Blueprint





 







Exhibit 4.1

 



NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN
A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.

 



ENDRA LIFE SCIENCES Inc.

 



Senior Secured Convertible Note

 


	

Issuance
Date: June 28, 2018

	

Principal
Amount: U.S. $[______]







 


FOR VALUE RECEIVED, ENDRA Life Sciences
Inc., a Delaware corporation (the “Company”), hereby promises to pay
to the order of [_______] or its registered assigns
(“Holder”) the
amount set out above as the Principal Amount (the
“Principal”)
when due, whether upon the Maturity Date (as defined below),
acceleration, prepayment or otherwise (in each case in accordance
with the terms hereof) and to pay interest (“Interest”) on the outstanding
Principal at the applicable Interest Rate (as defined below) from
the date set out above as the issuance date (the
“Issuance Date”) until the same becomes due
and payable, whether upon the Maturity Date or acceleration,
conversion, prepayment or otherwise (in each case in accordance
with the terms hereof). This Senior Secured Convertible Note
(including all Senior Secured Convertible Notes issued in exchange,
transfer or replacement hereof, this “Note”) is one of an issue of
Senior Secured Convertible Notes issued pursuant to the Securities
Purchase Agreement (as defined below) on the Closing Date (as
defined below) (collectively, the “Notes” and such other Senior
Secured Convertible Notes, the “Other Notes”). Certain capitalized terms
used herein are defined in Section 23.

 


1.           PREPAYMENT.
The Company may not, at any time prior to the Maturity Date, prepay
this Note in full, or in part.

 



2.      INTEREST RATE;
PAYMENT. So long as no Event
of Default shall have occurred and be continuing, Interest on this
Note shall accrue at the applicable Interest Rate (as defined
below). Interest will be paid in arrears on the outstanding
principal amount on the three month anniversary of the making of
this Note and each three month period thereafter and on the
Maturity Date or on the date of conversion in full of this Note. If
an Event of Default shall have occurred and be continuing, the
Interest Rate shall automatically be increased to fifteen percent
(15%) simple interest during the period of such Event of Default,
until such Event of Default is later cured. Interest due on this
Note shall be computed on the basis of a 365-day
year.

 


3.           CONVERSION
OF NOTES. The principal amount of the Note, and not the
Interest, shall be convertible into validly issued, fully paid and
non-assessable shares of Common Stock (as defined below), on the
terms and conditions set forth in this Section 3.

 




 

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(a)           Mandatory
Conversion – Qualified Financing. Upon consummation of
a Qualified Financing (as defined below), this Note shall
automatically convert, through no further action on the part of the
Company or the Holder, into that number of shares of Common Stock
equal to the quotient of (A) the Conversion Amount (as defined
below) divided by (B) the
Conversion Price (as defined below).

 


(b)           Mandatory
Conversion – Election of the Holders. At any time
after the Issuance Date and until three (3) calendar days prior to
the consummation of the Qualified Financing, if the holders as a
group of not less than a majority of the aggregate principal amount
of all Notes then outstanding (the “Required Note Holders”) notify the
Company in writing of their election to convert all of the Notes,
then this Note shall automatically convert, through no further
action on the part of the Company or the Holder, into that number
of shares of Common Stock equal to the quotient of (A) the
Conversion Amount divided by (B) the Conversion Price.

 


(c)           Optional
Conversion. At any time after the Issuance Date and until
three (3) calendar days prior to the consummation of the Qualified
Financing, the Holder shall be entitled to convert this Note into
that number of shares of Common Stock equal to the quotient of (A)
the Conversion Amount divided by (B) the Conversion
Price.

 


(d)           Optional
Conversion - Event of Default. Notwithstanding anything in
this Note to the contrary, if a material Event of Default shall
have occurred and be continuing, the Holder shall be entitled to
convert this Note into that number of shares of Common Stock equal
to the quotient of (A) the Conversion Amount divided by (B) the
Conversion Price.

 


(e)           Mechanics
of Conversion.

