Blueprint






Exhibit 10.16







Endra, Inc.


 


SUBSCRIPTION
AGREEMENT


 


 


As of
December 19, 2014


 


 


Endra,
Inc.


35
Research Drive


Ann
Arbor, MI 48103


Attention:
Michael Thornton, President


 


 


1.    
Subscription.


 


(a)           The
undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from Endra, Inc., a Delaware
corporation (the “Company”), the number of shares
of the Company’s common stock, par value $0.0001 per share
(“Shares”), at
the price and for the aggregate consideration set forth on the
signature page hereto, together with warrants to purchase that number of
Shares, and for the purchase price, set forth on the signature page
hereto (each a “Warrant”
and collectively, the “Warrants”).
A form of Warrant is attached hereto as Exhibit
A. The
Subscriber acknowledges that this Subscription Agreement is subject
to acceptance by the Company, in whole or in part. The Subscriber
agrees that if this Subscription Agreement is not accepted in full,
any funds related to the portion of this Subscription Agreement not
accepted will be returned to the undersigned, without
interest.


 

2. Subscriber Representations, Warranties
and Agreements. By executing this Subscription Agreement,
the Subscriber represents, warrants and covenants (on its own
behalf and, if applicable, on behalf of each beneficial purchaser
for whom it is contracting hereunder) to the Company (and
acknowledges that the Company is relying thereon)
that:


 


(a) it is authorized to
consummate the purchase of the Shares and Warrants (together, the
“Securities”);


(b) it understands that
the Securities have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any
applicable state securities laws at the time of issuance, and that
the offer and sale of Securities is being made in reliance on a
private placement exemption available under Section 4(2) of the
Securities Act, and Rule 506 of Regulation D under the Securities
Act (“Regulation D”) to accredited
investors (“Accredited
Investors”), as defined in Rule 501(a) of Regulation
D;


(c) it has reviewed
copies of any documents considered by it to be important in making
an investment decision whether to purchase the Securities. In
addition, it has had access to such additional information, if any,
concerning the Company as it has considered necessary in connection
with its investment decision to acquire the Securities, and it
acknowledges that it has been offered the opportunity to ask
questions and receive answers from management of the Company
concerning the terms and conditions of the offering of the
Securities, and to obtain any additional information which the
Company possesses or can acquire without unreasonable effort or
expense that is necessary to verify the accuracy of the information
contained in any documents provided to it;



 







 






 


(d) it has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment in the
Securities and is able to bear the economic risks of, and withstand
the complete loss of, such investment;


(e) it is an Accredited
Investor acquiring the Securities for its own account or, if the
Securities are to be purchased for one or more accounts
(“Investor
Accounts”) with respect to whom it is exercising sole
investment discretion, each such Investor Account is an Accredited
Investor on a like basis. In each case, the undersigned has
completed the Accredited Investor Status section of the
Subscriber’s signature page hereto, indicating which category
of Rule 501(a) qualifies as the Subscriber as an Accredited
Investor;


(f) it is not acquiring
the Securities with a view to any resale, distribution or other
disposition of the Securities in violation of federal or applicable
state securities laws, and, in particular, it has no intention to
distribute either directly or indirectly any of the Securities in
the U.S. or to U.S. persons; provided, however, that the holder may
sell or otherwise dispose of any of the Securities pursuant to
registration thereof under the Securities Act and any applicable
state securities laws or pursuant to an exemption from such
registration requirements;


(g) in the case of the
purchase by the Subscriber of the Securities as agent or trustee
for any other person, the Subscriber has due and proper authority
to act as agent or trustee for and on behalf of such beneficial
purchaser in connection with the transactions contemplated
hereby;


(h) it is not
purchasing the Securities as a result of any general solicitation
or general advertising (as those terms are used in Regulation D
under the Securities Act), including advertisements, articles,
notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;


(i) neither the
Subscriber nor, to the extent it has them, any of its shareholders,
members, managers, general or limited partners, directors,
affiliates or executive officers (collectively with the Subscriber,
the “Covered
Persons”), are subject to any of the “Bad
Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the Securities Act (a “Disqualification Event”), except
for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).
The Subscriber has exercised reasonable care to determine whether
any Covered Person is subject to a Disqualification Event. The
purchase of the Securities by the Subscriber will not subject the
Corporation to any Disqualification Event;


