Attached files
Exhibit 4.6
WARRANT
To Purchase Shares of Common Stock of
ENDRA LIFE SCIENCES INC.
October
15, 2018
This
WARRANT (this
“Warrant”) of
ENDRA Life Sciences Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (the
“Company”), is
being issued on the date hereof (the “Base Date”) pursuant to that
certain Underwriting Agreement, dated as of October 11, 2018, by
and among the Company and National Securities Corp., relating to a
firm commitment public offering (the “Offering”) of up to 1,285,000
shares of the Company’s common stock, par value $0.0001 per
share (each a “Common
Share” and collectively, the “Common Shares”).
FOR VALUE RECEIVED, the Company hereby grants to [●]
and its permitted successors and assigns (collectively, the
“Holder”) the
right to purchase from the Company up to [●] Common Shares
(such Common Shares underlying this Warrant, the
“Warrant
Shares”), at a per share purchase price equal to
$2.625 (the “Exercise
Price”), subject to the terms, conditions and
adjustments set forth below in this Warrant.
1. Vesting of Warrant. This
Warrant shall vest and become exercisable on the six-month
anniversary of the Base Date (the “Vesting Date”). Except as
otherwise provided for herein or as permitted by applicable rules
of the Financial Industry Regulatory Authority (“FINRA”), this Warrant shall not be
sold, transferred, assigned, pledged, or hypothecated prior to the
Vesting Date.
2. Expiration of Warrant. This
Warrant shall expire on the five (5) year anniversary of the Base
Date (the “Expiration
Date”).
3. Exercise of Warrant. This
Warrant shall be exercisable pursuant to the terms of this Section
3.
3.1 Manner of
Exercise.
(a) This Warrant is
exercisable in whole or in part at any time and from time to time
from the Vesting Date to the Expiration Date. Such exercise shall
be effectuated by submitting to the Company (either by delivery to
the Company or by facsimile transmission as provided in Section 12
hereof) a completed and duly executed Notice of Exercise
(substantially in the form attached as Exhibit A hereto) as provided
in this paragraph. The date such Notice of Exercise is faxed or
delivered to the Company shall be the “Exercise Date,” provided that the
Holder of this Warrant tenders this Warrant Certificate to the
Company within five (5) Business Days thereafter. As used in this
Warrant, “Business
Day” shall mean any day other than a Saturday, Sunday,
or any day on which the major stock exchanges in New York, New York
are not open for business. The Notice of Exercise shall be executed
by the Holder of this Warrant and shall indicate the number of
Warrant Shares then being purchased pursuant to such exercise. Upon
surrender of this Warrant Certificate, together with appropriate
payment of the Exercise Price for the Warrant Shares purchased, the
Holder shall be entitled to receive a certificate or certificates
for the Common Shares so purchased. The Exercise Price may be paid
in a “cashless” or “cash” exercise or a
combination thereof pursuant to Section 3.1(b) and Section 3.1(c)
below; provided, however,
that, if at any time during the term of this Warrant there is no
effective registration statement registering the Warrant Shares
under the Securities Act, or no current prospectus available for,
the issuance or resale of the Warrant Shares by the Holder, then
this Warrant may only be exercised at such time by means of a
“cashless” exercise. Notwithstanding anything herein to
the contrary, the Company shall not be required to make any cash
payments or net cash settlement to the Holder in lieu of delivery
of the Warrant Shares. If
Warrant Shares are issued in such a cashless exercise, the parties
acknowledge and agree that in accordance with Section 3(a)(9) of
the Securities Act, the Warrant Shares shall take on the registered
characteristics of the Warrants being
exercised.
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(b) If the Notice of
Exercise form elects a “cashless” exercise, the Holder
shall thereby be entitled to receive a number of Common Shares
determined as follows:
X =
Y [(A – B)/A]
where:
X =
the number of Warrant Shares to be issued to the
Holder.
Y =
the number of Warrant Shares with respect to which this Warrant is
being exercised.
A =
the Fair Market Value
B =
the Exercise Price.