 


(i)           Conversion;
Issuance of Shares. To convert this Note pursuant to
Sections 3(b), 3(c) or 3(d) above into shares of Common Stock on
any date (a “Conversion
Date”), the Holder shall deliver (whether via
facsimile or otherwise) a copy of a properly and fully-completed
and executed notice of conversion in the form attached hereto as
Exhibit I (the
“Conversion
Notice”) to the Company. On or before the second
Business Day following the date of receipt of such Conversion
Notice, the Company shall transmit by facsimile or email (by
attachment in PDF format) an acknowledgment of confirmation, in the
form attached hereto as Exhibit II, of receipt of such
Conversion Notice to the Holder and the Company’s transfer
agent (the “Transfer
Agent”). On or before the third Business Day following
the date of receipt of a Conversion Notice but subject to the
surrender for cancellation by the Holder of the original Note (or,
if applicable, a Lost Note Affidavit (defined below)), or the
triggering of a mandatory conversion pursuant to Section 3(a) or
3(b) above, the Company shall instruct the Transfer Agent to issue
and deliver (via reputable overnight courier) to the Holder a
certificate, registered in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder shall
be entitled, with the legends required by the Securities Purchase
Agreement or applicable law.

 




 

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(ii)           Registration;
Book-Entry. The Company shall maintain a register (the
“Register”) for
the recordation of the names and addresses of the registered
holders of each Note and the principal amount of the Notes held by
such holders (the “Registered
Notes”). The entries in the Register shall be
conclusive and binding for all purposes absent manifest error. The
Company and the holders of the Notes shall treat each Person whose
name is recorded in the Register as the owner of a Note for all
purposes (including, without limitation, the right to receive
payments of Principal and Interest hereunder and the right to
receive shares of Common Stock upon conversion hereof)
notwithstanding notice to the contrary. A Registered Note may be
assigned, transferred or sold in whole or in part only by
registration of such assignment or sale on the Register. Subject to
the satisfaction of applicable law and any restrictions that have
been mutually agreed by the Company and the initial purchaser of
this Note (which shall be binding upon the Holder hereof), upon
receipt by the Company of the registered Holder’s written
request to assign, transfer or sell all or part of any Registered
Note by the holder thereof accompanied by this original Note for
cancellation (or a Lost Note Affidavit, if applicable), the Company
shall record the information contained therein in the Register and
issue one or more new Registered Notes in the same aggregate
principal amount as the unrepaid and unconverted principal amount
of the surrendered Registered Note to the designated assignee or
transferee pursuant to Section 12, provided that if the Company
does not so record an assignment, transfer or sale (as the case may
be) of all or part of any Registered Note within two (2) Business
Days of its receipt of such a proper request, then the Register
shall be automatically updated to reflect such assignment, transfer
or sale (as the case may be).

 


(iii)           No
Fractional Shares; Transfer Taxes. The Company shall not
issue any fraction of a share of Common Stock upon any conversion.
If the issuance would result in the issuance of a fraction of a
share of Common Stock, the Company shall round such fraction of a
share of Common Stock up to the nearest whole share. The Company
shall pay any and all transfer, stamp, issuance and similar taxes
that may be payable with respect to the issuance and delivery of
Common Stock upon any conversion.

 


(f)           Holder’s
Exercise Limitations. The Company shall not effect any
exercise of this Note, and Holder shall not have the right to
exercise any portion of this Note, pursuant to Section 3 or
otherwise, to the extent that after giving effect to such issuance
after exercise, the Holder (together with the Holder’s
Affiliates (as defined below), and any other persons acting as a
group together with the Holder or any of the Holder’s
Affiliates), 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 shall include
the number of shares of Common Stock issuable upon exercise of this
Note 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 Note beneficially owned by the Holder or any of its
Affiliates 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. Except as set forth in the preceding sentence,
for purposes of this Section 1(B), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. To the extent
that the limitation contained in this Section 3(f) applies, the
determination of whether this Note is exercisable (in relation to
other securities owned by the Holder together with any Affiliates)
and of which portion of this Note 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 Note is exercisable (in relation to other securities
owned by the Holder together with any Affiliates) and of which
portion of this Note 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 3(f), in determining the number of
outstanding shares of Common Stock, 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 SEC, 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 Company’s transfer agent setting forth the number of
shares of Common Stock 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 Note, by the Holder or its Affiliates since the date
as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall
be 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Note. The Holder, upon not
less than 61 days’ prior notice to the Company, may decrease
the Beneficial Ownership Limitation provisions of this Section
3(f). Any such decrease 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
3(f) to correct this paragraph 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 Note. “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.