(j) it understands that
the Securities are “restricted securities” as defined
in Rule 144(a)(3) under the Securities Act, and agrees that if it
decides to offer, sell or otherwise transfer the Securities, such
Securities may be offered, sold or otherwise transferred only (A)
to the Company, (B) outside of the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (C) within the
United States or to or for the account or benefit of a United
States person in accordance with an exemption from the registration
requirements of the Securities Act and all applicable state
securities laws, (D) in a transaction that does not require
registration under the Securities Act or any applicable
U.S. state securities laws or (E) pursuant to an effective
registration statement under the Securities Act, and in each case
in accordance with any applicable state securities laws in the
United States or securities laws of any other applicable
jurisdiction; provided,
however, that with respect to sales or transfers under
clauses (C) or (D), only if the holder has furnished to the Company
a written opinion of counsel, reasonably satisfactory to the
Company, prior to such sale or transfer;


(k) it has been
independently advised as to the applicable holding period and
resale restrictions with respect to trading imposed in respect of
the Securities, by securities legislation in the jurisdiction in
which it resides or to which it is otherwise subject, and confirms
that no representation has been made respecting the applicable
holding periods for the Securities and is aware of the risks and
other characteristics of the Securities and of the fact that the
undersigned may not be able to resell the Securities except in
accordance with applicable securities legislation and
regulations;



 

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(l) no person has made
to the Subscriber any written or oral representations:


(i) that any person
will resell or repurchase any of the Securities;


(ii) that
any person will refund the purchase price of the Securities;
or


(iii) as
to the future price or value of any of the Securities;


(m) it understands and
acknowledges that certificates representing the Securities shall
bear the following legend:


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF,
BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE
COMPANY, THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE U.S.
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (C) IN
COMPLIANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND, IN THE CASE OF (C) AND
(D), THE SELLER FURNISHES TO THE COMPANY A WRITTEN OPINION OF
COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY
TO THE COMPANY TO SUCH EFFECT.”


(n) it consents to the
Company making a notation on its records or giving instructions to
any transfer agent of the Securities in order to implement the
restrictions on transfer set forth and described
herein;


(o) the office or other
address of the undersigned at which the undersigned received and
accepted the offer to purchase the Securities is the address listed
on the Subscriber’s signature page, attached
hereto;


(p) if required by
applicable securities laws, regulations, rule or order or by any
securities commission, stock exchange or other regulatory
authority, it will execute, deliver and file, within the approved
time periods, all documentation as may be required thereunder, and
otherwise assist the Company in filing reports, questionnaires,
undertakings and other documents with respect to the issuance of
the Securities;


(q) this subscription
agreement has been duly and validly authorized, executed and
delivered by and constitutes a legal, valid, binding and
enforceable obligation of the Subscriber; and


(r) it is not an
affiliate (as defined in Rule 144 under the Securities Act) of the
Company and is not acting on behalf of an affiliate of the
Company.



 

-3-







 





 

3. Representations, Warranties and
Covenants of the Company. As a material inducement of
Subscriber to enter into this Subscription Agreement and subscribe
for the Securities, the Company represents and warrants to
Subscriber, as of the date hereof, as follows:


 


(a)           Organization
and Standing. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware, has full power to carry on its business as and where
such business is now being conducted and to own, lease and operate
the properties and assets now owned or operated by it, and is duly
qualified to do business and is in good standing in each
jurisdiction where the conduct of its business or the ownership of
its properties requires such qualification, except where the
failure to be so qualified would not have a Material Adverse Effect
on the Company. “Material
Adverse Effect” means any circumstance, change in, or
effect on the Company that, individually or in the aggregate with
any other similar circumstances, changes in, or effects on, the
Company taken as a whole: (i) is, or is reasonably expected to be,
materially adverse to the business, operations, assets,
liabilities, employee relationships, customer or supplier
relationships, prospects, results of operations or the condition
(financial or otherwise) of the Company taken as a whole, or (ii)
is reasonably expected to adversely affect the ability of the
Company to operate or conduct the Company’s business in the
manner in which it is currently operated or conducted or proposed
to be operated or conducted by the Company; provided, however, that none of the following
shall be deemed in and of themselves, either alone or in
combination, to constitute, and none of the following shall be
taken into account in determining whether there has been or will
be, a Material Adverse Effect: (A) any change, event, state of
facts or development generally affecting the general political,
economic or business conditions of the United States, (B) any
change, event, state of facts or development generally affecting
the industry in which the Company operates, (C) any change, event,
state of facts or development arising from or relating to
compliance with the terms of this Subscription Agreement, (D) acts
of war (whether or not declared), the commencement, continuation or
escalation of a war, acts of armed hostility, sabotage or terrorism
or other international or national calamity or any material
worsening of such conditions, (E) changes in laws or generally
accepted accounting principles (“GAAP”) after date hereof or in
interpretations thereof, or (F) any matter disclosed in this
Subscription Agreement (including the schedules
hereto);


