0001654954-16-004197 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________ by and between ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).

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Endra, Inc. SUBSCRIPTION AGREEMENT
Subscription Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • California
WARRANT TO PURCHASE COMMON STOCK OF ENDRA, INC.
Warrant Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • California

This certifies that __________________, or assigns (collectively, the “Holder”), for value received, is entitled to purchase, at an exercise price per share equal to $_____ (the “Exercise Price”), from ENDRA, INC., a Delaware corporation (the “Company”), up to ____________ (_________) fully paid and nonassessable shares of the Company’s Common Stock (the “Common Stock”). This Warrant shall be exercisable at any time from time to time from and after the date of issuance hereof (the “Issuance Date”) up to and including 5:00 p.m. (Pacific Time) on the first to occur of (i) the second (2nd) anniversary of the Issuance Date or (ii) on the closing date of a financing transaction resulting in the Company receiving gross proceeds of at least $5.0 million at a valuation, calculated prior to the date of consummation of the financing, of at least $10.0 million (a “Qualified Financing”) (such earlier date being referred to herein as the “Expiration Date”), upon surrender to the Company at its prin

EXCHANGE AGREEMENT
Exchange Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Agreement (“Agreement”) is entered into as of September __, 2014, by and between Endra, Inc., a Delaware corporation (the “Company”), and ______________ (the “Investor”).

AMENDMENT TO SUBLICENSE AGREEMENT
Sublicense Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus

This Amendment (“Amendment”) to the Sublicense Agreement dated as of August 2, 2007 (the “Agreement”) by and among Endra, Inc., a Delaware corporation (“Endra”), and Optosonics, Inc. (“Optosonics”) is entered into on this 18th day of January, 2011 (the “Amendment Effective Date”). For purposes hereof, all capitalized terms used herein but not defined herein shall have the meanings given to them in the Agreement.

SUBLICENSE AGREEMENT
Sublicense Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts

This Sublicense Agreement (“Agreement”) is entered as of the 2nd day of August, 2007 (“Effective Date”) by and between Optosonics, Inc. (“Optosonics”), a Delaware Corporation, with a place of business at 351 West 10th Street, Suite 250, Indianapolis, Indiana and Endra, Inc. (“Endra”), a Massachusetts corporation with a place of business at 222 Berkeley Street, Boston, Massachusetts 02116.

COLLABORATIVE RESEARCH AGREEMENT
Collaborative Research Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS AGREEMENT is made as of April 22, 2016 (“Effective Date”) by and between General Electric Company, acting through its GE Healthcare business and Global Research unit (“GE”), and ENDRA Inc. a Delaware corporation having its principal place of business at Ann Arbor, MI (“ENDRA”).

PROMISSORY NOTE
Promissory Note • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus

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.

ANN ARBOR, MICHIGAN GROSS LEASE
Gross Lease • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • Michigan

This Lease is made between Landlord and Tenant hereinafter identified in Sections 1(b) and 1(c) hereof, respectively, and constitutes a Lease between the parties of the “Demised Premises” in the “Building,” as defined in Sections 2.2 and 2.1 hereof, respectively, on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth.

CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus
CONSULTING AGREEMENT
Consulting Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • California

THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of July 23, 2014, by and between Endra, Inc., a Michigan corporation (the “Company”), and StoryCorp Consulting, a Nevada corporation (“StoryCorp”).

WARRANT TO PURCHASE COMMON STOCK OF ENDRA, INC.
Warrant Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This certifies that ___________, or assigns (collectively, the “Holder”), for value received, is entitled to purchase, at an exercise price per share equal to $5.72 (the “Exercise Price”), from ENDRA, INC., a Delaware corporation (the “Company”), up to ___________ (___________) fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s Common Stock (the “Common Stock”). This Warrant shall be exercisable at any time from time to time from and after the date of issuance hereof (the “Issuance Date”) up to and including 5:00 p.m. (Pacific Time) on the fifth (5th) anniversary of the Issuance Date (such date being referred to herein as the “Expiration Date”), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with (i) the Form of Subscription attached hereto duly completed and executed and (ii) if applicable, payment pursuant to Section 4 of the aggregate Exercise

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • California

This Securities Purchase Agreement (this “Agreement”), dated as of July 10, 2013, is by and between PureTech Ventures, LLC, a Delaware limited liability corporation (the “Seller”), and each purchaser identified on Schedule A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 21st, 2016 • ENDRA Life Sciences Inc. • Electromedical & electrotherapeutic apparatus • California

This Securities Purchase Agreement (this “Agreement”), dated as of July 10, 2013, is by and between Enlight Biosciences, LLC, a Delaware limited liability corporation (the “Seller”), and each purchaser identified on Schedule A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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