●] Units1 ENDRA LIFE SCIENCES INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2017 • 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”) an aggregate of [●] units (the “Firm Units”), with each Firm Unit consisting of (i) one (1) authorized but unissued share (each, a “Firm Share”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) one (1) warrant 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 one (1) share of Common Stock at an exercise price of $[●] per share (each, a “Firm Warrant”). The Company also has granted to the several Underwriters an option to purchase up to [●] additional units (the “Option Units” and, together with the Firm Units, the “Units”), with each Option Unit consisting of (i) one (1) authorized but unissued share
WARRANT AGREEMENTWarrant Agreement • January 23rd, 2017 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of January [__], 2017, 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”).
