●] Shares of Common Stock1 and Warrants to Purchase [●] Shares of Common Stock ENDRA LIFE SCIENCES INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • New York
ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) (i) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, and (ii) warrants of the Company, to be issued pursuant to a warrant agreement to be entered into by and between the Company and Corporate Stock Transfer, Inc., as warrant agent, in the form set forth in Exhibit A hereto (the “Warrant Agreement”), to purchase [●] shares of Common Stock (“Firm Warrant Shares”) at an exercise price of [●] per share (the “Firm Warrants”). Each Firm Share is being sold together with a Firm Warrant to purchase one-half of one share of Common Stock. The Company also has granted to the several Underwriters an option to purchase up to [●] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option S
WARRANT AGREEMENTWarrant Agreement • December 6th, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of December [__], 2016, is entered into by and between ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), and Corporate Stock Transfer, Inc., a Colorado corporation (the “Warrant Agent”).