 




 

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4.           RIGHTS
UPON EVENT OF DEFAULT.

 


(a)           Event
of Default. Each of the following events shall constitute an
“Event of
Default”:

 


(i)           the
Company’s failure to convert this Note in strict compliance
with Section 3, provided that there shall be no Event of Default
during any period of good faith disagreement regarding whether the
Holder has satisfied all requirements to require conversion of the
Note pursuant to Section 3 but only if the Company has promptly
responded to any assertion by the Holder that the Note has
converted into Common Stock pursuant to Section 3;

 


(ii)           the
Company’s failure to pay to the Holder any amount of
Principal, Interest when and as due under this Note or any other
agreement, document, certificate or other instrument delivered in
connection with the transactions contemplated hereby and thereby,
including, but not limited to, any Transaction Document (as defined
in the Securities Purchase Agreement), except, in the case of a
failure to pay Principal or Interest when and as due, in which case
only if such failure remains uncured for a period of at least five
(5) Business Days;

 


(iii)           the
occurrence of any default under, redemption of or acceleration
prior to maturity of any Indebtedness (as defined in the Securities
Purchase Agreement) of the Company, other than with respect to any
Other Notes;

 


(iv)           bankruptcy,
insolvency, reorganization or liquidation proceedings or other
proceedings for the relief of debtors shall be instituted by or
against the Company and, if instituted against the Company by a
third party, shall not be dismissed within sixty (60) days of their
initiation;

 


(v)           the
commencement by the Company of a voluntary case or proceeding under
any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or the consent by it to the
entry of a decree, order, judgment or other similar document in
respect of the Company in an involuntary case or proceeding under
any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal, state or
foreign law, or the consent by it to the filing of such petition or
to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the execution of a composition of debts, or the
occurrence of any other similar federal, state or foreign
proceeding, or the admission by it in writing of its inability to
pay its debts generally as they become due, the taking of corporate
action by the Company in furtherance of any such
action;

 


(vi)           the
entry by a court of (i) a decree, order, judgment or other similar
document in respect of the Company of a voluntary or involuntary
case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law; or
(ii) a decree, order, judgment or other similar document adjudging
the Company as bankrupt or insolvent, or approving as properly
filed a petition seeking liquidation, reorganization, arrangement,
adjustment or composition of or in respect of the Company under any
applicable federal, state or foreign law; or (iii) a decree, order,
judgment or other similar document appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree, order, judgment or other
similar document or any such other decree, order, judgment or other
similar document unstayed and in effect for a period of sixty (60)
consecutive days;

 




 

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(vii)           a
final judgment or judgments for the payment of money aggregating in
excess of $250,000 are rendered against the Company and which
judgments are not, within sixty (60) days after the entry thereof,
bonded, discharged or stayed pending appeal, or are not discharged
within sixty (60) days after the expiration of such
stay;

 


(viii)                      the
Company either (i) fails to pay, when due, or within any applicable
grace period, any payment with respect to any Indebtedness in
excess of $250,000 due to any third party (other than, with respect
to unsecured Indebtedness only, payments contested by the Company
in good faith by proper proceedings and with respect to which
adequate reserves have been set aside for the payment thereof in
accordance with GAAP) or is otherwise in breach or violation of any
agreement for monies owed or owing in an amount in excess of
$250,000, which breach or violation permits the other party thereto
to declare a default or otherwise accelerate amounts due
thereunder, or (ii) suffer to exist any other circumstance or event
that would, with or without the passage of time or the giving of
notice, result in a default or event of default under any agreement
binding the Company, which default or event of default would or
would be reasonably expected to have a material adverse effect on
the business, assets, operations (including results thereof),
liabilities, properties, or condition (including financial
condition) of the Company, individually or in the aggregate (a
“Material Adverse
Effect”);

 


(ix)           other
than as specifically set forth in another clause of this Section
4(a), the Company breaches any representation, warranty, covenant
or other term or condition of any Transaction Document as defined
in the Securities Purchase Agreement under which this Note is
issued, except, in the case of a breach of a covenant or other term
or condition that is curable, only if such breach remains uncured
for a period of three (3) Business Days;

 


(x)           the
occurrence a Material Adverse Effect for a period of more than five
(5) Business Days;

 


