Form 8-K

8-K — ENDRA Life Sciences Inc.

Accession: 0001213900-26-061701

Filed: 2026-05-28

Period: 2026-05-27

CIK: 0001681682

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0292216-8k_endra.htm (Primary)

EX-4.1 — FORM OF COMMON WARRANT (ea029221601ex4-1.htm)

EX-4.2 — FORM OF PREFUNDED WARRANT (ea029221601ex4-2.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED AS OF MAY 27, 2026, BETWEEN ENDRA LIFE SCIENCES INC, AND THE PURCHASER PARTY THERETO (ea029221601ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0292216-8k_endra.htm · Sequence: 1

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0001681682

2026-05-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 27, 2026

ENDRA Life Sciences Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37969

26-0579295

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3600 Green Court, Suite 350 Ann Arbor, MI

48105

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(734) 335-0468

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

NDRA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

Securities Purchase Agreement

On May 27, 2026, ENDRA Life Sciences Inc., a Delaware

corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”)

with an accredited investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue to the Purchaser in a

private placement offering (the “Offering”) an aggregate of 578,387 shares (the “Shares”) of common stock of the

Company, par value $0.0001 per share (the “Common Stock”), and/or prefunded warrants in lieu thereof (the “Prefunded

Warrants”), and warrants (the “Common Warrants”) to purchase an aggregate of up to 1,156,774 shares of Common Stock

at a per share exercise price of $6.57. Each share of Common Stock (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants

were sold at a combined purchase price of $6.57. The Company has also granted certain registration rights to the Purchaser with respect

to the Shares and the shares issuable upon the exercise of the Prefunded Warrants and Common Warrants pursuant to the Securities Purchase

Agreement.

The Offering is expected to close on May 28, 2026

(the “Closing Date”). The gross proceeds of the Offering are expected to be approximately $3.8 million (the “Purchase

Price”). Lucid Capital Markets, LLC (the “Placement Agent”) acted as sole placement agent for the Offering. The Company

intends to use the net proceeds from the Offering for working capital and general corporate purposes, subject to the restrictions in the

Side Letter Agreement described below.

Each of the Prefunded Warrants is exercisable

for one share of Common Stock at the exercise price of $0.0001 per share of Common Stock underlying the Prefunded Warrant (a “Prefunded

Warrant Share”). Each of the Common Warrants is exercisable for one share of Common Stock at the exercise price of $6.57 per share

(the “Common Warrant Shares”). Until such time as the Company has delivered to the Purchaser a Company Decision Notification

(as defined below) (the “Exercisability Restriction Removal Date”), a portion of the Prefunded Warrants in respect of 324,372

Prefunded Warrant Shares and all of the Common Warrants will only become exercisable upon the Company obtaining stockholder approval of

the issuance of such Prefunded Warrant Shares and Common Warrant Shares (such approval, the “Stockholder Approval”). The Common

Warrants are exercisable at any time following the Exercisability Restriction Removal Date until five (5) years after such date. The Common

Warrants may also be exercised on a cashless basis at any time after the Exercisability Restriction Removal Date beginning six (6) months

after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus

contained therein is not available for, the resale of the Common Warrant Shares by the holder thereof. Additionally, each holder’s

ability to exercise its Prefunded Warrants and Common Warrants in exchange for shares of Common Stock is subject to certain beneficial

ownership limitations set forth therein.

The foregoing descriptions of the Securities Purchase

Agreement, Prefunded Warrants and Common Warrants above do not purport to be complete and are qualified in their entirety by the full

text of such documents, forms of which are filed herewith as Exhibits 10.1, 4.1 and 4.2, respectively.

The Shares, the Prefunded Warrants and the Common

Warrants were, and the Prefunded Warrant Shares and Common Warrant Shares will be, offered and sold in reliance upon the exemption from

the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(c) of Regulation D promulgated

thereunder, and applicable state securities laws.