For
purposes of this Section 3.1(b), “Fair Market Value” shall be the
closing price of the Common Shares as reported by the Nasdaq
Capital Market, or if listed on another national securities
exchange or quoted on an automated quotation service, such national
securities exchange or automated quotation service, on the date
immediately prior to the Exercise Date. If the Common Shares are
not then listed on a national stock exchange or quoted on any other
quotation system or association, the Fair Market Value of one
Common Share as of the date of determination, shall be as
determined in good faith by the Board of Directors of the Company
and the Holder. If the Common Shares are not then listed on a
national securities exchange, the OTC Bulletin Board or such other
quotation system or association, the Board of Directors of the
Company shall respond promptly, in writing, to an inquiry by the
Holder prior to the exercise hereunder as to the fair market value
of a Common Share as determined by the Board of Directors of the
Company. In the event that the Board of Directors of the Company
and the Holder are unable to agree upon the fair market value, the
Company and the Holder shall jointly select an appraiser, who is
experienced in such matters. The decision of such appraiser shall
be final and conclusive, and the cost of such appraiser shall be
borne equally by the Company and the Holder. Such adjustment shall
be made successively whenever such a payment date is
fixed.
(c) If the Notice of
Exercise form elects a “cash” exercise, the Exercise
Price per Common Share for the shares then being exercised shall be
payable in cash or by certified or official bank
check.
3.2 When Exercise Effective. Each
exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the Business Day on
which this Warrant shall have been duly surrendered to the Company
and, at such time, the Holder in whose name any certificate or
certificates for Warrant Shares shall be issuable upon exercise as
provided in Section 3.3 hereof shall be deemed to have become the
Holder or Holders of record thereof of the number of Warrant Shares
purchased upon exercise of this Warrant.
3.3 Delivery of Common Share Certificates
and New Warrant. As soon as reasonably practicable after
each exercise of this Warrant, in whole or in part, and in any
event within three (3) Business Days thereafter, the Company, at
its expense (including the payment by it of any applicable issue
taxes), will cause to be issued in the name of and delivered to the
Holder hereof or, subject to Sections 9 and 10 hereof, as the
Holder (upon payment by the Holder of any applicable transfer
taxes) may direct:
(a) a certificate or
certificates (with appropriate restrictive legends, as applicable)
for the number of duly authorized, validly issued, fully paid, and
nonassessable Common Shares to which the Holder shall be entitled
upon exercise. and
(b) in case exercise is
in part only, a new Warrant document of like tenor, dated the date
hereof, for the remaining number of Warrant Shares issuable upon
exercise of this Warrant after giving effect to the partial
exercise of this Warrant (including the delivery of any Warrant
Shares as payment of the Exercise Price for such partial exercise
of this Warrant).
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4. Certain Adjustments. For so
long as this Warrant is outstanding:
4.1 Mergers or Consolidations. If
at any time after the date hereof there shall be a capital
reorganization (other than a combination or subdivision of the
Common Shares otherwise provided for herein) resulting in a
reclassification to or change in the terms of securities issuable
upon exercise of this Warrant (a “Reorganization”), or a merger or
consolidation of the Company with another corporation, association,
partnership, organization, business, individual, government or
political subdivision thereof or a governmental agency (a
“Person” or the
“Persons”)
(other than a merger with another Person in which the Company is a
continuing corporation and which does not result in any
reclassification or change in the terms of securities issuable upon
exercise of this Warrant or a merger effected exclusively for the
purpose of changing the domicile of the Company) (a
“Merger”), then,
as a part of such Reorganization or Merger, lawful provision and
adjustment shall be made so that the Holder shall thereafter be
entitled to receive, upon exercise of this Warrant, the number of
shares of stock or any other equity or debt securities or property
receivable upon such Reorganization or Merger by a holder of the
number of Common Shares which might have been purchased upon
exercise of this Warrant immediately prior to such Reorganization
or Merger. In any such case, appropriate adjustment shall be made
in the application of the provisions of this Warrant with respect
to the rights and interests of the Holder after the Reorganization
or Merger to the end that the provisions of this Warrant (including
adjustment of the Exercise Price then in effect and the number of
Warrant Shares) shall be applicable after that event, as near as
reasonably may be, in relation to any shares of stock, securities,
property or other assets thereafter deliverable upon exercise of
this Warrant. The provisions of this Section 4.1 shall similarly
apply to successive Reorganizations and Mergers.
