ENDRA LIFE SCIENCES INC. COMMON STOCK WARRANT
Exhibit
4.2
THIS WARRANT AND THE UNDERLYING
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES
ACT”) OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED,
SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE
COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
TO THE EXTENT THAT AN OPINION IS REQUIRED PURSUANT TO THE AGREEMENT
UNDER WHICH THE SECURITIES WERE ISSUED.
ENDRA LIFE SCIENCES
INC.
COMMON STOCK WARRANT
December 23,
2019
Void After December 23, 2024
THIS CERTIFIES
THAT, for value received and
subject to the terms and conditions set forth below, [__________],
or assigns (the “Holder”),
is entitled to subscribe for and purchase at the Exercise Price
(defined below) from ENDRA Life Sciences Inc., a Delaware
corporation (the “Company”),
[________]1 fully-paid and non-assessable shares
of Company Common Stock. This Warrant is being issued
pursuant to that certain Securities Purchase Agreement, by and
between the Company and Holder and the other Buyers party thereto
(the “Buyers”),
dated as of December 19, 2019 (the “Agreement”).
1. DEFINITIONS.
As used herein, the following terms
shall have the following respective meanings:
(a) “Closing
Price”
means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock
is then listed or quoted on the NASDAQ Capital Market or any other
national securities exchange, the closing price per share of the
Common Stock for such date (or the nearest preceding date) on the
primary eligible market or exchange on which the Common Stock is
then listed or quoted; (b) if prices for the Common Stock are then
quoted on the OTC Bulletin Board or any tier of the OTC Markets,
the closing bid price per share of the Common Stock for such date
(or the nearest preceding date) so quoted; or (c) if prices for the
Common Stock are then reported in the “Pink Sheets”
published by the National Quotation Bureau Incorporated (or a
similar organization or agency succeeding to its functions of
reporting prices), the most recent closing bid price per share of
the Common Stock so reported.
(b) “Common
Stock” shall mean Company’s Common Stock, par
value $0.0001 per share.
(c) “Daily
VWAP” means for each trading day, the per share
volume-weighted average price of the Common Stock as displayed
under the heading “Bloomberg VWAP” on Bloomberg page
“NDRA <equity> AQR” (or its equivalent successor
if such page is not available) in respect of the period from the
scheduled open of trading until the scheduled close of trading of
the primary trading session on such trading day (or if such
volume-weighted average price is unavailable, the market value of
one share of the Common Stock on such trading day determined, using
a volume-weighted average method, by a nationally recognized
independent investment banking firm retained for this purpose by
the Company). The “Daily VWAP” will be determined
without regard to after-hours trading or any other trading outside
of the regular trading session trading hours.
(d) “Exercise
Period” shall mean the period commencing the date of
issuance and ending five years after the date of issuance on
December 23, 2024, unless sooner terminated as provided
below.
(e) “Exercise
Price” shall mean
$0.99.
(f) “Sale
of the Company” shall
mean (i) a transaction or series of related transactions
with one or more non-affiliates, pursuant to which such
non-affiliate(s) acquires capital stock of the Company or the
surviving entity possessing the voting power to elect a majority of
the board of directors or a majority of the outstanding capital
stock of the Company or the surviving entity (whether by merger,
consolidation, sale or transfer of the Company’s outstanding
capital stock or otherwise); or (ii) the sale, lease or other
disposition (including exclusive license) of all or substantially
all of the Company’s assets or any other transaction
resulting in all or substantially all of the Company’s assets
being converted into securities of any other entity or cash;
provided, however, that the sale by the Company of capital stock
for the purpose of financing its business shall not be deemed to be
a Sale of the Company.
(g) “Warrant
Shares” shall mean the
shares of the Company’s Common Stock issuable upon exercise
of this Warrant, subject to adjustment pursuant to the terms
herein, including but not limited to adjustment pursuant to
Section 5
below.
________________________________________
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2. EXERCISE
OF WARRANT.
