UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Heart Test Laboratories, Inc., a Texas corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF CERTIFICATED WARRANT COMMON STOCK PURCHASE WARRANT HEART TEST LABORATORIES, INC.Heart Test Laboratories, Inc. • June 10th, 2022 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ 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 date hereof (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New York City time) [_] [_], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heart Test Laboratories, Inc., a Texas corporation (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the s
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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 10, 2023, is made by and between HEART TEST LABORATORIES, INC., a Texas corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WARRANT TO PURCHASE COMMON STOCK HEART TEST LABORATORIES, INC.Heart Test Laboratories, Inc. • June 23rd, 2022 • Orthopedic, prosthetic & surgical appliances & supplies
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, The Benchmark Company, LLC, 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 December 17, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to June 17, 2027 at 5:00 p.m. (New York time) (the “Termination Date”) but not thereafter, to subscribe for and purchase from HEART TEST LABORATORIES, INC., a Texas corporation (the “Company”), up to 105,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 7th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
PURCHASE AGREEMENTPurchase Agreement • March 13th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS PURCHASE AGREEMENT (the “Agreement”), dated effective as of March 10, 2023, is made by and between HEART TEST LABORATORIES, INC., a Texas corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • June 7th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 10th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [•] [•], 2022 (the “Issuance Date”) between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and American Stock Transfer & Trust Company, a [•] (the “Warrant Agent”).
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”).
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.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF HEART TEST LABORATORIES, INC. Void afterHeart Test Laboratories, Inc. • February 28th, 2022 • 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”).
HEART TEST LABORATORIES, INC. Up to $3,250,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTDistribution Agreement • September 18th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Heart Test Laboratories, Inc., a Texas corporation (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusive sales agent (the “Agent”), shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), having an aggregate offering price of up to US$3,250,000 (the Common Stock subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
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.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 23rd, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 17, 2022 (the “Issuance Date”) between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
HEART TEST LABORATORIES, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 23rd, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Incentive Stock Option Agreement (the “Agreement”) is entered into between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and __________(the “Optionee”) as of the (Day) day of (Month) (the “Date of Grant”). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows:
HEART TEST LABORATORIES, INC. Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • May 17th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS AGREEMENT is made as of the ______________ (the “Date of Grant”) between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and ____________ (“Optionee”) in order to provide a means through which Optionee is afforded the opportunity to purchase shares of common stock of the Company,
HEART TEST LABORATORIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 23rd, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and __________(the “Optionee”) as of the (Day) day of (Month) (the “Date of Grant”). In consideration of the mutual promises and covenants made herein, the parties hereby agree as follows:
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 24th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this “No. 4 Amendment”) is made and entered into as of January 24, 2023, 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).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Registration Rights Agreement, dated as of __________, 2019 (this “Agreement”), is by and among Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and each Person listed on Schedule A attached hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Employment Agreement (“Agreement”) is made as of April 5, 2022 (the “Effective Date”) by and between Heart Test Laboratories, Inc. dba HeartSciences, a Texas corporation with principal offices at 550 Reserve St, Southlake Tx 76092 (“HTL”, “Company” or “Employer”) and Andrew Simpson (“you” or “Employee”).
Exhibit A COMMON STOCK PURCHASE WARRANT HEART TEST LABORATORIES, INC.Common Stock Purchase Warrant • September 7th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Matthews Southwest Holdings, Inc., a Texas 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 Closing Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heart Test Laboratories, Inc., a Texas corporation (the “Company”), up to ______ shares (subject to the terms and conditions of Section 2 of the Note (as defined below), the “Warrant Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • September 9th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”), dated as of September 8, 2022 (the “Amendment Date”), is by and between Heart Test Laboratories, Inc. (d/b/a HeartSciences), a Texas corporation (the “Company”), and Cavalry Investment Fund, LP (the “Holder”).
Heart Test Laboratories, Inc. AMENDMENT NO. 1 TO equity distribution AGREEMENTEquity Distribution Agreement • November 13th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to that certain equity distribution agreement, dated as of September 18, 2023 (the “Sales Agreement”), by and between Heart Test Laboratories, Inc., a Texas Corporation (the “Company”), and Maxim Group LLC (the “Agent”). Capitalized terms used herein but not otherwise defined are used herein as defined in the Sales Agreement.
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 17th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “No. 3 Amendment”) is made and entered into as of May __, 2022, 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).
Heart Test Laboratories, Inc d/b/a HeartSciencesHeart Test Laboratories, Inc. • July 19th, 2023 • Orthopedic, prosthetic & surgical appliances & supplies
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 and Pledge • 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”).
Contract2013 Technology 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.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 16th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this “No. 5 Amendment”) is made and entered into as of September 29, 2023, 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).
AMENDMENT NO.1 TO SECURED CONVERTIBLE PROMISSORY NOTESConvertible 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).
Heart Test Laboratories, Inc. AMENDMENT NO. 2 TO equity distribution AGREEMENTEquity Distribution Agreement • November 17th, 2023 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to that certain equity distribution agreement, dated as of September 18, 2023, as amended on November 9, 2023 (the “Sales Agreement”), by and between Heart Test Laboratories, Inc., a Texas Corporation (the “Company”), and Maxim Group LLC (the “Agent”). Capitalized terms used herein but not otherwise defined are used herein as defined in the Sales Agreement.
Chief Executive Officer Heart Test Laboratories, IncHeart Test Laboratories, Inc. • February 28th, 2022 • Orthopedic, prosthetic & surgical appliances & supplies