(xi)           the
validity or enforceability of any provision of any Transaction
Document (as defined in the Securities Purchase Agreement) shall be
contested by the Company, or a proceeding shall be commenced by the
Company seeking to establish the invalidity or unenforceability
thereof;

 


(xii)           the
Security Documents shall for any reason fail or cease to create a
separate valid and perfected and, except (A) to the extent
permitted by the terms hereof or thereof, first priority Lien on
the Collateral (as defined in the Security Agreement) in favor of
each of the Secured Parties (as defined in the Security Agreement)
or (B) as a result of the act or omission of Holder or the holder
of any Other Note and not materially related to the failure of the
Company to satisfy or tender to satisfy its obligations under the
Security Documents, and such breach remains uncured for a period of
three (3) Business Days after notice from Holder or the holder of
any Other Note of such failure or ceasing;

 


(xiii)                      any
material damage to, or loss, theft or destruction of, any
Collateral, whether or not insured, or any strike, lockout, labor
dispute, embargo, condemnation, act of God or public enemy, or
other casualty which causes, for more than fifteen (15) consecutive
days, the cessation or substantial curtailment of revenue producing
activities at any facility of the Company, if any such event or
circumstance could have a Material Adverse Effect; or

 




 

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(xiv)                      any
Event of Default (as defined in the Other Notes) occurs with
respect to any Other Notes.

 


(b)           Notice
of an Event of Default. Upon the occurrence of an Event of
Default with respect to this Note or any Other Note, the Company
shall within two (2) Business Days deliver written notice thereof
via facsimile and overnight courier (with next day delivery
specified) (an “Event of
Default Notice”) to the Holder. At any time after the
earlier of the Holder’s receipt of an Event of Default Notice
and the Holder becoming aware of an Event of Default, the Holder
may, by notice to the Company (a “Holder Default Notice”), declare
this Note to be forthwith due and payable, whereupon the Principal
and all accrued and unpaid Interest thereon, plus all reasonable
costs of enforcement and collection (including court costs and
reasonable attorney’s fees), shall immediately become and be
forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly
waived by the Company. This Note is intended to be entitled, if the
Company’s assets are insufficient to permit payment in full
in cash of this Note and all the Other Notes, to proportional
payment along with each of the Other Notes to the extent payment is
demanded by the Holder of this Note and the holders of any of the
Other Notes in accordance with the Security Documents. In the event
that the Company reasonably believes that it does not have the
immediate liquidity to repay in full in cash this Note and all the
Other Notes, the Company may, for a period of up to fifteen (15)
Business Days, delay in payment of this Note after acceleration in
connection with a Holder Default Notice to attempt to facilitate
proper allocation of payments among the Holder of this Note and the
holders of the Other Notes in accordance with the Security
Documents and an opportunity for the holders of the Other Notes to
become aware of the Holder Default Notice and promptly to exercise
their rights under the Other Notes and the Security Documents.
Nothing in this Section 4(b) will prevent the Holder from pursuing
enforcement of its rights under the Security
Documents.

 


5.           ADJUSTMENT
OF CONVERSION PRICE.

 


(a)           Adjustment
of Conversion Price upon Subdivision or Combination of Common
Stock. If the Company subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares,
the Conversion Price in effect immediately prior to such
subdivision will be proportionately reduced. If the Company at any
time combines (by combination, reverse stock split or otherwise)
one or more classes of its outstanding shares of Common Stock into
a smaller number of shares, the Conversion Price in effect
immediately prior to such combination will be proportionately
increased. Any adjustment pursuant to this Section 5(a) shall
become effective immediately after the effective date of such
subdivision or combination.

 


(b)           Other
Events. In the event that the Company shall take any action
to which the provisions of Section 5(a) are not strictly
applicable, or, if applicable, would not operate to protect the
Holder from dilution or if any event occurs of the type
contemplated by the provisions of this Section 5 but not expressly
provided for by such provisions, then the Company’s Board of
Directors shall in good faith determine and implement an
appropriate adjustment in the Conversion Price so as to protect the
rights of the Holder, provided that no such adjustment pursuant to
this Section 5(b) will increase the Conversion Price as otherwise
determined pursuant to this Section 5, provided further that if the
Holder does not accept such adjustments as appropriately protecting
its interests hereunder against such dilution, then the
Company’s Board of Directors and the Holder shall agree, in
good faith, upon an independent investment bank of nationally
recognized standing to make such appropriate adjustments, whose
determination shall be final and binding and whose fees and
expenses shall be borne by the Company.