(a) Method
of Exercise. The rights
represented by this Warrant may be exercised in whole or in part at
any time during the Exercise Period, by delivery of the following
to the Company:
(i) An
executed Notice of Exercise in the form attached
hereto;
(ii) This
Warrant; and
(iii) Payment
of the then applicable Exercise Price per share multiplied by the
number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate
Exercise Price”) made in
the form of cash, or by certified check, bank draft or money order
payable in lawful money of the United States of America or in the
form of a Cashless Exercise to the extent permitted in Section 2(c)
below.
(b) Mandatory
Exercise. If, during the
Exercise Period, (x) the simple average of the Daily VWAP for ten
(10) consecutive trading days is greater than $1.98 and (y) there
is an effective registration statement registering under the
Securities Act the resale of the Warrant Shares, then following
receipt of notice thereof from the Company the Holder shall have
thirty (30) days to exercise the Warrant (the
“Mandatory
Exercise Period”). After
the 30-day Mandatory Exercise Period terminates, any unexercised
portion of the Warrant will be forfeited, and the Holder shall lose
any and all rights to such unexercised Warrant. The
dollar amount set forth in this Section 2(b)
shall be subject to adjustment in the
same manner as the Exercise Price pursuant to Section 5
below.
(c) Cashless
Exercise. If
at any time during the term of this Warrant there is no effective
registration statement registering under the Securities Act, or no
current prospectus available for, the issuance or resale of the
Warrant Shares by the registered holder, the Holder may exercise
this Warrant only by means of a “cashless” or
“net-issue” exercise (a “Cashless
Exercise”) by delivering to the
Company (i) the Notice of Exercise and (ii) the original Warrant,
pursuant to which the Holder shall surrender the right to receive
upon exercise of this Warrant, a number of Warrant Shares having a
value (as determined below) equal to the Aggregate Exercise Price,
in which case, the number of Warrant Shares to be issued to the
Holder upon such exercise shall be calculated using the following
formula:
X = Y * (A -
B)
A
with:
X
=
the
number of Warrant Shares to be issued to the Holder
Y =
the
number of Warrant Shares with respect to which the Warrant is being
exercised
A =
the
fair value per share of Common Stock on the date of exercise of
this Warrant
B =
the
then-current Exercise Price of the Warrant
Solely for the purposes of this paragraph,
“fair
value” per share of
Common Stock shall mean the average Closing Price (as defined
below) per share of Common Stock for the twenty (20) trading days
immediately preceding the date on which the Notice of Exercise is
deemed to have been sent to the Company. If the Common Stock is not
publicly traded as set forth above, the “fair value”
per share of Common Stock shall be reasonably and in good faith
determined by the Board of Directors of the Company as of the date
which the Notice of Exercise is deemed to have been sent to the
Company.
For purposes of Rule 144 promulgated under the
Securities Act, it is intended, understood and acknowledged that
the Warrant Shares issued in a cashless exercise transaction shall
be deemed to have been acquired by the Holder, and the holding
period for such shares shall be deemed to have commenced, on the
Effective Date of this Warrant. 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.
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(d) Partial
Exercise. If this Warrant is
exercised in part only, the Company shall, upon surrender of this
Warrant, execute and deliver, within 10 days of the date of
exercise, a new Warrant evidencing the rights of the Holder, or
such other person as shall be designated in the Notice of Exercise,
to purchase the balance of the Warrant Shares purchasable
hereunder. If the Holder exercises this Warrant or attempts to
exercise this Warrant before the Company shall have delivered to
the Holder a new Warrant as contemplated above, then the Holder
shall be deemed to have validly exercised this Warrant pursuant to
this Section 2
without having complied with the
requirements of Section 2(a)(ii)
or 2(b)(ii),
as applicable. In no event shall this Warrant be exercised for a
fractional Warrant Share, and the Company shall not distribute a
Warrant exercisable for a fractional Warrant Share. Fractional
Warrant Shares shall be treated as provided in Section 7
hereof.
