Blueprint






Exhibit 4.7






ENDRA,
INC.


SENIOR
PROMISSORY NOTE


 


	

$____________


(“Principal
Amount”)

	

Dated:
___________


(“Issuance
Date”)







 


 


FOR
VALUE RECEIVED, Endra, Inc., a Delaware corporation (the
“Company”),
hereby promises to pay to the order of the ____________________
(“Holder”), or
his registered assigns, the aggregate principal amount of
___________________ (US $____________) together with interest
thereon calculated from the Issuance Date (“Interest Commencement Date”) in
accordance with the provisions of this Senior Promissory Note (as
amended, modified and supplemented from time to time, this
“Note”).


Unless
otherwise stated herein, certain capitalized terms set forth in
this Note are defined in Section 8 hereof.


1. Payment
of Interest. Interest shall
accrue on the unpaid principal amount of this Note at a rate equal
to ten percent (10%) per annum (the “Interest Rate”) beginning on the
Interest Commencement Date. Following any Event of Default,
interest on this Note shall accrue, to the extent permitted by law,
at a rate equal to the lesser of eighteen percent (18%) per annum
or the maximum rate permitted by applicable law retroactive to the
Issuance Date. Interest shall be computed on the basis of the
actual number of days elapsed and a 360-day year.


2. Maturity
Date. The entire
principal amount of this Note and all accrued but unpaid interest
thereon shall be due and payable in full in cash or other
immediately available funds on earlier of: (i) October 8, 2013; or
(ii) the acceleration of the maturity of this Note by the Holder
upon the occurrence and during the continuance of an Event of
Default, as defined in Section 7 below (such earlier date, the
“Maturity
Date”). Any overdue principal and overdue interest
together with any interest thereon, shall be due and payable upon
demand.


3. Prepayment.
The Company may prepay this Note in full or in part, provided that
the Company shall give the Holders at least five (5) Business
Days’ prior written notice of such repayment to the Holders;
and provided, further, that any and all such
prepayments shall be at a price equal to the sum of: (A) the
portion of the outstanding principal amount of the Note being
prepaid; and (B) all accrued and unpaid interest on such principal
amount as of the date of such prepayment.


4. Seniority;
Additional Issuances of Debt and Equity. Except for those
amounts due under the terms of like notes issued on the date hereof
in the total principal amount of $115,000, which notes shall rank
pari passu with the Notes
(the “Existing
Indebtedness”), no indebtedness of the Company shall
rank senior to, or pari
passu with, this Note in right of payment, whether with
respect to interest, damages or upon liquidation or dissolution or
otherwise. Other than the Existing Indebtedness, indebtedness
permitted pursuant to Section 4(b), and any renewal, refinancing or
replacement thereof that does not exceed the aggregate amount of
the Existing Indebtedness and the borrowing availability under the
related credit or loan agreements on the date hereof, the Company
will not, and will not permit any Subsidiary to, directly or
indirectly, enter into, create, incur, assume or suffer to exist
any indebtedness of any kind, that is senior or pari passu in any respect to the
Company’s obligations under this Note, other than
indebtedness secured by purchase money security interests (which
will be senior only as to the underlying assets covered thereby),
indebtedness under capital lease obligations (which will be senior
only as to the assets covered thereby) and indebtedness of the
types described in Section 4(b) (collectively, “Permitted Indebtedness”); and the
Company will not, and will not permit any Subsidiary to, directly
or indirectly, incur any Lien on or with respect to any of its
property or assets now owned or hereafter acquired or any interest
therein or any income or profits therefrom, except to secure any
Permitted Indebtedness of the Company or its
Subsidiaries.

 




 




 

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(a) Notwithstanding
anything to the contrary herein, the Company and its Subsidiaries
shall be permitted to, without the consent of the Holders (i) incur
additional indebtedness, provided that such additional
indebtedness is either subordinate to the Existing Indebtedness and
the Note, and/or (ii) enter into a commercial bank loan up to a
maximum of $100,000, and/or an accounts receivable line (up to a
maximum of $100,000), on commercially reasonable
terms.