Side Letter Agreement

Concurrently with the entry into the Securities

Purchase Agreement, the Company and the Purchaser entered into a side letter agreement (the “Side Letter Agreement”). Pursuant

to the Side Letter Agreement, upon the notification by the Company to the Purchaser (the “Company Decision Notification”)

of any decision of the Company not to continue pursuing a definitive agreement with respect to a strategic alternative with one or more

specific counterparties identified to the Purchaser (the “Potential Strategic Alternative”), the Company will pay to the Purchaser

an amount equal to the Purchase Price less the fair market value of the Shares and/or Prefunded Warrants purchased by the Purchaser in

the Offering based, subject to certain exceptions, on a 10-day volume weighted average price of the shares determined at the time of such

repayment (the “Payment Obligation”). Pursuant to the Side Letter, until the earlier of the closing of the Potential Strategic

Alternative or the payment of the Payment Obligation, the Company will maintain a cash balance equal to or greater than the Purchase Price

in a segregated bank account, with spending of such cash balance subject to a deposit control agreement that is mutually acceptable to

the Company and the Purchaser.

The Company also agreed pursuant to the Side Letter

Agreement to (i) provide the Purchaser with the right to designate one individual as an observer to the Company’s Board of Directors,

with customary board observer rights, subject to certain exceptions, and (ii) maintain a cash balance equal to or greater than the Purchase

Price in a segregated bank account, with the Company’s spending of the cash balance in such bank account to be subject to a Deposit

Account Control Agreement that is mutually acceptable to the Purchaser and the Company, in each case, until the earlier of the closing

of the Potential Strategic Alternative or the payment of the Payment Obligation.

The foregoing description of the Side Letter Agreement

above does not purport to be complete and is qualified in its entirety by the full text of the Side Letter Agreement, which will be filed

with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

Item 3.02 Unregistered Sales of Equity Securities.

On the Closing Date, the Company will issue to

the Placement Agent prefunded warrants (the “Placement Agent Prefunded Warrants”) to purchase up to an aggregate of 100,000

shares of Common Stock as compensation. Until the Exercisability Restriction Removal Date, the Placement Agent Prefunded Warrants will

only become exercisable upon the Company obtaining the Stockholder Approval.

The Placement Agent Prefunded Warrants were offered

and sold in reliance upon the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof

and/or Rule 506 of Regulation D promulgated thereunder, and applicable state securities laws.

The information contained above in Item 1.01 relating

to the issuance of the Shares, the Common Warrants, the Prefunded Warrants, the Common Warrant Shares and the Prefunded Warrant Shares

is hereby incorporated by reference into this Item 3.02.

The issuances of the Shares, the Common Warrants,

the Prefunded Warrants and the Placement Agent Prefunded Warrants were not, and the issuances of the Common Warrant Shares, the Prefunded

Warrant Shares, and shares of Common Stock issuable upon the exercise of the Placement Agent Prefunded Warrants will not be, registered

under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from

registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any exhibit

attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 8.01 Other Events.

As previously disclosed in a Current Report on

Form 8-K filed with the SEC on May 30, 2025, on May 27, 2025, the Company received a notification letter from the Nasdaq Listing Qualifications

Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its amount of stockholders’

equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum

Stockholders’ Equity Requirement”).

Subsequently, on November 18, 2025, based on the

Staff’s review of the Company’s Form 8-K, dated November 14, 2025, the Staff determined that the Company regained compliance

with Minimum Stockholders’ Equity Requirement, subject to Nasdaq’s continued monitoring of the Company’s ongoing compliance

with the Minimum Stockholders’ Equity Requirement.

On April 20, 2026, the Staff issued a letter to

the Company indicating that, because the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K

for the year ended December 31, 2025 was $2,260,120, the Company was no longer in compliance with Minimum Stockholders’ Equity Requirement.

The Staff’s letter indicated that the Company’s non-compliance would result in the delisting of the Company’s securities

from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company timely

requested a hearing before the Panel, which request stayed any further action by Nasdaq pending the issuance of a decision by the Panel

and the expiration of any extension the Panel may grant to the Company following the hearing.

As a result of the Offering, as of the date of

this Current Report on Form 8-K, the Company believes it has stockholders’ equity in excess of $2.5 million. The Company is awaiting

formal determination from Nasdaq that is has evidenced compliance with the Minimum Stockholders’ Equity Requirement and intends

to provide an update upon receipt of such determination.