(e) Effect
of Exercise. Upon the exercise
of the rights represented by this Warrant, shares of Common Stock
shall be issued for the Warrant Shares so purchased, and shall be
registered in the name of the Holder or persons affiliated with the
Holder, if the Holder so designates, on or before the third
(3rd) business
day after the rights represented by this Warrant shall have been so
exercised and shall be issued in certificate form and delivered to
the Holder, if so requested. The person in whose name any Warrant
Shares are to be issued upon exercise of this Warrant shall be
deemed to have become the holder of record of such shares on the
date on which this Warrant was surrendered and payment of the
Exercise Price was made, irrespective of the date of issuance of
the shares of Common Stock, except that, if the date of such
surrender and payment is a date when the stock 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 stock transfer books are
open.
(f) Holder’s
Exercise Limitations. The Company shall not effect any
exercise of this Warrant, and Holder shall not have the right to
exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the
extent that after giving effect to such issuance after exercise,
the Holder (together with the Holder’s Affiliates (as defined
below), and any other persons acting as a group together with the
Holder or any of the Holder’s Affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the Holder and its
Affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which such
determination is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (i) exercise of the
remaining, nonexercised portion of this Warrant beneficially owned
by the Holder or any of its Affiliates and (ii) exercise or
conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other
common stock equivalents) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates. Except as set
forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934 (the “Exchange
Act”) and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 2(e) applies, the
determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission
of a notice of exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable, in
each case subject to the Beneficial Ownership Limitation, 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 this Section 2(e), in determining
the number of outstanding shares of Common Stock, Holder may rely
on the number of outstanding shares of Common Stock as reflected in
(A) the Company’s most recent periodic or annual report filed
with the U.S. Securities and Exchange Commission (the
“SEC”), as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by
the Company or the Company’s 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 this Warrant, by the Holder or
its Affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The
“Beneficial Ownership Limitation” shall be 9.99% of the
number of shares of the Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The Holder, upon not less than 61
days’ prior notice to the Company, may decrease the
Beneficial Ownership Limitation provisions of this Section 2(e). Any such decrease
will not be effective until the 61st day after such notice is
delivered to the Company. The provisions of this paragraph shall be
construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 2(e) to correct this
paragraph which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes
or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.
“Affiliate” means any person that, directly or
indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a person as such
terms are used in and construed under Rule 405 under the Securities
Act.
3. COVENANTS
OF THE COMPANY.
(a) Covenants
as to Warrant Shares. If at any
time the number of authorized but unissued shares of Company Stock
shall not be sufficient to permit exercise of this Warrant, the
Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued
shares of Company Stock (or other securities as provided herein) to
such number of shares as shall be sufficient for such
purposes.
(b) No
Impairment. Except and to the
extent as waived or consented to by the Holder or otherwise in
accordance with Section 2
hereof, the Company will not, by
amendment of its Certificate of Incorporation (as such may be
amended from time to time), or through any means, avoid or seek to
avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the
provisions of this Warrant and in the taking of all such action as
may be necessary or appropriate in order to protect the exercise
rights of the Holder against impairment.
(c) Notices
of Record Date. In the event of
any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof
who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous
quarters) or other distribution, the Company shall mail to the
Holder, at least ten (10) days prior to the date specified
herein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend or
distribution.
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4. REPRESENTATIONS
OF HOLDER.
(a) Acquisition
of Warrant for Personal Account. The Holder represents and warrants that it is
acquiring the Warrant and the Warrant Shares solely for its account
for investment and not with a present view toward the public
distribution of said Warrant or Warrant Shares or any part thereof
and has no intention of selling or distributing said Warrant or
Warrant Shares or any arrangement or understanding with any other
persons regarding the sale or distribution of said Warrant, except
as would not result in a violation of the Securities Act. The
Holder will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of) the Warrant
except in accordance with the Securities Act and will not, directly
or indirectly, offer, sell, pledge, transfer or otherwise dispose
of (or solicit any offers to buy, purchase or otherwise acquire or
take a pledge of) the Warrant Shares except in accordance with the
provisions of the Securities Act.
(b) Securities
Are Not Registered.