 




 

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6.           NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not,
by amendment of its Certificate of Incorporation or Bylaws or
through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, 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 Note, and
will at all times in good faith carry out all of the provisions of
this Note and take all action as may be required to protect the
rights of the Holder of this Note. Without limiting the generality
of the foregoing, so long as any of the Notes remain outstanding,
the Company (i) shall not increase the par value of any shares
of Common Stock receivable upon conversion of this Note above the
Conversion Price then in effect and (ii) shall take all such
actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the conversion of this Note, including
without limitation complying with Section 7(b) hereof.

 


7.           RESERVATION
OF AUTHORIZED SHARES.

 


(a)           Reservation.
The Company shall at all times reserve and keep available out of
its authorized but unissued shares Common Stock, solely for the
purpose of effecting the conversion of the Note, no less than 100%
of the maximum number of shares issuable on conversion of the Note
(the “Required Reserve
Amount”).

 


(b)           Insufficient
Authorized Shares. If, notwithstanding Section 7(a), and not
in limitation thereof, at any time while any of the Notes remain
outstanding the Company does not have a sufficient number of
authorized and unreserved shares of Common Stock to satisfy its
obligation to reserve a number of shares of Common Stock equal to
the Required Reserve Amount (an “Authorized Share Failure”), then
the Company shall immediately take all action within its power
necessary to increase the Company’s authorized shares of
Common Stock to an amount sufficient to allow the Company to
reserve the Required Reserve Amount for the Notes then outstanding,
including without limitation using its best efforts to secure
necessary Board of Directors and stockholder approvals, as further
described below, to appropriately amend the Company’s
Certificate of Incorporation to provide for such increase. Without
limiting the generality of the foregoing sentence, if not earlier
approved by written consent of the stockholders, as soon as
practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than seventy (70) days after the
occurrence of such Authorized Share Failure, the Company shall hold
a meeting of its stockholders for the approval of an increase in
the number of authorized shares of Common Stock; in connection with
any such meeting, the Company shall provide each stockholders with
a proxy statement and shall use its best efforts to solicit its
stockholders’ approval of such increase in authorized shares
of Common Stock and to cause its Board of Directors to recommend to
the stockholders that they approve such proposal.

 


8.           COVENANTS.
Until all of the Notes have been converted or otherwise satisfied
in accordance with their terms:

 


(a)           Rank.
This Note shall rank senior to all other indebtedness of the
Company, provided that all payments due under this Note shall rank
pari passu with all Other
Notes. The Company agrees that it will not, without the consent of
the Required Note Holders: (i) grant a consensual lien on any of
the Collateral in connection with any other indebtedness for
borrowed money incurred by the Company; (ii) incur any indebtedness
for borrowed money which is senior in right of repayment to the
Notes, or (iii) give any guarantees for borrowed money of the
Company or of any subsidiary of the Company or in respect of any
lease or other obligation of the Company or of a subsidiary that
would be senior in right of payment of the Notes.

 




 

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(b)           Announcement
of Qualified Financing. After such time as the Company
determines that it will consummate a Qualified Financing, it shall
send a notice to the Holder (the “Financing Notice”) of the proposed
consummation date of the Qualified Financing (the expected date of
such consummation is the “Announced Financing Date”), but
such Financing Notice shall be dispatched in any event no later
than three (3) calendar days prior to such Announced Financing
Date. To the extent that the Announced Financing Date is
subsequently advanced or delayed, the Company shall send an amended
Financing Notice of the revised proposed consummation date of the
Qualified Financing to the Holder; provided, however, the Company
may not advance the Announced Financing Date to a date less than
five (5) Business Days after the date of the latest amending
Financing Notice. If any Announced Financing Date is delayed, the
amending Financing Notice will be deemed the establishment of a new
Announced Financing Date and any Conversion Notice given based on a
previously Announced Financing Date will be deemed cancelled unless
the Holder affirms in writing the Conversion Notice as
given.

 


9.           SECURITY.
This Note and the Other Notes are secured to the extent and in the
manner set forth in the Transaction Documents (including, without
limitation, the Security Agreement and the other Security
Documents).