5. Method
of Payments; Transfer and Replacement.


(a) Payment. So long as the Holder
or any of its nominees shall be the holder of this Note, and
notwithstanding anything contained elsewhere in this Note to the
contrary, the Company will pay all sums for principal, interest, or
otherwise becoming due on this Note held by such Holder or such
nominee not later than 5:00 p.m. Pacific time, on the date such
payment is due, in immediately available funds, in accordance with
the payment instructions that the Holder may designate in writing,
without the presentation or surrender of such Note or the making of
any notation thereon. Any payment made after 5:00 p.m. Pacific
time, on a Business Day will be deemed made on the next following
Business Day. If the due date of any payment in respect of this
Note would otherwise fall on a day that is not a Business Day, such
due date shall be extended to the next succeeding Business Day, and
interest shall be payable on any principal so extended for the
period of such extension. All amounts payable under this Note shall
be paid free and clear of, and without reduction by reason of, any
deduction, set-off or counterclaim. The Company will afford the
benefits of this Section to the Holder and to each other Person to
which this Note is validly transferred in accordance with Section
5(b).


(b) Transfer and Exchange. Upon
surrender of this Note for registration of transfer or for exchange
to the Company at its principal office, the Company at its sole
expense will execute and deliver in exchange therefor a new Note as
requested by the Holder or transferee, which aggregate principal
amount is equal the unpaid principal amount of such Note,
registered as such Holder or transferee may request, dated so that
there will be no loss of interest on the Note and otherwise of like
tenor; provided that any portion of this Note may not be
transferred by a Holder to any Person without the prior written
consent of the Company (which consent shall not be unreasonably
withheld or delayed). The issuance of a new Note shall be made
without charge to the Holder(s) of the surrendered Note for any
issuance tax in respect thereof or other cost incurred by the
Company in connection with such issuance, provided that each Holder of this Note
shall pay any transfer taxes associated therewith. The Company
shall be entitled to regard the registered holder of this Note as
the holder of the Note so registered for all purposes until the
Company or its agent, as applicable, is required to record a
transfer of this Note on its register.


 




 




 

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(c) Replacement. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note and, in the case of any such
loss, theft or destruction of this Note, upon receipt of an
indemnity reasonably satisfactory to the Company or, in the case of
any such mutilation, upon the surrender and cancellation of such
Note, the Company, at its expense, will execute and deliver, in
lieu thereof, a new Note of like tenor and dated the date of such
lost, stolen, destroyed or mutilated Note.


6. Representations
and Warranties of the Company. Except as set
forth in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or
warranty otherwise made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules,
the Company hereby makes the following representations and
warranties to the Holder:


(a) Subsidiaries. All of the
direct and indirect subsidiaries of the Company, if any, are set
forth on Schedule
6(a) (the “Subsidiaries”). The Company
owns, directly or indirectly, all of the capital stock or other
equity interests of each Subsidiary free and clear of any Liens,
and all of the issued and outstanding shares of capital stock of
each Subsidiary are validly issued and are fully paid,
non-assessable.


(b) Organization and
Qualification. The Company and each of the Subsidiaries is
an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of
its incorporation or organization, with the requisite power and
authority to own and use its properties and assets and to carry on
its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of
its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and
the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each
jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the
case may be, could not have or reasonably be expected to result in:
(i) a material adverse effect on the legality, validity or
enforceability of this Note, (ii) a material adverse effect on the
results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken
as a whole, or (iii) a material adverse effect on the
Company’s ability to perform in any material respect on a
timely basis its obligations under this Note (any of (i), (ii) or
(iii), a “Material Adverse
Effect”), and no Proceeding has been instituted in any
such jurisdiction revoking, limiting or curtailing or seeking to
revoke, limit or curtail such power and authority or
qualification.