 


(b)           Authority.
The Board of Directors of the Company has duly authorized the
execution, delivery and performance of this Subscription Agreement
by the Company, and the consummation of the transactions
contemplated hereby. This Subscription Agreement has been (or upon
delivery will be) duly executed by the Company when delivered in
accordance with the terms hereof, and will constitute, assuming due
authorization and execution and delivery by each of the parties
thereto, a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms. The Shares, when
issued, will be validly issued, fully-paid and
non-assessable;


 


(c)           No
Conflict. The execution, delivery and performance of this
Subscription Agreement and the consummation of the transactions
contemplated hereby do not (i) violate or conflict with the
Company’s Certificate of Incorporation, or other
organizational documents, (ii) conflict with or result (with the
lapse of time or giving of notice or both) in a material breach or
default under any material agreement or instrument to which the
Company is a party or by which the Company is otherwise bound, or
(iii) violate any order, judgment, law, statute, rule or regulation
applicable to the Company, except where such violation, conflict or
breach would not have a Material Adverse Effect on the Company.
This Subscription Agreement when executed by the Company will be a
legal, valid and binding obligation of the Company enforceable in
accordance with its terms (except as may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws and
equitable principles relating to or limiting creditors’
rights generally);


 



 

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(d)           Capitalization.
A capitalization table setting forth the authorized and outstanding
capital stock of the Company as of the date hereof is attached as
Schedule 3(d). All
of such outstanding shares have been validly issued and are fully
paid and non-assessable. As of the date hereof, except as disclosed
in Schedule 3(d),
and except for Securities issued pursuant to this Subscription
Agreement, (i) there are no outstanding options, warrants, scrip,
rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into,
any shares of capital stock of the Company or any of its
subsidiaries, or contracts, commitments, understandings or
arrangements by which the Company or any of its subsidiaries is or
may become bound to issue additional shares of capital stock of the
Company or any of its subsidiaries or options, warrants, scrip,
rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into,
any shares of capital stock of the Company or any of its
subsidiaries, (ii) except as disclosed in Schedule 3(d), there are no
agreements or arrangements under which the Company or any of its
subsidiaries is obligated to register the sale of any of their
securities under the Act, (iii) there are no outstanding securities
of the Company or any of its subsidiaries which contain any
redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or
any of its subsidiaries is or may become bound to redeem a security
of the Company or any of its subsidiaries, and (iv) there are no
securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance the
Securities;


 


(e)           Financial
Statements. Attached as Schedule 3(e) is a copy of the
latest balance sheet of the Company (the “Balance Sheet”). The Balance
Sheet has been prepared in accordance with GAAP, applied on a
consistent basis during the periods involved (except as may be
otherwise indicated in such Balance Sheet), and fairly presents, in
all material respects, the financial position of the Company as of
the date thereof; and


 


(f)           Intellectual
Property. The Company has 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 3(f), and
which the failure to so have could have a Material Adverse Effect
(collectively, the “Intellectual Property Rights”).
The Company has not 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 date of this Subscription
Agreement. The Company has not 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 has 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.


 


4.           Conditions
to Closing.




 

                           
(a)            The
Company’s obligation to issue and sell the Securities to Subscribers is subject
to the fulfillment (or waiver by the Company) of the following
conditions:


 





(i)         
Representations and
Warranties. The representations and warranties made by
Subscribers in this Subscription Agreement shall be true and
correct in all material respects when made, and shall be true and
correct in all material respects upon issuance of the
Securities;




 


(ii)           Suitability
Questionnaire. All Subscribers shall have completed and
delivered to the Company the Accredited Investor section of the
Subscriber’s signature page attached hereto; and


 



 

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 (iii)           Approval
of Subscribers. The Company, in its reasonable discretion,
shall have approved the participation and amount of participation
of any Subscribers who are either individuals that are non-United
States citizens or are entities domiciled in any jurisdiction other
than the United States.