Forward-Looking Statements

All statements in this Current Report on Form

8-K that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions

and describe our future plans, strategies and expectations, can generally be identified by the use of terms such as “approximate,”

“anticipate,” “attempt,” “believe,” “could,” “estimate,” “expect,”

“forecast,” “future,” “goal,” “hope,” “intend,” “may,” “plan,”

“possible,” “potential,” “project,” “seek,” “should,” “will,”

“would,” or other comparable terms (including the negative of any of the foregoing), although some forward-looking statements

are expressed differently. Each forward-looking statement contained in this Current Report on Form 8-K is subject to risks and uncertainties

that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties

include, among others: our limited commercial experience, limited cash and history of losses; our ability to obtain adequate financing

to fund our business operations in the future; our ability to maintain compliance with Minimum Stockholders’ Equity Requirement

and the risk that the Panel disagrees with our belief that we have regained compliance with such rule; the likelihood of our entry into

any definitive agreement in respect of a strategic alternative and related requirement to pay the Payment Obligation; and the other risks

and uncertainties described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations

sections of the Company’s most recent Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q filed with the

Commission. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in

this Current Report on Form 8-K speak only as of the date of filing, and the Company assumes no obligation to update any such forward-looking

statements to reflect actual results or changes in expectations, except as otherwise required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

4.1

Form of Common Warrant

4.2

Form of Prefunded Warrant

10.1

Form of Securities Purchase Agreement, dated as of May 27, 2026, between ENDRA Life Sciences Inc, and the purchaser party thereto

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENDRA Life Sciences Inc.

May 28, 2026

By:

/s/ Alexander Tokman

Name:

Alexander Tokman

Title:

Chief Executive Officer and Chairman

EX-4.1 — FORM OF COMMON WARRANT

EX-4.1

Filename: ea029221601ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

ENDRA

LIFE SCIENCES INC.

Warrant Shares: 1,156,774

Issuance Date: May 27, 2026

THIS COMMON STOCK PURCHASE WARRANT

(the “Warrant”) certifies that, for value received, LHE LNG Holdings LLC or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including as set forth

in Section 2(f), at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m.

(New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter,

to subscribe for and purchase from ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), up to 1,156,774

shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share

of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“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.

“Bid 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 a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York

City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in

good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Purchase

Agreement” means the Securities Purchase Agreement, dated as of May 27, 2026, by and between the Company and the purchaser signatory

thereto, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stockholder Approval”

means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from

the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

“Stockholder Approval Date”

means the date on which Stockholder Approval is received and deemed effective under Delaware law.

“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed

or acquired after the date hereof.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, the OTCQB or OTCQX (or any successors to any of the foregoing).

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place.

Woodmere, NY 11598 and an email address of action@vstock.com, and any successor transfer agent of the Company.

“VWAP”

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 a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock

is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Purchase Agreement.

Section 2. Exercise.

a) Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on

or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified

in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise

procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall

surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise

is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares

available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal

to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business

Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of

the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available

for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $6.57, subject to adjustment hereunder (the “Exercise

Price”).

c) Cashless

Exercise. If, at any time after the six (6) month anniversary of the Issuance Date, at the time of exercise hereof there is no effective

registration statement registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder,

then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the

Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice

of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading

Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading

hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the

Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the

time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close

of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable

Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered

pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) = the number of Warrant Shares that would be issuable upon

exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a

cashless exercise.

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 holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The

Company agrees not to take any position contrary to this Section 2(c).

Mechanics of Exercise.

i. Delivery

of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer

Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company

through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system

and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant

to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or a book entry statement,

registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which

the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is

the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery

of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the

delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of

the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment

of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading

Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the

Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject

to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing

to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery

Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is

a participant in the FAST program so long as this Warrant remains outstanding and exercisable for the Company’s Common Stock. As

used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,

on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise prior to such transmission of the Warrant

Shares.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its

broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common

Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise

(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with

an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the

Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit

a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof.

v. No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental

expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant

Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent

fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares. For the avoidance of doubt,

nothing in this Section 2(d)(vi) shall require the Company to deliver the Warrant Shares on a date earlier than the Warrant Share Delivery

Date.

vii. Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

e) Holder’s

Beneficial Ownership Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a 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 as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and

any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

Parties”)), 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 and Attribution Parties

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 or Attribution Parties 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 or Attribution Parties. 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 Exchange Act and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance

with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.

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 Attribution Parties) 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 Attribution Parties) 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, a 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 Commission, 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 Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock

then 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 or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall

be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice

to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% 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 this Warrant held by the Holder and the provisions of this Section 2(e) shall

continue to apply. Any increase in the Beneficial Ownership Limitation 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 (or any portion hereof) 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.

f) Stockholder

Approval Exercise Limitation. Until such time as the Company has delivered to LHE LNG Holdings, LLC a Company Decision Notification

(as defined in that certain side letter agreement, dated May [27], 2026, by and between the Company and LHE LNG Holdings, LLC), prior

to the Stockholder Approval Date, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to

exercise any portion of this Warrant, pursuant to Section 2 or otherwise.