 


10.           AMENDING
THE TERMS OF THIS NOTE. Provisions of this Note may be
amended, modified, or a provision or requirement hereof waived only
(a) with the written consent of the Company and the Holder or, (b)
if this Note and each Other Note then outstanding is similarly
amended, modified or waived, with the written consent of the
Company and the Required Note Holders. If this Note (along with the
Other Notes then outstanding) is amended pursuant to clause (b) of
this Section 10, such amendment shall be binding on the Holder and
each holder of each Other Note whether or not the Holder or such
holder of such Other Note consents thereto.

 


11.           TRANSFER.
This Note and any shares of Common Stock issued upon conversion of
this Note may be offered, sold, assigned or transferred by the
Holder without the consent of the Company, subject only to the
requirements of the Federal and state securities laws and any other
restrictions that may be mutually agreed by the Company and the
Holder hereof.

 


12.           REISSUANCE
OF THIS NOTE.

 


(a)           Transfer.
If this Note is to be transferred, the Holder shall surrender this
Note to the Company, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Note (in accordance with
Section 12(d)), registered as the Holder may request, representing
the outstanding Principal being transferred by the Holder and, if
less than the entire outstanding Principal is being transferred, a
new Note (in accordance with Section 12(d)) to the Holder
representing the outstanding Principal not being
transferred.

 


(b)           Lost,
Stolen or Mutilated Note. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note (as to which a written
certification and the indemnification contemplated below (each a
“Lost Note
Affidavit”) shall suffice as such evidence), and, in
the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary for, and
reasonably acceptable to the Company and, if the Note is converted
in connection with a Qualified Financing, the Company’s
managing underwriter, and, in the case of mutilation, upon
surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note (in accordance with Section
12(d)) representing the outstanding Principal.

 




 

8








 






 

 


(c)           Note
Exchangeable for Different Denominations. This Note is
exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new Note or Notes (in
accordance with Section 12(d) and in principal amounts of at least
$1,000) representing in the aggregate the outstanding Principal of
this Note, and each such new Note will represent such portion of
such outstanding Principal as is designated by the Holder at the
time of such surrender.

 


(d)           Issuance
of New Notes. Whenever the Company is required to issue a
new Note pursuant to the terms of this Note, such new Note (i)
shall be of like tenor with this Note, (ii) shall represent, as
indicated on the face of such new Note, the Principal remaining
outstanding (or in the case of a new Note being issued pursuant to
Section 12(a) or Section 12(c), the Principal designated by the
Holder which, when added to the principal represented by the other
new Notes issued in connection with such issuance, does not exceed
the Principal remaining outstanding under this Note immediately
prior to such issuance of new Notes), (iii) shall have an issuance
date, as indicated on the face of such new Note, which is the same
as the Issuance Date of this Note, (iv) shall have the same rights
and conditions as this Note, and (v) shall represent accrued and
unpaid Interest on the Principal of this Note, from the Issuance
Date.

 


13.           REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE
RELIEF. The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under
this Note and any of the other Transaction Documents at law or in
equity (including a decree of specific performance and/or other
injunctive relief), and nothing
herein shall limit the Holder’s right to pursue
incidental or consequential damages for any failure by the Company
to comply with the terms of this Note. The Company covenants to the
Holder that there shall be no characterization concerning this
instrument other than as expressly provided herein. Amounts set
forth or provided for herein with respect to payments, conversion
and the like (and the computation thereof) shall be the amounts to
be received by the Holder and shall not, except as expressly
provided herein or in the other Transaction Documents, be subject
to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder and
that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or
threatened breach, the Holder shall be entitled, in addition to all
other available remedies, to an injunction restraining any such
breach or any such threatened breach, without the necessity of
showing economic loss and without any bond or other security being
required. The Company shall provide all information and
documentation to the Holder that is reasonably requested by the
Holder to enable the Holder to confirm the Company’s
compliance with the terms and conditions of this Note (including,
without limitation, compliance with Section 5).