(c) Authorization; Enforcement.
The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by this
Note, and otherwise to carry out its obligations hereunder. The
execution and delivery of this Note by the Company and the
consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of the
Company and no further action is required by the Company, the Board
of Directors or the Company’s stockholders in connection
herewith other than in connection with the Required Approvals. This
Note has been duly executed by the Company and, when delivered in
accordance with the terms hereof, will constitute the valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be
limited by applicable law.


 




 




 

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(d) No Conflicts. The execution,
delivery and performance by the Company of this Note and the
consummation by it of the transactions contemplated hereby do not
and will not: (i) conflict with or violate any provision of the
Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter
documents, (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default)
under, result in the creation of any Lien upon any of the
properties or assets of the Company or any Subsidiary, or give to
others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or
by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) subject to the Required Approvals,
conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state
securities laws and regulations), or by which any property or asset
of the Company or a Subsidiary is bound or affected; except in the
case of each of clauses (ii) and (iii), such as could not have or
reasonably be expected to result in a Material Adverse
Effect.


(e) Filings, Consents and
Approvals. The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal,
state, local or other governmental authority or other Person in
connection with the execution, delivery and performance by the
Company of this Note (collectively, the “Required
Approvals”).


(f) Capitalization. The
capitalization of the Company is as set forth on Schedule 6(f), and is a true
and accurate representation of the capitalization of the Company as
of the Issuance Date, and includes, by way of example and not by
limitation, any and all capital stock held by PureTech Ventures,
LLC, a Delaware limited liability corporation (“PureTech”) and Enlight
Bioscience, LLC, a Delaware limited liability company
(“Enlight”).
No Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the
transactions contemplated by this Note or the Transaction
Documents. Except as set forth on Schedule 6(f) hereto, there
are no outstanding options, warrants, scrip rights to subscribe to,
calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exercisable
or exchangeable for, or giving any Person, including by way of
example and not by limitation, PureTech and Enlight, any right to
subscribe for or acquire any capital stock of the Company, or
contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to issue
additional shares of capital stock of the Company or Common Stock
Equivalents. The execution of this Note, the Subordination
Agreement and the Transaction Documents will not obligate the
Company to issue shares of capital stock of the Company or other
securities to any Person, including by way of example and not by
limitation, PureTech and Enlight, and will not result in a right of
any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities.
All of the outstanding shares of capital stock of the Company are
duly authorized, validly issued, fully paid and nonassessable, have
been issued in compliance with all federal and state securities
laws, and none of such outstanding shares was issued in violation
of any preemptive rights or similar rights to subscribe for or
purchase securities. There are no stockholders agreements, voting
agreements or other similar agreements with respect to the
Company’s capital stock to which the Company is a party or,
to the knowledge of the Company, between or among any of the
Company’s stockholders.


 




 




 

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(g) Restricted Payments. The
Company will not (i) declare or pay any dividends on, or make any
other distribution or payment on account of, or redeem, retire,
purchase or otherwise acquire, directly or indirectly, any equity
interests of any class of the Company or any Subsidiary, whether
now or hereafter outstanding, or make any other distribution in
respect thereof, either directly or indirectly, whether in cash,
property or in obligations of the Company or any of its
Subsidiaries, (ii) other than in respect to accounts payable in the
ordinary course of business, payments and prepayments of Permitted
Indebtedness, and/or listed on Schedule 6(i), make any
payments of principal of or interest on, or retire, redeem,
purchase or otherwise acquire any indebtedness other than this
Note, or (iii) other than to incur Permitted Indebtedness, enter
into a loan agreement of any kind, without receiving the prior
written consent of the Holders.