4.2 Splits and Subdivisions;
Dividends. In the event the Company should at any time or
from time to time effectuate a split or subdivision of the
outstanding Common Shares or pay a dividend in or make a
distribution payable in additional Common Shares or other
securities or rights convertible into, or entitling the holder
thereof to receive, directly or indirectly, additional Common
Shares (hereinafter referred to as the “Common Share Equivalents”) without
payment of any consideration by such holder for the additional
Common Shares or Common Shares Equivalents (including the
additional Common Shares issuable upon conversion or exercise
thereof), then, as of the applicable record date (or the date of
such distribution, split or subdivision if no record date is
fixed), the per share Exercise Price shall be appropriately
decreased and the number of Warrant Shares shall be appropriately
increased in proportion to such increase (or potential increase) of
outstanding shares. provided, however, that no adjustment shall be
made in the event the split, subdivision, dividend or distribution
is not effectuated. Notwithstanding the foregoing or anything else
to the contrary herein, in no event shall the per share Exercise
Price be reduced below the par value of one Common Share or of such
other securities as may be issued upon exercise of the
Warrant.
Pursuant to the
anti-dilution terms of this Section 4.2, provided that the
shareholders are proportionally affected by such split or
subdivision, dividend, distribution, or other similar event, the
Holder may receive a greater number of Warrant Shares or the per
share Exercise Price may be lower than originally contemplated by
this Warrant. Additionally, the Holder shall not have the right to
accrue cash dividends prior to the exercise or conversion of the
Warrant.
4.3 Combination of Shares. If the
number of Common Shares outstanding at any time after the date
hereof is decreased by a combination of the outstanding Common
Shares, the per share Exercise Price shall be appropriately
increased and the number of shares of Warrant Shares shall be
appropriately decreased in proportion to such decrease in
outstanding shares.
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4.4 Adjustments for Other
Distributions. In the event the Company shall declare a
distribution payable in securities of other Persons, evidences of
indebtedness issued by the Company or other Persons, assets
(excluding cash dividends or distributions to the holders of Common
Stock paid out of current or retained earnings and declared by the
Company’s Board of Directors) or options or rights not
referred to in Sections 4.1, 4.2, or 4.3, then, in each such case
for the purpose of this Section 4.4, upon exercise of this Warrant,
the Holder shall be entitled to a proportionate share of any such
distribution as though the Holder was the actual record holder of
the number of Warrant Shares as of the record date fixed for the
determination of the holders of Common Shares of the Company
entitled to receive such distribution.
5. No Impairment. The Company will
not, by amendment of its certificate of incorporation or bylaws or
through any consolidation, Merger, Reorganization, transfer of
assets, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all of the terms
and in the taking of all actions necessary or appropriate to
protect the rights of the Holder against impairment.
6. Chief Financial Officer’s Report
as to Adjustments. With respect to each adjustment pursuant
to Section 4 of this Warrant, the Company, at its expense, will
promptly compute the adjustment or re-adjustment in accordance with
the terms of this Warrant and cause its Chief Financial Officer to
certify the computation (other than any computation of the fair
value of property of the Company) and prepare a report setting
forth, in reasonable detail, the event requiring the adjustment or
re-adjustment and the amount of such adjustment or re-adjustment,
the method of calculation thereof and the facts upon which the
adjustment or re-adjustment is based, and the Exercise Price and
the number of Warrant Shares or other securities purchasable
hereunder after giving effect to such adjustment or re-adjustment,
which report shall be mailed by first class mail, postage prepaid
to the Holder. The Company will also keep copies of all reports at
its office maintained pursuant to Section 10.2(a) hereof and will
cause them to be available for inspection at the office during
normal business hours upon reasonable notice by the Holder or any
prospective purchaser of the Warrant designated by the Holder
thereof.
7. Reservation of Shares. The
Company shall, solely for the purpose of effecting the exercise of
this Warrant, at all times during the term of this Warrant, reserve
and keep available out of its authorized Common Shares, free from
all taxes, liens, and charges with respect to the issue thereof and
not subject to preemptive rights or other similar rights of
shareholders of the Company, such number of its Common Shares as
shall from time to time be sufficient to effect in full the
exercise of this Warrant. If at any time the number of authorized
but unissued Common Shares shall not be sufficient to effect in
full the exercise of this Warrant, in addition to such other
remedies as shall be available to Holder, the Company will promptly
take such corporate action as may, in the opinion of its counsel,
be necessary to increase the number of authorized but unissued
Common Shares to such number of shares as shall be sufficient for
such purposes, including without limitation, using its best efforts
to obtain the requisite shareholder approval necessary to increase
the number of authorized Common Shares. The Company hereby
represents and warrants that all Common Shares issuable upon
exercise of this Warrant shall be duly authorized and, when issued
and paid for upon exercise, shall be validly issued, fully paid and
nonassessable.
