COMMON STOCK PURCHASE WARRANT HEART TEST LABORATORIES, INC.Common Stock Purchase Warrant • September 21st, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the completion of the Additional Financing or Holder’s affirmative waiver of the requirement for the Company to complete the Additional Financing (the “Initial Exercise Date”) and on or prior to the five (5) year anniversary following the completion of the Additional Financing or Holder’s affirmative waiver of the requirement for the Company to complete the Additional Financing (the “Termination Date”), which shall be automatically extended in six (6) month increments (not to exceed forty-eight (48) months) should the Holder reach the Beneficial Ownership Limitation and cannot exercise the Warrant, but not thereafter, to subscribe for and purchase
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2023, between Heart Test Laboratories, Inc. (d/b/a HeartSciences), a Texas corporation (the “Company”), and Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation (the “Purchaser”). The Company and the Purchaser are each referred to herein as a “Party” and collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENT between Heart Test Laboratories, Inc. and Icahn School of Medicine at Mount SinaiExclusive License Agreement • September 21st, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Exclusive License Agreement (this “Agreement”) is by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, with a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”) and Heart Test Laboratories, Inc. d/b/a HeartSciences a Texas corporation, with a principal place of business at 550 Reserve Street, Suite 360, Southlake, TX 76092 (referred to herein as (“Licensee”). This Agreement shall become effective upon the Closing (the “Effective Date”), which shall be deemed the Closing Date. Mount Sinai and Licensee are each referred to herein as a “Party” and collectively as the “Parties.” Terms not defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement between the Parties, executed contemporaneously herewith (the “SPA”) and annexed hereto as Exhibit A.
NON-EXCLUSIVE LICENSE AGREEMENT between Heart Test Laboratories, Inc. and Icahn School of Medicine at Mount SinaiNon-Exclusive License Agreement • September 21st, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Non-Exclusive License Agreement (this “Agreement”) is by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, with a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”) and Heart Test Laboratories, Inc. d/b/a HeartSciences a Texas corporation, with a principal place of business at 550 Reserve Street, Suite 360, Southlake, TX 76092 (referred to herein as (“Licensee”). This Agreement shall become effective upon the Closing (the “Effective Date”), which shall be deemed the Closing Date. Mount Sinai and Licensee are each referred to herein as a “Party” and collectively as the “Parties.” Terms not defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement between the Parties, executed contemporaneously herewith (the “SPA”) and annexed hereto as Exhibit A.