Section 3. Certain

Adjustments.

a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of

Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of warrants),

(ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split)

outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any

shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator

shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which

the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable

upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.

Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders

entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification.

b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells

any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any

class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution

of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,

that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership

of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance

for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

d) Fundamental

Transaction. If, at any time while this Warrant is 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 or any Subsidiary, 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, provided, however that the sale by the Company of any Subsidiary, other than a Material Subsidiary,

does not constitute a Fundamental Transaction, (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 greater than 50% of the outstanding Common Stock

or greater than 50% of the voting power of the common equity of the Company, (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, or (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, merger or scheme of arrangement) with another Person, including

such Person’s Attribution Parties, whereby such other Person (including such Person’s Attribution Parties) acquires greater

than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power of the common equity of the Company (each a

“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to

receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental

Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), 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 this Warrant is exercisable immediately prior to such Fundamental Transaction (without

regard to any limitation in Section 2(e) on the exercise of this Warrant). “Material Subsidiary” shall mean any subsidiary

of the Company that is material to the business and operations of the Company (or has material assets to the Company on a consolidated

basis) as described in the Company’s public filings with the Commission and that was formed after October 15, 2025. 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 the Holder shall be given the same choice as to the Alternate Consideration it receives

upon any exercise of this Warrant following such Fundamental Transaction. 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 of the obligations

of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance

reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and

shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by

a written instrument substantially similar in form and substance to this 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 this Warrant (without regard to any limitations on the exercise of this Warrant) 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 this Warrant immediately

prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.

Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this

Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant

and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor

Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company,

may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the

obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company

and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt,

the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient

authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the

Initial Exercise Date.

e) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice

to Holder.

i. Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number

of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common

Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall

authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock

of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of

all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company, at least three (3) Trading Days prior to the applicable record or effective date hereinafter

specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to

such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,

merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders

of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable

upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice

or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the

Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

g) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of

this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors

of the Company.

Section 4. Transfer

of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of

Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights)

are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent,

together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent

or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,

such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,

and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing

the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,

the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,

in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers

an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised

by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

d) Transfer

Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this

Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable

state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information

requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of

this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

e) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to

Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized

Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the

extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

of incorporation or through any reorganization, transfer of assets, consolidation, merger, 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 such terms and in the taking of all such actions as may be necessary or appropriate

to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the

Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior

to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and

legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts

to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary

to enable the Company to perform its obligations under this Warrant.

Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and

construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of

law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.

Each party 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 improper or is an inconvenient venue for such proceeding.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in

such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and

expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed

to the Company, at 3600 Green Court, Suite 350, Ann Arbor, MI 48105, or such other email address or address as the Company may specify

for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder

shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each

Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries

hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered

via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading

Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section

on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom

such notice is required to be given.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holders of outstanding Warrants representing the majority of Warrant Shares underlying such Warrants, on the other hand. If any modification

or amendment pursuant to this Section 5(l) adversely affects the rights or interests of the Holder of this Warrant in a manner disproportionate

to the rights or interests of other holders of Warrants, such modification or amendment shall require such Holder’s written consent

prior to the effectiveness thereof.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

ENDRA LIFE SCIENCES INC.

By:

Name:

Alexander Tokman

Title:

Chief Executive Officer

NOTICE OF EXERCISE

To:

(1) The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment

shall take the form of (check applicable box):

☐ in lawful money

of the United States; or

☐ if permitted the

cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

subsection 2(c).

(3) Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited

Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act

of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing

Warrant, 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:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:____________________

Holder’s Address:____________________

EX-4.2 — FORM OF PREFUNDED WARRANT

EX-4.2

Filename: ea029221601ex4-2.htm · Sequence: 3

Exhibit 4.2

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT

TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

ENDRA

LIFE SCIENCES INC.

Warrant Shares: 511,541

Initial Exercise Date: May 27, 2026

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”)

certifies that, for value received, LHE LNG Holdings LLC or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including as set forth

in Section 2(f), at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised

in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ENDRA Life Sciences Inc., a

Delaware corporation (the “Company”), up to 578,387 shares (as subject to adjustment hereunder, the “Warrant

Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b).