8. Registration and
Listing.
8.1 Definition of Registrable Securities;
Majority. As used herein, the term “Registrable Securities” means any
Common Shares issuable upon the exercise of this Warrant, until the
date (if any) on which such shares shall have been transferred or
exchanged and new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the
Company and subsequent disposition of them shall not require
registration or qualification of them under the Securities Act or
any similar state law then in force. For purposes of this Warrant,
the term “Majority,” in reference to the
holders of Registrable Securities, shall mean in excess of fifty
percent (50%) of the then outstanding Registrable Securities
(assuming the exercise of the entire Warrant) that (i) are not held
by the Company, an affiliate, officer, creditor, employee or agent
thereof or any of their respective affiliates, members of their
family, Persons acting as nominees or in conjunction therewith, and
(ii) have not be resold to the public pursuant to a registration
statement filed under the Securities Act.
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8.2 Required
Registration.
(a) At any time on or
after the date hereof and on or before the five (5) year
anniversary of the Base Date, but in no event on not more than two
(2) occasions (the Registration Expenses associated with a second
required registration effected (as described in Section 8.2(c))
pursuant to this Section 8.2(a) shall be payable by the Holder
pursuant to Section 8.5 hereto), upon the written request of the
holders of the Registrable Securities representing a Majority of
such securities, the Company will use its best efforts to effect
the registration of the respective shares of the holders of
Registrable Securities under the Securities Act to the extent
requisite to permit the disposition thereof as expeditiously as
reasonably possible, but in no event later than one hundred twenty
(120) days from the date of such request.
(b) Registration of
Registrable Securities under this Section 8.2 shall be on such
appropriate registration form: (i) as shall be selected by the
Company; and (ii) as shall permit the disposition of such
Registrable Securities in accordance with this Section 8.2. The
Company agrees to include in any such registration statement all
information which the requesting holders of Registrable Securities
shall reasonably request, which is required to be contained
therein. The Company will pay all Registration Expenses in
connection with the first, and only the first, required
registration of Registrable Securities effected (as described in
Section 8.2(c)) pursuant to this Section 8.2. The Registration
Expenses associated with the second required registration of
Registrable Securities pursuant to this Section 8.2 shall be
payable by the Holder pursuant to Section 8.5 hereto.
(c) A registration
requested pursuant to this Section 8.2 shall not be deemed to have
been effected: (i) unless a registration statement with respect
thereto has become effective; or (ii) if, after it has become
effective, such registration is interfered with by any stop order,
injunction or other order or requirement of the SEC or other
governmental agency or court of competent jurisdiction for any
reason, other than by reason of some act or omission by a holder of
Registrable Securities.
8.3 Registration Procedures.
Whenever the holders of Registrable Securities have properly
requested that any Registrable Securities be registered pursuant to
the terms of this Warrant, the Company shall use its best efforts
to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition
thereof, and pursuant thereto the Company shall as expeditiously as
possible:
(a) prepare and file
with the SEC a registration statement with respect to such
Registrable Securities and use its best efforts to cause such
registration statement to become effective.
(b) notify such holders
of the effectiveness of each registration statement filed hereunder
and prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in
connection therewith as may be necessary to (i) keep such
registration statement effective and the prospectus included
therein usable for a period commencing on the date that such
registration statement is initially declared effective by the SEC
and ending on the date when all Registrable Securities covered by
such registration statement have been sold pursuant to the
registration statement or cease to be Registrable Securities, and
(ii) comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration
statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such
registration statement.
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(c) furnish to such
holders such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and
such other documents as such seller may reasonably request to
facilitate the disposition of the Registrable Securities owned by
such holders.
(d) use its best
efforts to register or qualify such Registrable Securities under
such other securities or blue sky laws of such jurisdictions as
such holders reasonably request and do any and all other acts and
things which may be reasonably necessary or advisable to enable
such holders to consummate the disposition in such jurisdictions of
the Registrable Securities owned by such holders. provided, however, that the Company shall not be
required to: (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify
but for this subparagraph; (ii) subject itself to taxation in any
such jurisdiction; or (iii) consent to general service of process
in any such jurisdiction.