(i) The
Holder understands that the offer and sale of the Warrant or the
Warrant Shares have not been registered under the Securities Act on
the basis that no distribution or public offering of the stock of
the Company is to be effected. The Holder realizes that the basis
for the exemption may not be present if, notwithstanding its
representations, the Holder has a present intention of acquiring
the securities for a fixed or determinable period in the future,
selling (in connection with a distribution or otherwise), granting
any participation in, or otherwise distributing the securities. The
Holder has no such present intention.
(ii) The
Holder recognizes that the Warrant and the Warrant Shares may have
to be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is
available. Except as provided in a separate registration rights
agreement between the Holder and the Company, the Holder recognizes
that the Company has no obligation to register the Warrant or the
Warrant Shares, or to comply with any exemption from such
registration.
(iii) The
Holder is aware that neither the Warrant nor the Warrant Shares may
be sold pursuant to Rule 144 adopted under the Securities Act
unless certain conditions are met, including, among other things,
the existence of a public market for the shares, the availability
of certain current public information about the Company, the resale
following the required holding period under Rule 144 and the number
of shares being sold during any three-month period not exceeding
specified limitations. Holder is aware that any such sale made in
reliance on Rule 144, if Rule 144 is available, may be made only in
accordance with the terms of Rule 144.
(c) Disposition
of Warrant and Warrant Shares.
The Holder understands and agrees that all certificates evidencing
the Warrant Shares to be issued to the Holder may bear a legend in
substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH
ACT.
5. CHANGES
IN OUTSTANDING SHARES. In the
event of changes in the outstanding Common Stock by reason of stock
dividends, split-ups, recapitalizations, reclassifications,
combinations or exchanges of shares, separations, reorganizations,
liquidations, or the like, the number and class of shares available
under the Warrant in the aggregate and the Exercise Price shall be
correspondingly adjusted to give the Holder of the Warrant, on
exercise for the same aggregate Exercise Price, the total number,
class, and kind of shares as the Holder would have owned had the
Warrant been exercised prior to the event and had the Holder
continued to hold such shares until after the event requiring
adjustment. The form of this Warrant need not be changed because of
any adjustment in the number, class, and kind of shares subject to
this Warrant. The Company shall promptly provide a certificate from
an authorized officer notifying the Holder in writing of any
adjustment in the Exercise Price and/or the total number, class,
and kind of shares issuable upon exercise of this Warrant, which
certificate shall specify the Exercise Price and number, class and
kind of shares under this Warrant after giving effect to such
adjustment.
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6. SALE
OF THE COMPANY. In the event of
a Sale of the Company, then the Company shall ensure that lawful
and adequate provision shall be made whereby the Holder shall
thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions herein specified and in lieu of
the Warrant Shares immediately theretofore issuable upon exercise
of this Warrant, such shares of stock, securities or assets
(including cash) as would have been issuable or payable with
respect to or in exchange for a number of Warrant Shares equal to
the number of Warrant Shares immediately theretofore issuable upon
exercise of this Warrant, had such Sale of the Company not taken
place, and in any such case appropriate provision shall be made
with respect to the rights and interests of the Holder to the end
that the provisions hereof (including, without limitation,
provision for adjustment of the Exercise Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation
to any share of stock, securities or assets (including cash)
thereafter deliverable upon the exercise thereof. The Company shall
not affect any Sale of the Company unless prior to or
simultaneously with the consummation thereof the successor entity
(if other than the Company) resulting from such Sale of the
Company, or the entity purchasing or otherwise acquiring such
assets or other appropriate corporation or entity shall assume the
obligation to deliver to the Holder, at the last address of the
Holder appearing on the books of the Company, such shares of stock,
securities or assets (including cash) as, in accordance with the
foregoing provisions, the Holder may be entitled to purchase, and
the other obligations under this Warrant. The provisions of
this Section 6
shall similarly apply to successive
Sales of the Company.