(h) Financial Statements. Attached
as Schedule 6(h)
is a copy of the latest balance sheet of the Company, and income
statement and statement of cash flows for the year ended December
31, 2012 (collectively, the “Financial Statements”). The
Financial Statements of the Company have been prepared in
accordance with generally accepted accounting principles
(“GAAP”)
applied on a consistent basis during the periods involved (except
(i) as may be otherwise indicated in such Financial Statements or
the notes thereto or (ii) in the case of interim Financial
Statements, to the extent they may not include footnotes or may be
condensed or summary statements), and fairly present in all
material respects the financial position of the Company and its
subsidiaries as of the dates thereof and the results of operations
and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit
adjustments).


(i) Liabilities. Except as set
forth in the Financial Statements and listed on Schedule 6(i) hereto, the
Company has no material liabilities or obligations, contingent or
otherwise, other than (i) liabilities incurred in the ordinary
course of business subsequent to June 30, 2013, (ii) non-material
obligations under contracts and non-material commitments incurred
in the ordinary course of business, (iii) liabilities and
obligations of a type or nature not required under generally
accepted accounting principles to be reflected in the Financial
Statements.


(j) Use of Proceeds. The Company
shall use the proceeds of the issuance of the Notes only as set
forth on Schedule
6(j) and not to redeem or make any payment on account of any
securities or Existing Indebtedness of the Company, nor any other
purpose that is not specifically set forth on Schedule 6(j)
hereto.


 




 




 

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(k) Litigation. There is no
action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the actual knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an
“Action”)
which (i) adversely affects or challenges the legality, validity or
enforceability of this Note, the Subordination Agreement or the
Transaction Documents, or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any Subsidiary, nor any
director or officer thereof, is or has been the subject of any
Action involving a claim of violation of or liability under federal
or state securities laws or a claim of breach of fiduciary
duty.


(l) Labor Relations. No labor
dispute exists or, to the knowledge of the Company, is imminent
with respect to any of the employees of the Company, which could
reasonably be expected to result in a Material Adverse Effect. None
of the Company’s or its Subsidiaries’ employees is a
member of a union that relates to such employee’s
relationship with the Company or such Subsidiary, and neither the
Company nor any of its Subsidiaries is a party to a collective
bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. No
executive officer of the Company or any Subsidiary is owed any
moneys by the Company or any of its Subsidiaries, or is now or is
expected to be in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information
agreement or non-competition agreement, or any other contract or
agreement or any restrictive covenant in favor of any third party,
and the continued employment of each such executive officer does
not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its
Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and
employment practices, terms and conditions of employment and wages
and hours, except where the failure to be in compliance could not,
individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


(m) Compliance. Neither the
Company nor any Subsidiary: (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with
notice or lapse of time or both, would result in a default by the
Company or any Subsidiary under), nor has the Company or any
Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or
not such default or violation has been waived), (ii) is in
violation of any judgment, decree, or order of any court,
arbitrator or other governmental authority or (iii) is or has been
in violation of any statute, rule, ordinance or regulation of any
governmental authority, including without limitation all foreign,
federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and
safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material
Adverse Effect.


 




 




 

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(n) Regulatory Permits. The
Company and the Subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct
their respective businesses, except where the failure to possess
such permits could not reasonably be expected to result in a
Material Adverse Effect (“Material Permits”), and neither
the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any
Material Permit.


(o) Title to Assets. The Company
and the Subsidiaries have good and marketable title in fee simple
to all real property owned by them and good and marketable title in
all personal property owned by them that is material to the
business of the Company and the Subsidiaries, in each case free and
clear of all Liens, except for (i) Liens as do not materially
affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the
Company and the Subsidiaries and (ii) Liens for the payment of
federal, state or other taxes, for which appropriate reserves have
been made therefor in accordance with GAAP and the payment of which
is neither delinquent nor subject to penalties. Any real property
and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases
with which the Company and the Subsidiaries are in
compliance.