(e) notify such
holders, at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material
fact or omits any material fact necessary to make the statements
therein, in light of the circumstances in which they are made, not
materially misleading, and, at the reasonable request of such
holders, the Company shall prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain
an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of
the circumstances in which they are made, not materially
misleading.
(f) provide a transfer
agent and registrar for all such Registrable Securities not later
than the effective date of such registration
statement.
(g) make available for
inspection by any underwriter participating in any disposition
pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such underwriter, all
financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers,
directors, managers, employees and independent accountants to
supply all information reasonably requested by any such
underwriter, attorney, accountant or agent in connection with such
registration statement.
(h) otherwise use its
best efforts to comply with all applicable rules and regulations of
the SEC.
(i) in the event of the
issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing
the use of any related prospectus or suspending the qualification
of any Registrable Securities included in such registration
statement for sale in any jurisdiction, the Company shall use its
best efforts promptly to obtain the withdrawal of such
order.
(j) use its best
efforts to cause any Registrable Securities covered by such
registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to
enable the sellers thereof to consummate the disposition of such
Registrable Securities.
(k) if the offering is
underwritten, use its best efforts to furnish on the date that
Registrable Securities are delivered to the underwriters for sale
pursuant to such registration, an opinion dated such date of
counsel representing the Company for the purposes of such
registration, addressed to the underwriters covering such issues as
are customarily addressed in opinions to underwriters in public
offerings and reasonably required by such
underwriters.
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8.4 Expenses. The Company shall pay
all Registration Expenses relating to the registration and listing
obligations set forth in this Section 8, except that the Holder, to
the extent applicable, shall be responsible for the Registration
Expenses for the second required registration effected pursuant to
Section 8.2(a). For purposes of this Warrant, the term
“Registration
Expenses” means: (a) all registration, filing and
FINRA fees; (b) all reasonable fees and expenses of complying with
securities or blue sky laws; (c) all word processing, duplicating
and printing expenses; (d) the fees and disbursements of counsel
for the Company and of its independent public accountants,
including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance
and compliance; (e) premiums and other costs of policies of
insurance (if any) against liabilities arising out of the public
offering of the Registrable Securities being registered if the
Company desires such insurance, if any; and (f) fees and
disbursements of one counsel for all of the selling holders of
Registrable Securities. Registration Expenses shall not include any
underwriting discounts and commissions which may be incurred in the
sale of any Registrable Securities and transfer taxes of the
selling holders of Registrable Securities.
8.5 Information Provided by
Holders. Any holder of Registrable Securities included in
any registration shall furnish to the Company such information as
the Company may reasonably request in writing to enable the Company
to comply with the provisions hereof in connection with any
registration referred to in this Warrant. In the event that a
holder of Registrable Securities fails to provide such information
on a timely basis, and in any event within seven (7) Business Days
of the Company’s written request, then the Company shall be
entitled to exclude the Registrable Securities of such holder from
such registration and the Company shall nevertheless be deemed to
have satisfied its obligations hereunder with respect to such
registration.
9. Restrictions
on Transfer
9.1 Restrictive Legends. This
Warrant and each Warrant issued upon transfer or in substitution
for this Warrant pursuant to Section 10 hereof, each certificate
for Common Shares issued upon the exercise of the Warrant and each
certificate issued upon the transfer of any such Common Shares
shall be transferable only upon satisfaction of the conditions
specified in this Section 9. Each of the foregoing securities shall
be stamped or otherwise imprinted with a legend reflecting the
restrictions on transfer set forth herein and any restrictions
required under the Securities Act or other applicable securities
laws.
9.2 Notice of Proposed Transfer.
Prior to any transfer of any securities which are not registered
under an effective registration statement under the Securities Act
(“Restricted
Securities”), which transfer may only occur if there
is an exemption from the registration provisions of the Securities
Act and all other applicable securities laws, the Holder will give
written notice to the Company of the Holder’s intention to
effect a transfer (and shall describe the manner and circumstances
of the proposed transfer). The following provisions shall apply to
any proposed transfer of Restricted Securities:
(a) If in the opinion
of counsel for the Holder reasonably satisfactory to the Company
the proposed transfer may be effected without registration of the
Restricted Securities under the Securities Act (which opinion shall
state in detail the basis of the legal conclusions reached
therein), the Holder shall, upon delivery of an executed original
of such opinion, be entitled to transfer the Restricted Securities
in accordance with the terms of the notice delivered by the Holder
to the Company. Each certificate representing the Restricted
Securities issued upon or in connection with any transfer shall
bear the restrictive legends required by Section 9.1
hereof.
