PROMISSORY NOTE
Exhibit 4.9
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January __, 2016
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FOR
VALUE RECEIVED, Endra, Inc., a
Delaware corporation (“Borrower”), promises to pay to the
order of ____________ (“Lender”) the principal sum of
________________ Dollars ($_______), or such other amount as shall
have been advanced and be outstanding hereunder and remain unpaid,
without interest thereon.
On the
date hereof, Xxxxxx made a loan to Borrower in the amount of
$_______. Following making such loan, the principal amount of this
promissory note (this “Note”) at any time shall be equal
to such amount less the aggregate amount of all repayments of
principal of this Note made by Borrower through such
time.
All
outstanding amounts under this Note shall be due and payable upon
the earlier of (1) completion by the Company of an equity financing
of $4.0 million or more and (2) the one-year anniversary of the
date hereof (the “Maturity
Date”).
This
Note is one of several identical promissory notes issued by
Borrower to certain of the members of its Board of Directors on the
date hereof (collectively, the “Promissory Notes”). All payments
to be made by Borrower upon any Promissory Note shall be paid
proportionally among the holders of all such Promissory Notes based
upon the total outstanding principal amounts thereof.
Borrower shall have
the right at any time and from time to time to prepay this Note in
whole or in part, without any prepayment premium. Any prepayment
shall be applied in the manner above provided.
Each of
the following shall constitute an “Event of Default”
hereunder: (1) commencement by Borrower of a voluntary case or
other proceeding seeking liquidation, a reorganization or other
relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar laws now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or all or substantially
of its property, or consent by Borrower to any such relief or to
the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or the
making of a general assignment for the benefit of creditors; (2)
commencement of an involuntary case or other proceeding against
Borrower seeking liquidation, reorganization or other relief with
respect to Borrower or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other
similar official for Borrower or all or substantially all of its
property, and such involuntary case or other proceeding shall
remain undismissed and unstayed for period of 30 consecutive days;
and (3) failure to pay amounts outstanding and due and payable
under this Note following five days written notice thereof from
Lender.
Upon
the occurrence of an Event of Default, the entire principal balance
of this Note shall become immediately due and payable whereupon the
holder hereof shall also have such other rights and remedies as may
be available hereunder and under applicable law, all of which shall
be cumulative.
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Borrower shall pay
all reasonable out-of-pocket costs and expenses reasonably incurred
by Xxxxxx or then holder of this Note to enforce payment of this
Note when due and payable, including reasonable attorney’s
fees and other out-of-pocket expenses of collection.
All
parties to this Note, including endorsers, sureties and guarantors,
if any, hereby waive presentment for payment, demand, protest,
notice of nonpayment, or dishonor, and any and all other notices
and demands whatsoever, and agree to remain bound until this Note
is paid in full, notwithstanding any extension or extensions of
time for payment which may be granted, even though the period or
periods of extension may be indefinite, and notwithstanding any
inaction by, or failure to assert any legal rights available to,
the holder of this Note. This Note shall be governed, constructed
and enforced in accordance with the laws of the State of
Delaware.
No
amendment, modification, termination or waiver of any provision of
this Note shall be effective unless the same shall be in writing
and signed by Xxxxxxxx, and either Lender or the then holder of
this Note at the time of such amendment, modification, termination
or waiver.
IN
WITNESS WHEREOF, the undersigned has caused this instrument to be
duly executed as of the day and year first above
written.
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LENDER
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ENDRA, INC. |
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/s/
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Name:
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Name:
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Title:
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Title:
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