SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 22, 2021, is by and among Heart Test Laboratories, Inc. (d/b/a HeartSciences), a Texas corporation with offices located at 550 Reserve Street, Suite 360, Southlake, TX 76092 USA (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF HEART TEST LABORATORIES, INC. Void afterWarrant Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS CERTIFIES THAT, for value received, , or their registered successors or assigns (hereinafter, the “Holder”), is entitled to purchase, subject to the conditions set forth below, at any time or from time to time during the Exercise Period (as defined in subsection 1.1 below), ( ) fully-paid and non-assessable shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of Heart Test Laboratories, Inc., a Texas corporation (the “Company”), at an exercise price of $0.25 per share, subject to adjustment as provided in Section 3 below (the “Exercise Price”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2021, is by and among Heart Test Laboratories, Inc. (d/b/a HeartSciences), a Texas corporation with offices located at 550 Reserve Street, Suite 360, Southlake, TX 76092 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
HEART TEST LABORATORIES, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This LOAN AND SECURITY AGREEMENT (“Agreement”) is made as of April __ , 2020 (the “Effective Date”) by and between Heart Test Laboratories, Inc. d/b/a Heart Sciences, a Texas corporation (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV”), and John Q. Adams, a Texas resident, or his assigns (“JQA”) (FRV and JQA each a “Lender” and together the “Lenders”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT EXTENSIONLoan and Security Agreement Extension • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of September 30, 2021, by and among Heart Test Laboratories, Inc., a Texas corporation, (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV”), and John Q. Adams, a Texas resident, or his assigns, (“JQA”) (FRV and JQA each a “Lender” and together the “Lenders”) as defined in the Original Agreement (as defined below).
SECURITY AGREEMENT AND PLEDGESecurity Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS SECURITY AGREEMENT AND PLEDGE (this “Security Agreemenf1 dated as of March 14, 2014, is entered into by and between HEART TEST LABORATORIES, INC., a Texas corporation (“HTL”), having its principal place of business at 5712 Colleyville Blvd., Suite 229, Colleyville, Texas 76034, and GUANGREN “GARY” CHEN, an individual U.S. citizen (“Chen”).
ContractTechnology Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS 2013 TECHNOLOGY AGREEMENT (the “Agreement”) is made and entered into as of the 31 day of December, 2013 (the “Effective Date”) by and between GUANGREN “GARY” CHEN, an individual U.S. citizen (“Chen”) and HEART TEST LABORATORIES, INC., a Texas corporation having its principal place of business at 5712 Colleyville Blvd., Suite 229, Colleyville, Texas 76034 (“HTL”). Chen and HTL are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO.1 TO SECURED CONVERTIBLE PROMISSORY NOTESSecured Convertible Promissory Notes • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Amendment to Secured Convertible Promissory Notes (this “Amendment”), dated as of November 2, 2021 (the “Effective Date”), is by and among Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and the Requisite Noteholders. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Notes (as defined below).
Chief Executive Officer Heart Test Laboratories, IncLicensing Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
EVALUATION, OPTION AND LICENSE AGREEMENT between THE UNIVERSITY COURT OF THE UNIVERSITY OF GLASGOW and HEART TEST LABORATORIES Dated: Ref: UOF00l.02173Evaluation, Option and License Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
So, by way of example only, if in one year the total number of Products sold by the Company or its Sub-Licensees is 1,000, the royalty due under this Clause 8.2 shall be $110,000 for that year (i.e. 250 x $125 + 250 x $115 + 250 x $105 + 250 x $95).
FIRST AMENDMENT OF 2013 TECHNOLOGY AGREEMENTTechnology Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIRST AMENDMENT OF 2013 TECHNOLOGY AGREEMENT (this “Amendment”) is made and entered into as of the 13 day of March, 2017 (the “Effective Date”) by and between GUANGREN “GARY” CHEN, an individual U.S. citizen residing at Shanghai China (“Chen”) and HEART TEST LABORATORIES, INC., a Texas corporation having its principal place of business at 1301 Solana Boulevard, Suite 1527, Westlake, Texas 76262 (“HTL”). Chen and HTL are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “No.2 Amendment”) is made and entered into as of November 3, 2021, by and among Heart Test Laboratories, Inc., a Texas corporation, (the “Company”), Front Range Ventures LLC, a Wyoming limited liability company, or its assigns (“FRV”), and John Q. Adams, a Texas resident, or his assigns, (“JQA”) (FRV and JQA each a “Lender” and together the “Lenders”) as defined in the Original Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • England and Wales
This CONSULTING AGREEMENT (this “Agreement”) is entered into and is effective as of June 25, 2013 (the “Effective Date”), by and between KYNGSTONE LIMITED, a company registered in England (“Consultant”), and Heart Test Laboratories Inc, a Texas Corporation (“HTL”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Employment Agreement (“Agreement”) is made as of March 7, 2017 (the “Effective Date”) by and between Heart Test Laboratories, Inc., a Texas corporation with principal offices at 1301 Solana Blvd, Suite 1527, Westlake, TX 76262 (“HTL”, “Company” or “Employer”) and Mark Hilz whose primary residence is 528 East Hickory Ridge Circle, Argyle, Texas 76226 (“you” or “Employee”).
Master AssignmentMaster Assignment • February 28th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Assignment (“Assignment”) dated January 1, 2014, (“Effective Date”), is by GUANGREN “GARY” CHEN, an individual U.S. citizen, (“Grantor”) and HEART TEST LABORATORIES, INC., a Texas corporation having its principal place of business at 5712 Colleyville Blvd., Suite 229, Colleyville, Texas 76034 (“Grantee”).
