0001213900-21-046840 Sample Contracts

Contract
2015 Note Subscription Agreement • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

This 2015 Note Subscription Agreement, dated as of ________________, 2021 (this “Agreement”), is entered into by and between HeartBeam, Inc., a Delaware corporation (the “Company”), and the person or entity listed on the signature page hereto (the “Investor”).

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AMENDMENT TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

This Amendment to Convertible Promissory Notes, dated as of March 2, 2017, (the “Amendment”), is entered into by and among HeartBeam, Inc. (the “Company”) and certain holders of convertible promissory notes issued by the Company (the “Investors”). Capitalized terms not defined herein shall have the terms ascribed to them in the Subscription Agreements (as defined below) or the Notes (as defined below).

AMENDMENT NO. 5 TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

This Amendment No. 5 to Convertible Promissory Notes, effective as of May 13, 2020 (the “Amendment”), is entered into by and among HeartBeam, Inc. (the “Company”) and certain holders of convertible promissory notes issued by the Company (the “Investors”). Capitalized terms not defined herein shall have the terms ascribed to them in the Subscription Agreements (as defined below) or the Notes (as defined below).

HEARTBEAM, INC. AMENDMENT NO. 4 TO 2015 NOTE SUBSCRIPTION AGREEMENTS
2015 Note Subscription Agreements • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

This Amendment No. 4 to 2015 Note Subscription Agreements (this “Amendment”) is made and entered into as of September _6_, 2018 (the “Effective Date”) by and among HeartBeam, Inc., a Delaware corporation (the “Company”) and certain of the persons and/or entities (each, an “Investor” and together, the “Investors”) set forth on the signature pages to the Subscription Agreements (as defined below). Capitalized terms not defined herein shall have the terms ascribed to them in the Subscription Agreements (as defined below) or the Notes (as defined below).

AMENDMENT NO. 6 TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

THIS AMENDMENT NO. 6 TO CONVERTIBLE PROMISSORY NOTES (this “Amendment”) is made and entered into effective as of date a majority of the note holders have signed (“Effective Date”), by and between HEARTBEAM, INC., a Delaware corporation (the “Company”) and certain holders of convertible promissory notes issued by the Company (the “Investors” and each an “Investor”). All capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings given to such terms in the Note.

HEARTBEAM, INC. Action By Unanimous Written Consent of the Board of Directors
Amendment of 2015 Notes and Note Subscription Agreements • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus

Pursuant to Section 141(f) of the Delaware General Corporation Law and the bylaws of HeartBeam, Inc., a Delaware corporation (the “Company”), the undersigned, constituting all the members of the board of directors of the Company (the “Board”), resolve as follows:

AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

This Amendment No. 4 to Convertible Promissory Notes, dated as of September __6_, 2018 (the “Amendment”), is entered into by and among HeartBeam, Inc. (the “Company”) and certain holders of convertible promissory notes issued by the Company (the “Investors”). Capitalized terms not defined herein shall have the terms ascribed to them in the Subscription Agreements (as defined below) or the Notes (as defined below).

AMENDMENT NO. 1 TO 2015 NOTE SUBSCRIPTION AGREEMENTS
2015 Note Subscription Agreements • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

This Amendment No. 1 to 2015 Note Subscription Agreements (this “Amendment”) is made and entered into as of May 3, 2016 (the “Effective Date”) by and among HeartBeam, Inc., a Delaware corporation (the “Company”) and certain of the persons and/or entities (each, an “Investor” and together, the “Investors”) set forth on the signature pages to the Subscription Agreements (as defined below). Capitalized terms not defined herein shall have the terms ascribed to them in the Subscription Agreements (as defined below) or the Notes (as defined below).

HEARTBEAM, INC. AMENDMENT NO. 2 TO 2015 NOTE SUBSCRIPTION AGREEMENTS
2015 Note Subscription Agreements • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

This Amendment No. 2 to 2015 Note Subscription Agreements (this “Amendment”) is made and entered into as of March 2, 2017, (the “Effective Date”) by and among HeartBeam, Inc., a Delaware corporation (the “Company”) and certain of the persons and/or entities (each, an “Investor” and together, the “Investors”) set forth on the signature pages to the Subscription Agreements (as defined below). Capitalized terms not defined herein shall have the terms ascribed to them in the Subscription Agreements (as defined below) or the Notes (as defined below).

HEARTBEAM, INC. AMENDMENT NO. 5 TO 2015 NOTE SUBSCRIPTION AGREEMENTS
2015 Note Subscription Agreements • September 7th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California

This Amendment No. 5 to 2015 Note Subscription Agreements (this “Amendment”) is made and entered into effective as of May 13, 2020 (the “Effective Date”) by and among HeartBeam, Inc., a Delaware corporation (the “Company”) and certain of the persons and/or entities (each, an “Investor” and together, the “Investors”) set forth on the signature pages to the Subscription Agreements (as defined below). Capitalized terms not defined herein shall have the terms ascribed to them in the Subscription Agreements (as defined below) or the Notes (as defined below).

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