 


(b)       
    Each Subscriber’s obligation to purchase the
Securities is subject to the fulfillment (or waiver by such
Subscriber) of the following conditions:


 


 (i)           Representations
and Warranties. The representations and warranties made by
the Company in this Subscription Agreement shall be true and
correct when made, and shall be true and correct in all material
respects upon issuance of the Securities; and


 


 (ii)           Compliance
with Securities Laws. The Company shall have obtained all
permits and qualifications required under federal and/or state law
and/or foreign law for the offer and sale of the Securities, or
shall have the availability of exemptions therefrom. Upon sale of
the Securities, the Company shall file a Form D with the United States Securities and Exchange
Commission in a timely manner as well as any “blue
sky” filings required by the states in which Subscribers are
located.


 


5.           Legends.
Subscriber understands and agrees that the Company will cause any
necessary restrictive legends to be placed upon any instruments(s)
evidencing ownership of the Securities, together with any other
legend that may be required by federal or state securities laws or
deemed necessary or desirable by the Company.


 


6.           General
Provisions.


 


(a)           Confidentiality.
Subscriber covenants and agrees that it will keep confidential and
will not disclose or divulge any confidential or proprietary
information that such Subscriber may obtain from the Company
pursuant to financial statements, reports, and other materials
submitted by the Company to such Subscriber in connection with this
Subscription Agreement, or as a result of discussions with or
inquiry made to the Company, unless such information is known, or
until such information becomes known, to the public through no
action by Subscriber; provided, however, that a Subscriber may disclose
such information to its attorneys, accountants, consultants,
assignees or transferees and other professionals to the extent
necessary in connection with his or her investment in the Company
so long as any such professional to whom such information is
disclosed is made aware of Subscriber’s obligations hereunder
and such professional agrees to be likewise bound as though such
professional were a party hereto.


 


(b)           Successors.
The covenants, representations and warranties contained in this
Subscription Agreement shall be binding on Subscriber’s and
the Company’s heirs and legal representatives and shall inure
to the benefit of the respective successors and assigns of the
Company. The rights and obligations of this Subscription Agreement
may not be assigned by any party without the prior written consent
of the other party.


 


(c)           Counterparts.
This Agreement may be executed in counterparts, each of which
shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.


 



 

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(d)           Execution
by Facsimile.
Execution and delivery of this
Agreement by facsimile transmission (including the delivery of
documents in Adobe PDF format) shall constitute execution and
delivery of this Agreement for all purposes, with the same force
and effect as execution and delivery of an original manually signed
copy hereof.


 


(e)           Governing
Law and Jurisdiction. This Subscription Agreement shall be
governed by and construed in accordance with the laws of the State
of California applicable to contracts to be wholly performed within
such state and without regard to conflicts of laws provisions. 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 SUBSCRIPTION AGREEMENT AND/OR THE OFFERING
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY MUST BE
LITIGATED EXCLUSIVELY IN ANY SUCH STATE OR FEDERAL COURT THAT SITS
IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, 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 Subscriber 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 Subscription Agreement and brought in any such
court, any claim that Subscriber or the Company is not subject
personally to the jurisdiction of the above named courts, that
Subscriber’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.


 


(f)           Notices.
All notices, requests, demands, claims and other communications
hereunder shall be in writing and shall be delivered by certified
or registered mail (first class postage pre-paid), guaranteed
overnight delivery, or facsimile transmission if such transmission
is confirmed by delivery by certified or registered mail (first
class postage pre-paid) or guaranteed overnight delivery, to the
following addresses and facsimile numbers (or to such other
addresses or facsimile numbers which such party shall subsequently
designate in writing to the other party):


 


(i)           if
to the Company:


 


Endra,
Inc.


35
Research Drive


Ann
Arbor, MI 48103


Attention: Michael
Thornton


Tel:
(617) 398-7618



 





(ii)         
if to Subscriber to the address set forth next to its name on the
signature page hereto.




 

  






 


 


 [SIGNATURE
PAGE FOLLOWS]




 

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IN
WITNESS WHEREOF, the Company has executed this Subscription
Agreement as of the date first written above.


 


 


	

 

	

Endra, Inc.