(p) Intellectual Property. The
Company and the Subsidiaries have, or have rights to use, all
patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights,
licenses and other intellectual property rights as necessary or
required for use in connection with their respective businesses as
listed on Schedule
6(p), and which the failure to so have could have a Material
Adverse Effect (collectively, the “Intellectual Property Rights”).
None of, and neither the Company nor any Subsidiary has received a
notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned, or is
expected to expire or terminate or be abandoned, within two (2)
years from the Issuance Date. Neither the Company nor any
Subsidiary has received a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or
infringe upon the rights of any Person, except as could not have or
reasonably be expected to not have a Material Adverse Effect. To
the knowledge of the Company, all such Intellectual Property Rights
are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights. The Company and
its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their intellectual
properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


(q) Insurance. The Company and the
Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which the Company
and the Subsidiaries are engaged, including, but not limited to,
directors and officers insurance coverage at least equal to the
aggregate Principal Amount. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary
to continue its business without a significant increase in
cost.


(r) Tax Status. Except for matters
that would not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect, the
Company and its Subsidiaries each (i) has made or filed all United
States federal, state and local income and all foreign income and
franchise tax returns, reports and declarations required by any
jurisdiction to which it is subject, (ii) has paid all taxes and
other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and
declarations and (iii) has set aside on its books provision
reasonably adequate for the payment of all material taxes for
periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company or of any Subsidiary
know of no basis for any such claim.


 




 




 

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7. Events
of Default. If any of the
following events takes place before the Maturity Date (each, an
“Event of
Default”), the Holder at its option may declare all
principal and accrued and unpaid interest thereon and all other
amounts payable under this Note immediately due and payable;
provided, however, that this Note shall
automatically become due and payable without any declaration in the
case of an Event of Default specified in clause (c) or (e),
below:


(a) the Company fails
to make payment of any amount when due under this Note (a
“Payment
Default”);


(b) a receiver,
liquidator or trustee of the Company or any substantial part of the
Company’s assets or properties is appointed by a court
order;


(c) the Company is
adjudicated bankrupt or insolvent;


(d) any of the
Company’s property is sequestered by or in consequence of a
court order and such order remains in effect for more than thirty
(30) days;


(e) the Company files
a petition in voluntary bankruptcy or requests reorganization under
any provision of any bankruptcy, reorganization or insolvency law
or consents to the filing of any petition against it under such
law;


(f) any petition
against the Company is filed (and not dismissed or withdrawn within
60 days) under bankruptcy, receivership or insolvency
law;


(g) the Company makes
a formal or informal general assignment for the benefit of its
creditors, or admits in writing its inability to pay debts
generally when they become due, or consents to the appointment of a
receiver or liquidator of the Company or of all or any part of its
property;


(h) an attachment or
execution is levied against any substantial part of the
Company’s assets that is not released within thirty (30)
days;


(i) the Company
dissolves, liquidates or ceases business activity, or transfers any
major portion of its assets other than in the ordinary course of
business;


(j) the Company
breaches any covenant or agreement on its part contained in this
Note, and such breach is not waived or cured within thirty (30)
days of receipt by the Company of notice of such
breach;


 




 




 

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(k) any material
inaccuracy or untruthfulness of any representation or warranty of
the Company set forth in this Note and/or the Subordination
Agreement;


(l) the Company shall
default in any of its obligations under any mortgage, credit
agreement or other facility or financing instrument that involves
an obligation of the Company of greater than $25,000 whether such
indebtedness now exists or shall hereafter be created;
or


(m) the Company has
entered against it any monetary judgment, writ or similar final
process for an amount greater than $25,000.


8. Definitions.


“Business Day” (whether or
not capitalized) means any day banking transactions can be
conducted in the State of California, and does not include any day
that is a federal or state holiday in such State.


“Common Stock” means the
common stock of the Company, par value $0.001 per share, 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 for, or otherwise entitles the
holder thereof to receive, Common Stock.


“Disclosure Schedules”
means any schedule referenced in Section 6 herein.


“Lien(s)” mean a lien,
charge pledge, security interest, encumbrance, right of first
refusal, preemptive right or other restriction.


