UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, HeartBeam, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company LLC (the “Representative”) and with the other underwriters, if any, 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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 2, 2023, between HeartBeam Inc., a Delaware 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 • November 17th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November 15, 2021 (the “Issuance Date”) between HeartBeam, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 17th, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • New York
HEARTBEAM, Inc. COMMON STOCK SALES AGREEMENTSales Agreement • February 2nd, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • New York
HeartBeam, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
ATM Sales AgreementHeartBeam, Inc. • May 2nd, 2024 • Surgical & medical instruments & apparatus • New York
HeartBeam, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Public Ventures, LLC (the “Agent”), as follows:
ContractCommon Stock Purchase Warrant • November 8th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2021, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE OFFERING (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BENCHMARK COMPANY LLC.
ContractPlacement Agent Warrant • April 17th, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Contract2015 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”).
HEARTBEAM, INC.Old Agreement • December 27th, 2021 • HeartBeam, Inc. • Surgical & medical instruments & apparatus
AMENDMENT TO CONVERTIBLE PROMISSORY NOTESHeartBeam, Inc. • September 7th, 2021 • 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 NOTESHeartBeam, Inc. • September 7th, 2021 • 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).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • April 10th, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus
This Subscription Escrow Agreement (the “Escrow Agreement”), dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”), by and among the corporation identified on Schedule 1 (the “Issuer”), Public Ventures, LLC, and Delaware Trust Company, as escrow agent hereunder (the “Escrow Agent”).
HEARTBEAM, INC. AMENDMENT NO. 4 TO 2015 NOTE SUBSCRIPTION AGREEMENTSNote 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).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • August 8th, 2022 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California
This Supplemental Agreement (this “Supplemental Agreement”) is made as of August 2, 2022 (the “Effective Date”), by and between HeartBeam, Inc., a Delaware corporation (“HeartBeam”), and LIVMOR, Inc., a Delaware corporation (“LIVMOR”).
AMENDMENT NO. 6 TO CONVERTIBLE PROMISSORY NOTESConvertible 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.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • Florida
This First Amendment dated as of March 7, 2023 to that certain Securities Purchase Agreement (this “Agreement”) dated as of February 28, 2023, between HeartBeam, Inc., a Delaware corporation (the “Company”), and Maverick Capital Partners, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the SPA (as defined below).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 9th, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • Florida
This First Amendment dated as of March 7, 2023 to that certain Note Purchase Agreement (this “Agreement”) dated as of February 28, 2023, between HeartBeam, Inc., a Delaware corporation (the “Company”), and Maverick Capital Partners, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the NPA (as defined below).
PARTNERSHIP AGREEMENTPartnership Agreement • February 2nd, 2022 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • California
This Partnership Agreement is made and entered into as of January 31, 2022 (“Effective Date”) between HeartBeam, Inc., a Delaware corporation (“HeartBeam”), and LIVMOR, Inc., a Delaware corporation (“LIVMOR”).
HEARTBEAM, INC. Action By Unanimous Written Consent of the Board of DirectorsHeartBeam, Inc. • September 7th, 2021 • 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 NOTESHeartBeam, Inc. • September 7th, 2021 • 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).
HEARTBEAM, INC. AMENDMENT NO. 7 TO 2015 NOTE SUBSCRIPTION AGREEMENTSHeartBeam, Inc. • October 12th, 2021 • Surgical & medical instruments & apparatus • California
This Amendment No. 7 to 2015 Note Subscription Agreements (this “Amendment”) is made and entered into as of October 7, 2021 (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2022 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February18, 2022, between HeartBeam, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (“Purchaser”).
Subscription AgreementSubscription Agreement • April 10th, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus
This subscription (this “Subscription”) is dated [●], 2023, by and between the investor identified on the signature page hereto (the “Investor”) and HeartBeam, Inc., a Delaware corporation (the “Company”). The parties agree as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 3rd, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of February __, 2023, by and between HeartBeam, Inc., a Delaware corporation (the “Company”), and Maverick Capital Partners, LLC, a Delaware limited liability company (the “Investor”).
Ximedica Standard Business Terms and ConditionsHeartBeam, Inc. • October 12th, 2021 • Surgical & medical instruments & apparatus • New York
These Standard Business Terms and Conditions (the “Terms”) are entered in by and between HeartBeam, Inc., a California Corporation with principal offices located at 2118 Walsh Road, Santa Clara (“CLIENT”) and Ximedica, LLC, a Rhode Island limited liability company (“XIMEDICA”) (each a “Party” and together the “Parties”) in connection with Proposal ID # HBM20210210 Rev D (the “Proposal”, and together with the Terms, the “Agreement”).
AMENDMENT NO. 1 TO 2015 NOTE SUBSCRIPTION AGREEMENTSHeartBeam, Inc. • September 7th, 2021 • 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.Employment Agreement • January 24th, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus
This employment agreement (the “Agreement”) supersedes your consulting agreement of November 13, 2019 last amended November 1, 2022 (the “Old Agreement”), both agreements between you and HeartBeam, Inc. (the “Company”).
HEARTBEAM, INC. AMENDMENT NO. 2 TO 2015 NOTE SUBSCRIPTION AGREEMENTSHeartBeam, Inc. • September 7th, 2021 • 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 AGREEMENTSHeartBeam, Inc. • September 7th, 2021 • 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).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 3rd, 2023 • HeartBeam, Inc. • Surgical & medical instruments & apparatus • Florida
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of February __, 2023, by and between HeartBeam, Inc., a Delaware corporation (the “Company”), and Maverick Capital Partners, LLC, a Delaware limited liability company (the “Investor”).