 


14.           PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note
is placed in the hands of an attorney for collection or enforcement
of the debt evidenced hereby or is collected or enforced through
any legal proceeding or the Holder otherwise takes action to
collect amounts due under this Note or to enforce the provisions of
this Note or (b) there occurs any bankruptcy, reorganization,
receivership of the Company or other proceedings affecting Company
creditors’ rights and involving a claim under this Note, then
the Company shall pay the reasonable out-of-pocket costs incurred
by the Holder for such collection, enforcement or action or in
connection with such bankruptcy, reorganization, receivership or
other proceeding, including, without limitation, reasonable
attorneys’ fees and disbursements.

 




 

9








 






 

 


15.           CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by
the Company and the Holder and shall not be construed against any
Person as the drafter hereof. The headings of this Note are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Note. Terms used in this Note but defined
in the other Transaction Documents shall have the meanings ascribed
to such terms in such other Transaction Documents.

 


16.           FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of
the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or
privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving
party.

 


17.           DISPUTE
RESOLUTION. If at any time before conversion of this Note,
the Holder and the Company are unable to agree as to the arithmetic
calculation of the Conversion Price the Holder and the Company will
confer in good faith to resolve such disagreement and the Company
shall promptly issue upon conversion of this Note at the number of
shares of Common Stock that are uncontested. Thereafter, the
Company and Holder will confer in good faith to attempt to reach
agreement regarding the Conversion Price with the Required Note
Holders; if the Required Note Holders and the Company agree in
writing upon a Conversion Price, that agreement will be binding on
Holder and all holders of the Other Notes.

 


18.           NOTICES;
PAYMENTS.

 


(a)           Notices.
Whenever notice is required to be given under this Note, unless
otherwise provided herein, such notice shall be given in accordance
with Section 13.1 of the Securities Purchase Agreement. The Company
shall provide the Holder with prompt written notice of all actions
taken pursuant to this Note, including in reasonable detail a
description of such action and the reason therefore. Without
limiting the generality of the foregoing, the Company will give
written notice to the Holder (i) promptly, but in any event within
ten (10) calendar days, upon any adjustment of the Conversion
Price, setting forth in reasonable detail, and certifying, the
calculation of such adjustment and (ii) at least fifteen (15) days
prior to the date on which the Company closes its books or takes a
record with respect to any dividend or distribution upon the Common
Stock.

 


(b)           Payments.
Whenever any payment of cash is to be made by the Company to any
Person pursuant to this Note, unless otherwise expressly set forth
herein, such payment shall be made in lawful money of the United
States of America by a check drawn on the account of the Company
and sent via overnight courier service to such Person at such
address as previously provided to the Company in writing (which
address, in the case of each of the Buyers (as defined in the
Securities Purchase Agreement), which shall initially the address
set forth on the Schedule of Buyers attached to the Securities
Purchase Agreement), provided that the Holder may elect to receive
a payment of cash via wire transfer of immediately available funds
by providing the Company with prior written notice setting out such
request and the Holder’s wire transfer instructions. Whenever
any amount expressed to be due by the terms of this Note is due on
any day which is not a Business Day, the same shall instead be due
on the next succeeding day which is a Business Day.

 


19.           CANCELLATION.
After all Principal, accrued Interest and other amounts at any time
owed on this Note have been paid in full or converted, as the case
may be, this Note shall automatically be deemed canceled and shall
not be reissued.

 




 

10








 






 

 


20.           WAIVER
OF NOTICE. To the extent permitted by law, the Company
hereby irrevocably waives demand, notice, presentment, protest and
all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this
Note.

 


21.           GOVERNING
LAW. This Note shall be construed and enforced in accordance
with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by,
the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than
the State of New York. The Company 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 brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. In the event that any
provision of this Note is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of
any other provision of this Note. Nothing contained herein shall be
deemed or operate to preclude the Holder from bringing suit or
taking other legal action against the Company in any other
jurisdiction to collect on the Company’s obligations to the
Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court ruling in
favor of the Holder. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
HEREBY.

 


22.           CERTAIN
DEFINITIONS. For purposes of this Note, the following terms
shall have the following meanings:

 


(a)           “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.

 


(b)           
“Closing Date”
shall have the meaning set forth in the Securities Purchase
Agreement, which date is the date the Company initially issued
Notes pursuant to the terms of the Securities Purchase
Agreement.

 


(c)           “Common
Stock” means (i) the Company’s shares of
common stock, $0.0001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any
share capital resulting from a reclassification of such common
stock.