“Noteholder” with respect
to any Note, means at any time each Person then the record owner
hereof and “Noteholders” means all of
such Noteholders collectively.


“Person” means any person
or entity of any nature whatsoever, specifically including an
individual, a firm, a company, a corporation, a partnership, a
limited liability company, a trust or other entity.


“Proceeding” means any
action, claim, suit, investigation or proceeding (including,
without limitation, an information investigation or partial
proceeding, such as a deposition), whether commenced or threatened
in which the Company has knowledge.


“Subordination Agreement”
refers to the Subordination Agreement entered into by the Company
and certain creditors of the Company concurrently with the
execution of this Note.


 




 




 

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“Transaction Documents”
refers to the Securities Purchase Agreement, Consulting Agreement
and associated Warrant, Irrevocable Proxy, and Release of Claims
and Indemnity Agreement by an between the Holders, PureTech and
Enlight, each dated as of the date hereof.


9. Board
Representation. Upon execution of
this Note, the Board of Directors of the Company shall consist of
one member, Mr. Alex Tokman (the “Incumbent Director”), and the
Incumbent Director shall execute a unanimous written consent
appointing two designees selected by the Holders to the Board of
Directors to serve for a term of one year or until their successors
are elected and approved (the “Holder Designees”). The Company
shall use its best efforts to ensure that the Holder Designees
continue to be elected to the Board of Directors for so long as the
Holder of the Note, together with the holders of like senior
promissory notes issued on the date hereof, owns at least fifty
percent (50%) of the Company’s outstanding Common
Stock.


10. Reporting
of Financial Statements and Business Summaries. For so long as
the Holder of the Note, together with the holders of like senior
promissory notes issued on the date hereof, owns at least fifty
percent (50%) of the Company’s outstanding Common Stock, the
Company shall provide the Holder with unaudited financial
statements reflecting the Company’s financial condition and
results of operations, including, without limitation, quarterly and
annual financial statements, as well as periodic business summaries
made available by the Company.


11. Expenses
of Enforcement, etc. The Company
agrees to pay all reasonable fees and expenses incurred by the
Holder in connection with any amendments, modifications, waivers,
extensions, renewals, renegotiations or “workouts” of
the provisions hereof or incurred by the Holder in connection with
the enforcement or protection of its rights in connection with this
Note, or in connection with any pending or threatened action,
proceeding, or investigation relating to the foregoing, including
but not limited to the reasonable fees and disbursements of counsel
for the Holder. The Company shall indemnify the Holder against, and
hold the Holder and each such person and/or entity harmless from,
any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees and expenses, incurred
by or asserted against the Holder or any such person and/or entity
arising out of, in any way connected with, or as a result of (i)
the consummation of the loan evidenced by this Note and the use of
the proceeds thereof or (ii) any claim, litigation, investigation
or proceedings relating to any of the foregoing, whether or not the
Holder or any such person and/or entity is a party thereto other
than any loss, claim, damage, liability or related expense incurred
or asserted against the Holder or any such person on account of the
Holder’s or such person’s gross negligence or willful
misconduct. Notwithstanding the foregoing, with respect to the
indemnification obligations of the Company hereunder, (a) the
Company’s aggregate liability under this Note to the Holder
shall not exceed the aggregate Principal Amount of this Note and
all accrued and unpaid interest thereon and (b) indemnified
liabilities shall not include any liability of any indemnitee
arising out of such indemnitee’s gross negligence or willful
misconduct. To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make
the maximum contribution to the payment and satisfaction of each of
the indemnified liabilities that is permissible under applicable
law.


12. Subordination
Agreement. In order to
secure the priority of payment of the principal and interest and
all other obligations of the Company under the terms of this Note
now or hereafter owed by the Company to the Holder hereof (the
“Obligations”),
the Company shall execute and deliver to the Holder the
Subordination Agreement, pursuant to which the Company will,
subject to the terms and conditions set forth in the Subordination
Agreement, grant to the Holder (or its designee) a priority
position over the repayment of any other indebtedness to any other
persons, and such persons shall agree to subordinate their right to
payment of such indebtedness to the right of the Holder of this
Note. The Subordination Agreement shall terminate and be of no
further force and effect if and when all the Obligations have been
fully and indefeasibly paid in full.