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(b) If the opinion
called for in (i) above is not delivered, the Holder shall not be
entitled to transfer the Restricted Securities until either (x)
receipt by the Company of a further notice from such Holder
pursuant to the foregoing provisions of this Section 9.2 and
fulfillment of the provisions of clause (i) above, or (y) such
Restricted Securities have been effectively registered under the
Securities Act.
9.3 Certain Other Transfer
Restrictions. Notwithstanding any other provision of this
Section 9: (i) prior to the Vesting Date this Warrant or the
Restricted Securities thereunder may only be transferred or
assigned to the persons permitted under FINRA Rule 5110(g)(1); and
(ii) no opinion of counsel shall be necessary for a transfer of
Restricted Securities by the Holder to any Person employed by or
owning equity in the Holder, if the transferee agrees in writing to
be subject to the terms hereof to the same extent as if the
transferee were the original holder hereof and such transfer is
permitted under applicable securities laws. Additionally, pursuant
to FINRA Rule 5110(g), this Warrant shall not be sold during the
Offering, or sold, transferred, assigned, pledged, or hypothecated,
or be the subject of any hedging, short sale, derivative, put, or
call transaction that would result in the effective economic
disposition of this Warrant or the Shares acquirable upon exercise
hereof, by any person for a period of 180 days immediately
following the effective date of the Offering, except as provided in
paragraph (g)(2) of Rule 5110(g) of the FINRA.
9.4 Termination of Restrictions.
The restrictions imposed by this Section 9 upon the transferability
of Restricted Securities shall cease and terminate as to any
particular Restricted Securities: (a) which shall have been
effectively registered under the Securities Act; or (b) when, in
the opinions of both counsel for the Holder and counsel for the
Company, such restrictions are no longer required to insure
compliance with the Securities Act. Whenever such restrictions
shall cease and terminate as to any Restricted Securities, the
Holder shall be entitled to receive from the Company, without
expense (other than applicable transfer taxes, if any), new
securities of like tenor not bearing the applicable legends
required by Section 9.1 hereof.
10. Ownership, Transfer and Substitution
of Warrant.
10.1 Ownership
of Warrant. The Company may treat any Person in whose name
this Warrant is registered in the Warrant Register maintained
pursuant to Section 10.2(b) hereof as the owner and Holder for all
purposes, notwithstanding any notice to the contrary, except that,
if and when any Warrant is properly assigned in blank, the Company
may (but shall not be obligated to) treat the bearer thereof as the
owner of such Warrant for all purposes, notwithstanding any notice
to the contrary. Subject to Sections 9 and 10 hereof, this Warrant,
if properly assigned, may be exercised by a new Holder without a
new Warrant first having been issued.
10.2 Office;
Exchange of Warrant.
(a) The Company will
maintain its principal office at the location identified in the
prospectus relating to the Offering or at such other offices as set
forth in the Company’s most current filing under the
Securities Exchange Act of 1934, as amended, or as the Company
otherwise notifies the Holder.
(b) The Company shall
cause to be kept at its office a Warrant Register for the
registration and transfer of the Warrant. The name and address of
the Holder of the Warrant, the transfers thereof and the name and
address of the transferee of the Warrant shall be registered in
such Warrant Register.
(c) Upon the surrender
of this Warrant, properly endorsed, for registration of transfer or
for exchange at the office of the Company maintained pursuant to
Section 10.2(a) hereof, the Company at its expense will
(subject to compliance by the Holder with Section 9 hereof, if
applicable) execute and deliver to or upon the order of the Holder
thereof a new Warrant of like tenor, in the name of such Holder or
as such Holder (upon payment by such holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face
thereof for the number of Common Shares called for on the face of
the Warrant so surrendered (after giving effect to any previous
adjustment(s) to the number of Warrant Shares).