7. FRACTIONAL
SHARES, ADJUSTMENT OF EXERCISE PRICE. No fractional shares shall be issued upon the
exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable
upon exercise of this Warrant may be aggregated for purposes of
determining whether the exercise would result in the issuance of
any fractional share. If, after aggregation, the exercise would
result in the issuance of a fractional share, the Company shall, in
lieu of issuance of any fractional share, round up or down, as
applicable, to the nearest whole number the number of Warrant
Shares to be issued the Holder upon exercise of this Warrant. No
adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least
$0.0001; provided, however, that any adjustments which by reason of
this Section 7
are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 7
shall be made to the $0.0001 or to the
nearest 1/100th of a share, as the case may be.
8. NO
STOCKHOLDER RIGHTS. This
Warrant in and of itself shall not entitle the Holder to any voting
rights or, except as otherwise set forth herein, other rights as a
stockholder of the Company.
9. RESERVATION
OF SHARES. The Company shall at all times reserve and keep
available out of its authorized but unissued shares Common Stock,
solely for the purpose of effecting the conversion of the Note, no
less than 100% of the maximum number of shares issuable on
conversion of the Warrant.
10. TRANSFER
OF WARRANT. Subject to
applicable laws and compliance with Section 4(c)
hereof, this Warrant and all rights
hereunder are transferable, by the Holder in person or by duly
authorized attorney, upon delivery of this Warrant and the form of
assignment attached hereto to any transferee designated by
Holder.
11. LOST,
STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or
destroyed, the Company may, on such terms as to indemnity or
otherwise as it may reasonably impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination and tenor as the Warrant so lost,
stolen, mutilated or destroyed. Any such new Warrant shall
constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by
anyone.
12. MODIFICATIONS
AND WAIVER. Provisions of this Warrant may be
amended, modified, or a provision or requirement hereof waived only
(a) with the written consent of the Company and the Holder or, (b)
if this Warrant and each other Warrant issued pursuant to the
Agreement then outstanding (collectively with this Warrant, the
“Warrants”) is
similarly amended, modified or waived, with the written consent of
the Company and the holders of a majority of the total number of
such outstanding Warrants (determined by reference to the number of
Warrant Shares acquirable upon the exercise thereof). If this
Warrant (along with the Other Warrants then outstanding) is amended
pursuant to clause (b) of this Section 12, such amendment shall be
binding on the Holder and each holder of each other Warrant whether
or not the Holder or such holder of such other Warrant consents
thereto.
13. NOTICES,
ETC. All notices required or
permitted hereunder shall be in writing and shall be deemed
effectively given as specified in the
Agreement.
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14. ACCEPTANCE.
Receipt of this Warrant by the Holder
shall constitute acceptance of and agreement to all of the terms
and conditions contained herein.
15. GOVERNING
LAW. This Warrant shall be
construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws
of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State
of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in
The City of New York, Borough of Manhattan, for the adjudication of
any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. In the event that any
provision of this Warrant is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of
any other provision of this Warrant. Nothing contained herein shall
be deemed or operate to preclude the Holder from bringing suit or
taking other legal action against the Company in any other
jurisdiction to collect on the Company’s obligations to the
Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court ruling in
favor of the Holder. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION
CONTEMPLATED HEREBY.
16. DESCRIPTIVE
HEADINGS. The descriptive
headings of the several paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The
language in this Warrant shall be construed as to its fair meaning
without regard to which party drafted this
Warrant.
17. SEVERABILITY.
The invalidity or unenforceability of
any provision of this Warrant in any jurisdiction shall not affect
the validity or enforceability of such provision in any other
jurisdiction, or affect any other provision of this Warrant, which
shall remain in full force and effect.
18. ENTIRE
AGREEMENT. This Warrant, the
Registration Rights Agreement and the Securities Purchase Agreement
between the Holder and the Company dated December 5, 2019
constitute the entire agreement between the parties pertaining to
the subject matter contained in it and supersede all prior and
contemporaneous agreements, representations, and undertakings of
the parties, whether oral or written, with respect to such subject
matter.
[Signature Page Follows]
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IN WITNESS
WHEREOF, the Company has caused
this Warrant to be executed by its duly authorized officer as of
December 23, 2019.