 




 




 

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13. Amendment
and Waiver. The provisions of
this Note may not be modified, amended or waived, and the Company
may not take any action herein prohibited, or omit to perform any
act herein required to be performed by it, without the written
consent of the Holder.


14. Remedies
Cumulative. No remedy herein
conferred upon the Holder is intended to be exclusive of any other
remedy and each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or
otherwise.


15. Remedies
Not Waived. No course of
dealing between the Company and the Holder or any delay on the part
of the Holder in exercising any rights hereunder shall operate as a
waiver of any right of the Holder.


16. Assignments.
The Company shall not assign or delegate this Note or any of its
liabilities or obligations hereunder.


17. Headings.
The headings of the sections and paragraphs of this Note are
inserted for convenience only and do not constitute a part of this
Note.


18. Severability.
If any provision of this Note is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this
Note will remain in full force and effect. Any provision of this
Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.


19. Cancellation.
After all principal, premiums (if any) and accrued interest at any
time owed on this Note have been paid in full, this Note will be
surrendered to the Company for cancellation and will not be
reissued.


20. Place
of Payment and Notices. Unless otherwise
stated herein, payments of principal and interest are to be
delivered to the Holder of this Note at the address provided by the
Holder on the signature page attached hereto, or at such other
address as such Holder has specified by prior written notice to the
Company. No notice shall be deemed to have been delivered until the
first Business Day following actual receipt thereof.


21. Waiver
of Jury Trial. The Holder and
the Company each hereby waives any right it may have to a trial by
jury in respect of any litigation directly or indirectly arising
out of, under or in connection with this Note and/or the
transactions contemplated hereunder.


 




 




 

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22. Submission
to Jurisdiction. THE PARTIES
HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN
THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO. THE PARTIES HERETO EACH
AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY MUST BE LITIGATED
EXCLUSIVELY IN ANY SUCH STATE OR FEDERAL COURT THAT SITS IN THE
CITY OF SAN DIEGO, COUNTY OF CALIFORNIA, AND ACCORDINGLY, THE
PARTIES EACH IRREVOCABLY WAIVE ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH LITIGATION IN
ANY SUCH COURT. Each of the Holder and Company hereby irrevocably
waive and agree not to assert, by way of motion, as a defense, or
otherwise, in every suit, action or other proceeding arising out of
or based on this Note and brought in any such court, any claim that
the Holder or the Company is not subject personally to the
jurisdiction of the above named courts, that Holder’s or the
Company’s property, as applicable, is exempt or immune from
attachment or execution, that the suit, action or proceeding is
brought in an inconvenient forum or that the venue of the suit,
action or proceeding is improper.


23. GOVERNING
LAW. ALL ISSUES AND
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR
PROVISIONS (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.


 


[SIGNATURE PAGE
FOLLOWS]


 



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IN
WITNESS WHEREOF, the Company has executed and delivered this
Secured Promissory Note on the date first written
above.


COMPANY:


_______________________________


Name:
David
Steinberg


Title:
Chief Executive
Officer


Address:


Endra,
Inc.


35
Research Drive, Suite 100


Ann
Arbor, MI 48103


 




[SIGNATURE
PAGE TO SENIOR PROMISSORY NOTE]

13








 







Schedule 6(a)


Subsidiaries


 




 

14








 






 



Schedule 6(f)


Capitalization
Table


 




 

15








 






 



Schedule 6(i)


Liabilities


 




 

16








 






 



Schedule 6(h)


Financial
Statements


 




 

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Schedule 6(j)


Use
of Proceeds


 




 

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Schedule 6(p)


Intellectual
Property


 




 

19