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10.3 Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, upon delivery of indemnity reasonably
satisfactory to the Company in form and amount or, in the case of
any mutilation, upon surrender of this Warrant for cancellation at
the office of the Company maintained pursuant to Section 10.2(a)
hereof, the Company, at its expense, will execute and deliver, in
lieu thereof, a new Warrant of like tenor and dated the date
hereof.
11. No Rights or Liabilities as
Stockholder. Except as provided in Section 4.4, no Holder
shall be entitled to vote or receive dividends or be deemed the
holder of any Common Shares or any other securities of the Company
which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer
upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock,
change of par value, consolidation, Merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant
shall have been exercised and the Common Shares purchasable upon
the exercise hereof shall have become deliverable, as provided
herein. The Holder will not be entitled to share in the assets of
the Company in the event of a liquidation, dissolution or the
winding up of the Company.
12. Notices. Any notice or other
communication in connection with this Warrant shall be given in
writing and directed to the parties hereto as set forth in the
Underwriting Agreement. provided, that the exercise of the
Warrant shall also be effected in the manner provided in Section 3
hereof. Notices shall be deemed properly delivered and received
when delivered to the notice party (i) if personally delivered,
upon receipt or refusal to accept delivery, (ii) if sent via
facsimile, upon mechanical confirmation of successful transmission
thereof generated by the sending telecopy machine, (iii) if sent by
a commercial overnight courier for delivery on the next Business
Day, on the first Business Day after deposit with such courier
service, or (iv) if sent by registered or certified mail, five (5)
Business Days after deposit thereof in the U.S. mail.
13. Payment of Taxes. The Company
will pay all documentary stamp taxes attributable to the issuance
of Common Shares underlying this Warrant upon exercise of this
Warrant. provided,
however, that the Company
shall not be required to pay any tax which may be payable in
respect of any transfer involved in the transfer or registration of
this Warrant or any certificate for Common Shares underlying this
Warrant in a name other that of the Holder. The Holder is
responsible for all other tax liability that may arise as a result
of holding or transferring this Warrant or receiving Common Shares
underlying this Warrant upon exercise hereof.
14. Miscellaneous. This Warrant and
any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance
with and governed by the laws of the State of New York. The section
headings in this Warrant are for purposes of convenience only and
shall not constitute a part hereof.
[Signature Page Follows]
9
IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed as of the date first above written.
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Very truly yours,
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ENDRA Life Sciences Inc.
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By:
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Name:
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Title:
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EXHIBIT A
FORM OF
EXERCISE NOTICE
[To be
executed only upon exercise of Warrant]
To
ENDRA Life Sciences Inc.:
The
undersigned registered holder of the within Warrant hereby
irrevocably exercises the Warrant pursuant to Section 3.1 of the
Warrant with respect to ________Warrant Shares, at an exercise
price per share of $_________, and requests that the certificates
for such Warrant Shares be issued, subject to Sections 9 and 10, in
the name of, and delivered to:
The
undersigned is hereby making payment for the Warrant Shares in the
following manner: [describe desired payment method as provided for
in 3.1 of the Warrant].
The
undersigned hereby represents and warrants that it is, and has been
since its acquisition of the Warrant, the record and beneficial
owner of the Warrant.
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Dated:
________________
___________________________________________________________________________
(Signature
must conform in all respects to name of holder as specified on the
face of Warrant)
_________________________________________________________________
(Street
Address)
(City)
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(State)
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(Zip
Code)
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EXHIBIT B
FORM OF
ASSIGNMENT
[To be
executed only upon transfer of Warrant]
For
value received, the undersigned registered holder of the within
Warrant hereby sells, assigns, and transfers unto ___________
________________ [include name and addresses] the rights
represented by the Warrant to purchase _______ Common Shares of
ENDRA Life Sciences Inc. to which the Warrant relates, and appoints
Attorney to make such transfer on the books of ENDRA Life Sciences
Inc. maintained for the purpose, with full power of substitution in
the premises.
Dated:
________________
_________________________________________________________________
(Signature must
conform in all respects to name of holder as specified on the face
of Warrant)
_________________________________________________________________
(Street
Address)
(City)
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(State)
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(Zip
Code)
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Signed
in the presence of:
__________________________________________________
(Signature of
Transferee)
_________________________________________________________________
(Street
Address)
(City)
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(State)
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(Zip
Code)
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Signed
in the presence of:
__________________________________________________
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