ENDRA LIFE SCIENCES INC.
By:
Name:
▇▇▇▇▇ ▇▇▇▇▇
Title:
Chief Financial Officer
Address for
Notice:
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
Chief Executive Officer
7
NOTICE OF EXERCISE
TO:
ENDRA LIFE SCIENCES
INC.
(1) The undersigned hereby
irrevocably elects to exercise this Warrant and to purchase
thereunder, ___________________ full shares of ENDRA Life
Sciences Inc. Common Stock issuable
upon exercise of the Warrant and delivery of:
●
$_________
(in cash as provided for in the foregoing Warrant) and any
applicable taxes payable by the undersigned pursuant to such
Warrant; and
●
__________ shares of Common Stock (pursuant to a
Cashless Exercise in accordance with Section 2(b)
of the Warrant) (check here if the
undersigned desires to deliver an unspecified number of shares
equal the number sufficient to effect a Cashless Exercise
[___]).
(2) Please issue a
certificate or certificates representing said shares of Common
Stock in the name of the undersigned or in such other name as is
specified below:
(Name)
(Address)
(3) If the shares issuable upon
this exercise of the Warrant are not all of the Warrant Shares
which the Holder is entitled to acquire upon the exercise of the
Warrant, the undersigned requests that a new Warrant evidencing the
rights not so exercised be issued in the name of and delivered
to:
(Name)
(Address and social security or federal employer identification
number (if applicable))
(4) The undersigned represents
that (i) the aforesaid shares of Company Stock are being
acquired for the account of the undersigned for investment and not
with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has no present intention of
distributing or reselling such shares in violation of the
Securities Act of 1933, as amended (the “Securities
Act”); (ii) the
undersigned is aware of the Company’s business affairs and
financial condition and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision
regarding its investment in the Company; (iii) the undersigned
is experienced in making investments of this type and has such
knowledge and background in financial and business matters that the
undersigned is capable of evaluating the merits and risks of this
investment and protecting the undersigned’s own interests;
(iv) the undersigned understands that the shares of Company
Stock issuable upon exercise of this Warrant have not been
registered under the Securities Act, by reason of a specific
exemption from the registration provisions of the Securities Act,
which exemption depends upon, among other things, the bona fide
nature of the investment intent as expressed herein, and, because
such securities have not been registered under the Securities Act,
they must be held indefinitely unless subsequently registered under
the Securities Act or an exemption from such registration is
available; (v) the undersigned is aware that the aforesaid
shares of Company Stock may not be sold pursuant to Rule 144
adopted under the Securities Act unless certain conditions are met
and until the undersigned has held the shares for the time period
prescribed by Rule 144, that among the conditions for use of Rule
144 is the availability of current information to the public about
the Company; and (vi) the undersigned agrees not to make any
disposition of all or any part of the aforesaid shares of Company
Stock unless and until there is then in effect a registration
statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with said
registration statement, or the undersigned has furnished the
Company with an opinion of counsel, reasonably satisfactory to the
Company, to the effect that such disposition is not required to be
registered pursuant to the Securities Act or any applicable state
securities laws; provided, that no opinion shall be required for any
disposition made or to be made in accordance with the provisions of
Rule 144.
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Date:
_______________________
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Signature:
_______________________
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Print
Name: _______________________
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8
ASSIGNMENT FORM
(To assign the foregoing Warrant, subject to compliance with
Section
4(c) hereof, execute this form
and supply required information. Do not use this form to purchase
shares.)
FOR VALUE RECEIVED, the
foregoing Warrant and all rights evidenced thereby are hereby
assigned to:
(Name)
(Address)
Dated: ________________, 20___
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Holder’s Name:
|
_______________________
|
|
|
|
|
Holder’s Signature:
|
_______________________
|
|
|
|
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Holder’s Address:
|
_______________________
|
|
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_______________________
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_______________________
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NOTE: The signature to this
Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any
change whatever. Officers of corporations and those acting in a
fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing
Warrant.
9