prospectus or to file and maintain the effectiveness of another registration statement
and another current prospectus covering the shares of Common Stock issuable upon exercise of the Warrants at any time that the
Warrants are exercisable. In addition, the Company agrees to use its reasonable best efforts to register such shares of Common
Stock under the blue sky laws of the states of residence of the exercising Warrant holders to the extent an exemption from such
registration is not available.



 


		8.	Concerning the Warrant Agent and Other Matters.



 


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



 




    	 	8	 



     


    

 


		b)	Resignation, Consolidation, or Merger of Warrant Agent.



 


		i)	Appointment of Successor Warrant Agent. The Warrant Agent, or any successor hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ prior written notice in
writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the
Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
in good standing in the State of New York and having its principal office in the City of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense
of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.



 


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



 


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



 


		c)	Fees and Expenses of Warrant Agent.



 


		i)	Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and any transfer agent fees which are in addition thereto and shall, pursuant to its obligations under this Agreement,
reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its
duties hereunder.\



 


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



 


		d)	Liability of Warrant Agent.



 


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



 


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



 




    	 	9	 



     


    

 


		iii)	Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for
any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not
be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of
Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued,
be valid and fully paid and nonassessable.



 


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



 


		9.	Miscellaneous Provisions.



 


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



 


		b)	Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be sufficiently given (i) when so delivered if by hand or overnight
delivery, or (ii) if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:



 


Sensus Healthcare, Inc.

851 Broken Sound Parkway, NW #215

Boca Raton, FL 33487


 


with copies to:


 


Gunster, Yoakley & Stewart, P.A.


450 E. Las Olas Blvd., Suite 1400


Fort Lauderdale, Florida 33301


Attention: David C. Scileppi, Esq.


 


Any notice, statement or demand authorized by this
Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
(i) upon receipt if by hand or overnight delivery, or (ii) if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


American Stock Transfer & Trust Company, LLC


48 Wall Street, 21st Floor


New York, New York 10005


Attention: General Counsel


 


		c)	Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company and the Warrant Agent hereby waive any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.



 


		d)	Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to,
any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.



 




    	 	10	 



     


    

 


		e)	Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to
submit his Warrant for inspection by it.



 


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



 


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



 


		h)	Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the
purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments shall
require the written consent of the Company and the Registered Holders holding Warrants to purchase at least 65% of the shares of
Common Stock underlying the then outstanding Warrants. No consideration shall be offered by the Company to any Registered Holder
in connection with a modification, amendment or waiver of this Warrant Agreement or any Warrant without also offering the same
consideration to all Registered Holders.



 


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



 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 


	 	SENSUS HEALTHCARE, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	11	 



     


    

 


EXHIBIT A


 


[FORM OF WARRANT CERTIFICATE]


 


Number


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


SENSUS HEALTHCARE, INC.


 


Incorporated Under the Laws of the State
of Delaware


 


CUSIP


 


Warrant Certificate


 


This Warrant Certificate certifies that,
or registered assigns, is the registered holder of warrant(s) (the “Warrants” and each, a “Warrant”)
to purchase shares of Common Stock, par value $0.01 (“Common Stock”), of Sensus Healthcare, Inc., a Delaware
corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in
the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common
Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant
Agreement, payable in lawful money (or through “Cashless Exercise” as provided for in the Warrant Agreement)
of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency
of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement (as defined
on the reverse hereof).


 


Each Warrant is initially exercisable for
one fully paid and non-assessable share of Common Stock. The number of the shares of Common Stock issuable upon exercise of the
Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise
Price per share of Common Stock for any Warrant is equal to $7.80 per share. The Exercise Price is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate
set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth
at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the
Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State
of New York, without regard to conflicts of laws principles thereof.


 


	 	SENSUS HEALTHCARE, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued
or to be issued pursuant to a Warrant Agreement dated as of [ ], 2016 (the “Warrant Agreement”), duly executed
and delivered by the Company to American Stock Transfer & Trust Company, LLC, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered
Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in Section 3(c) of the Warrant Agreement.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the shares of Common Stock is current, except through “Cashless Exercise” as provided for in the Warrant
Agreement.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number
of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at
the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 




     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment
for such shares to the order of Sensus Healthcare, Inc. (the “Company”) in the amount of $[ ] in accordance
with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of [ ], whose address
is and that such shares be delivered to whose address is [ ]. If said number of shares is less than all of the shares of Common
Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such
shares be registered in the name of [ ], whose address is [ ], and that such Warrant Certificate be delivered to [ ], whose address
is [ ].


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 3(c)(ii) of the Warrant Agreement, the number of shares that this
Warrant is exercisable for shall be determined in accordance with Section 3(c)(ii) of the Warrant Agreement.


 


		 ̈	a “Cash Exercise” with respect to            shares
of Common Stock; and/or



 


		 ̈	a “Cashless Exercise” with respect to             
shares of Common, resulting in a delivery obligation by the Company to the Holder of shares of Common Stock representing the applicable
Net Number, subject to adjustment.



 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock.
If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless
exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered
in the name of [ ], whose address is [ ], and that such Warrant Certificate be delivered to [ ], whose address is [ ].


 


	Date:               , 20  	(Signature)
	 	 
	
         
	(Address)
	 	 
	 	 
	
         

         
	(Tax Identification Number)