 


(d)           “Calculated
Conversion Price” shall mean the lesser of: (a) the
lowest per share price at which Common Stock of the Company is sold
in a Qualified Financing, as applicable, less a discount of twenty
percent (20%), and (b) $2.016.

 




 

11








 





 


(e)           “Conversion
Price Floor” shall mean $1.40.

 


(f)           
“Conversion
Price” shall mean the greater of Calculated Conversion
Price or Conversion Price Floor.

 


(g)           “Conversion
Amount” means the
outstanding and unpaid Principal.

 


(h)           
“GAAP” means
United States generally accepted accounting principles,
consistently applied.

 


(i)           “Interest
Rate” means simple
interest at ten percent (10%) per annum, as may be adjusted from
time to time in accordance with Section 2.

 


(j)           “Maturity
Date” shall mean
December 31, 2018.

 


(k)           
“Person” means
an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency
thereof.

 


(l)           “Qualified
Financing” means the next sale (or series of related
sales) by the Company of Common Stock following the date of this
Note resulting in aggregate gross cash proceeds to the Company of
at least $7,000,000 (before commissions or other expenses and
excluding the value of the Notes that convert at the time of the
Qualified Financing)

 


(m)           
“SEC” means the
United States Securities and Exchange Commission or the successor
thereto.

 


(n)           “Securities
Purchase Agreement” means that certain securities
purchase agreement, dated as of the Closing Date, by and among the
Company and the initial holders of the Notes pursuant to which the
Company issued the Notes, as may be amended from time to
time.

 


(o)           “Security
Agreement” means that certain security agreement,
dated as of the Closing Date, by and among the Company and the
initial holders of the Notes, as may be amended from time to
time.

 


(p)           “Security
Documents” has the meaning given to it in the Security
Agreement.

 


23.           MAXIMUM
PAYMENTS. Nothing contained in this Note shall, or shall be
deemed to, establish or require the payment of a rate of interest
or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid or
other charges under this Note exceeds the maximum permitted by such
law, any payments in excess of such maximum shall be credited
against amounts owed by the Company to the Holder and thus refunded
to the Company.

 


24.           SURRENDER
OR ACKNOWLEDGEMENT AND CERTIFICATION: Upon payment in full
or conversion of this Note, Holder shall surrender the original
physical copy of this Note for cancellation; alternatively, if the
Holder promptly requests in connection with such payment or
conversion, the Holder may deliver to the Company a signed
acknowledgement of payment in full and a certification that the
Holder has cancelled or destroyed the Note in a form reasonably
acceptable to the Company.

 


[signature
page follows]

 




 

12








 






 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly
executed as of the Issuance Date set out above.

 


 


	


ENDRA LIFE SCIENCES INC.


 

 


 


	

By: 


	

Francois
Michelon


	

President and
CEO







 




 

13








 







EXHIBIT I

 


 

 



ENDRA LIVE SCIENCES INC.

 



CONVERSION NOTICE

 


Reference is made
to the Senior Secured Convertible Note (the “Note”) issued to the undersigned
by Endra Life Sciences Inc. (the “Company”). In accordance with and
pursuant to the Note, the undersigned hereby elects to convert the
Conversion Amount (as defined in the Note) of the Note indicated
below into shares of common stock, $0.0001 par value per share (the
“Common Stock”),
of the Company, as of the date specified below.

 


	

Date of
Conversion:

	
 


	

Aggregate
Conversion Amount to be converted:

	
 


	

Conversion
Price:

	
 


	

Number
of shares of Common Stock to be issued:

	
 


	

Please
issue the Common Stock into which the Note is being converted in
the following name and to the following address:


	

Issue
to:

	
 


	
 

	
 


	
 

	
 


	

Facsimile
Number:

	
 


	

Holder:

	
 


	

By:

	
 


	

Title:

	
 


	

Dated:

	
 









 

14








 







EXHIBIT II

 



ACKNOWLEDGMENT

 


The
Company hereby acknowledges this Conversion Notice and hereby
directs _________________ to issue the above indicated number of
shares of Common Stock in accordance with the Transfer Agent
Instructions dated _____________, 20__ from the Company and
acknowledged and agreed to by
________________________.

 


 


	


ENDRA LIFE SCIENCES, INC.


 


	

By: 


	

Name:


	

Title:







 


 


 


 




 

15