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
 

	

 


	

 

	Name:	
 

	

 


	

 

	Title:
	

 

	

 







 


 


 


 


 


 


 


 


 


[SUBSCRIBER
SIGNATURE PAGE FOLLOWS]


 




[SIGNATURE
PAGE TO SUBSCRIPTION AGREEMENT]








 







SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


INFORMATION
IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
CONFIDENTIAL


 



DOLLAR AMOUNT INVESTED $_____________________________



NUMBER OF SHARES AT $0.13/SHARE:
_________________________________



NUMBER OF WARRANTS: _________________________________



EXERCISE PRICE OF WARRANTS: ___$0.13_________________



NAME IN WHICH SHARES AND WARRANT SHOULD BE
ISSUED:           
                 
                 
                 
         



 



AMOUNT INVESTED TO BE SENT VIA:     
□ Check
(enclosed)         □
Wire


 


	
 

	
 


	

AGREED
AND SUBSCRIBED


 


 


This
__ day of _______________, 2014


 


By:_________________________________


Name:


Title
(if any):

	

AGREED
AND SUBSCRIBED



SIGNATURE OF JOINT SUBSCRIBER (if any)


 


This
__ day of _______________, 2014


 


By:_________________________________


Name:


Title
(if any):


 


	

 


__________________________________


Subscriber
Name (Typed or Printed)

	

 


__________________________________


Additional
Subscriber Name (Typed or Printed)


 







 



Address Information


 


For
individual subscribers this address should be Subscriber’s
primary legal residence. For entities other than individual
subscribers, please provide address information for the entities
primary place of business. Information regarding a joint subscriber
should be included in the column at right.


 


	

 


_________________________________


Legal
Address

	

 


_________________________________


Legal
Address


	

 


_________________________________


City,
State, and Zip Code

	

 


_________________________________


City,
State, and Zip Code


	

 


_________________________________


Tax ID
# or Social Security #


 

	

 


_________________________________


Tax ID
# or Social Security #


 







 


 


 



Alternate Address
Information (if applicable)



 







 






 


 


 


	

 


_________________________________


Alternate Address
for Correspondence

	

 


_________________________________


Alternate Address
for Correspondence


	

 


_________________________________


City,
State and Zip Code

	

 


_________________________________


City,
State and Zip Code


	

 


_________________________________


Telephone

	

 


_________________________________


Telephone


	

 


_________________________________


Facsimile

	

 


_________________________________


Facsimile


	

 


_________________________________


Tax ID
# or Social Security #


 

	

 


_________________________________


Tax ID
# or Social Security #


 







 


 


 




 








 






 



Accredited Investor Status


 


The
Subscriber represents and warrants that it is an “accredited
investor”, as defined in Rule 501(a) under the Securities
Act, by virtue of satisfying one or more of the categories
indicated below (please write your
initials on the line next to each applicable
category):


 


	

 



☐


 

	

 


Category
1.


 


 

	

 


A bank,
as defined in section 3(a)(2) of the Securities Act.


 


A
savings and loan association or other institution, as defined in
section 3(a)(5)(A) of the Securities Act, whether acting in its
individual or fiduciary capacity.


 


A
broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934.


 


An
insurance company as defined in section 2(a)(13) of the Securities
Act.


 


An
investment company registered under the Investment Corporation Act
of 1940 or a business development company as defined in section
2(a)(48) of that Act.


 


A Small
Business Investment Corporation licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958.


 


A plan
established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has
total assets in excess of $5,000,000.


 


An
employee benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 if the investment decision is made by a
plan fiduciary, as defined in section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has
total assets in excess of $5,000,000 or, if a self-directed plan,
with investment decisions made solely by persons that are
accredited investors.


 


	


☐


 

	

Category
2.


 

	

Any
private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940.


 


	


☐


 

	

Category
3.


 

	

An
organization described in Section 501(c)(3) of the Internal Revenue
Code, a corporation, a Massachusetts or similar business trust, or
a partnership, not formed for the specific purpose of acquiring the
Securities, with total assets in excess of $5,000,000.


 


	


☐


 

	

Category
4.


 

	

A
director or executive officer of the Corporation.


 


	


☐


 

	

Category
5.


 

	

A
natural person whose individual net worth, or joint net worth with
that person’s spouse, at the time of this purchase exceeds
$1,000,000, excluding the value of the person’s primary
residence, if any.


 


	


☐


 

	

Category
6.


 

	

A
natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that
person’s spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level
in the current year.


 


	


☐


 

	

Category
7.


 

	

A
trust, with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Securities, whose purchase is
directed by a sophisticated person as described in Rule
506(b)(2)(ii) of Regulation D under the U.S. Securities
Act.


 


	


☐


 

	

Category
8.


 

	

An
entity in which each of the equity owners is an accredited
investor.


 







 







 








 






Schedule
3(d)


 



Endra, Inc. Capitalization Table – Pro Forma
(unaudited)


 


 




 








 






 


Schedule
3(e)


 



Endra, Inc.



Balance Sheet as of December 31, 2013 (unaudited)


 


 




 








 






Schedule
3(f)


 



Intellectual Property