Exhibit 4.2


 


2015 NOTE SUBSCRIPTION AGREEMENT


 


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”).


 


RECITALS



 


A. On
the terms and subject to the conditions set forth herein, the Investor is willing to purchase from the Company, and the Company is willing
to sell to such Investor, a 2015 convertible promissory note in the form of Exhibit A hereto (a “Note”)
in the principal amount set forth opposite such Investor’s name on the signature page hereto.


 


B. The
Company may, in its sole discretion, issue and sell additional 2015 convertible promissory notes in a form substantially similar to the
Note (each, also a “Note” and together with all other Notes, the “Notes”) to certain other investors
identified by the Company from time to time (each, also an “Investor” and together with all other Investors, the “Investors”)
pursuant to a 2015 note subscription agreement in a form substantially similar to this Agreement (each, also an “Agreement”
and together with all other Agreements, the “Agreements”), provided the aggregate amount of Note principal issued and
sold pursuant to all such Agreements does not exceed $5,000,000.


 


C. Capitalized
terms not otherwise defined herein shall have the meaning set forth in the Note.


 


AGREEMENT


 


NOW THEREFORE, in consideration
of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


1. The
Note.


 


(a) Issuance
of Note. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor, and the Investor
agrees to purchase from the Company, a Note in the principal amount set forth opposite such Investor’s name on the signature page
hereto.


 


(b) Delivery.
The sale and purchase of the Note shall take place at a closing (the “Closing”) to be held on the date of this
Agreement (the “Closing Date”). At the Closing, the Company will deliver to the Investor the Note to be purchased by
such Investor, against receipt by the Company of the corresponding purchase price set forth on the signature page hereto (the “Purchase
Price”). The Note will be registered in such Investor’s name in the Company’s records.


 


(c) Use
of Proceeds. The proceeds of the sale and issuance of the Note shall be used for general corporate purposes.


 


2. Representations
and Warranties of the Company. The Company represents and warrants to the Investor that:


 


(a) Due Incorporation, Qualification,
etc. The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of
Delaware; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted;
and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the
failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.



 



     


     


    

 


(b) Authority.
The execution, delivery and performance by the Company of each Transaction Document to be executed by the Company and the consummation
of the transactions contemplated thereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary
actions on the part of the Company, its officers, directors and stockholders.


 


(c) Enforceability.
Each Transaction Document executed, or to be executed, by the Company has been, or will be, duly executed and delivered by the Company
and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement
of creditors’ rights generally and general principles of equity.


 


(d) Compliance
with Other Instruments. Neither the authorization, execution and delivery of this Agreement, nor the issuance and delivery of the
Note, will constitute or result in a material default or violation of any law or regulation applicable to the Company or any material
term or provision of the Company's current Certificate of Incorporation or bylaws or any material agreement or instrument by which it
is bound or to which its properties or assets are subject.


 


(e) No
“Bad Actor” Disqualification. The Company has exercised reasonable care, in accordance with Securities and Exchange Commission
rules and guidance, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications
described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To the Company’s
knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3) under the Securities Act. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e)
under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities
Act, including the Company; any predecessor or affiliate of the Company; any director, executive officer, other officer participating
in the offering, general partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act)
connected with the Company in any capacity at the time of the sale of the Note; and any person that has been or will be paid (directly
or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Note (a “Solicitor”),
any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering
of any Solicitor or general partner or managing member of any Solicitor.


 


3. Representations
and Warranties of the Investor. The Investor represents and warrants to the Company upon the acquisition of a Note as follows:


 


(a) Binding
Obligation. The Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity.


 


(b) Securities
Law Compliance. The Investor has been advised that the Note and the underlying securities have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws and, therefore, cannot be resold unless
they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements
is available. Such Investor is aware that the Company is under no obligation to effect any such registration with respect to the Note
or the underlying securities or to file for or comply with any exemption from registration. Such Investor has not been formed solely for
the purpose of making this investment and is purchasing the Note to be acquired by such Investor hereunder for its own account for investment,
not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Investor has no present
intention of selling, granting any participation in, or otherwise distributing the same. Such Investor has such knowledge and experience
in financial and business matters that such Investor is capable of evaluating the merits and risks of such investment, is able to incur
a complete loss of such investment without impairing such Investor’s financial condition and is able to bear the economic risk of
such investment for an indefinite period of time. Such Investor is an “accredited investor” as such term is defined in Rule 501
of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably
requested by the Company. The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal
place of business) is correctly set forth beneath such Investor’s name on the signature page hereto.


 






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(c) Access
to Information. The Investor acknowledges that the Company has given such Investor access to the corporate records and accounts of
the Company and to all information in its possession relating to the Company, has made its officers and representatives available for
interview by such Investor, and has furnished such Investor with all documents and other information required for such Investor to make
an informed decision with respect to the purchase of the Note.


 


(d) No
“Bad Actor” Disqualification Events. Neither (i)  Investor, (ii) any of its directors, executive officers, other
officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any
beneficial owner of any of the Company’s voting equity securities (in accordance with Rule 506(d) of the Securities Act) held
by such Investor is subject to any Disqualification Event (as defined in Section 2(e)), except for Disqualification Events covered
by Rule 506(d)(2) or (d)(3) under the Securities Act and disclosed reasonably in advance of the Closing in writing in reasonable
detail to the Company.


 


4. Miscellaneous.


 


(a) Waivers
and Amendments. Any provision of this Agreement and the Note may be amended, waived or modified only upon the written consent of the
Company and the Investors representing a majority of all principal then owing pursuant to outstanding Notes issued pursuant to the Agreements
(a “Majority in Interest of Investors”). Any amendment or waiver effected in accordance with this paragraph shall be
binding upon all of the Investors with respect to their Notes.


 


(b) Governing
Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other
state.


 


(c) Survival.
The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.


 


(d) Successors
and Assigns. The rights and obligations of the Company and the Investor shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.


 


(e) Entire
Agreement. This Agreement together with the Note constitute and contain the entire agreement between the Company and Investor and
supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written
or oral, respecting the subject matter hereof.


 






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(f) Notices.
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall in writing and faxed,
mailed or delivered to each party as follows: (i) if to the Investor, at such Investor’s address or facsimile number set forth
on the signature page hereto, or at such other address as such Investor shall have furnished the Company in writing, or (ii) if to
the Company, Attn: President, 2118 Walsh Ave., Suite 210, Santa Clara, CA 95050, or at such other address as the Company shall have furnished
to the Investor in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received,
(ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation),
(iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after
being deposited in the U.S. mail, first class with postage prepaid.


 


(g) Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.


 


(h) Waiver
of Potential Conflicts of Interest.  Each of the Investors and the Company acknowledges that Wilson Sonsini Goodrich & Rosati,
Professional Corporation (“WSGR”) may have represented and may currently represent certain of the Investors. In the
course of such representation, WSGR may have come into possession of confidential information relating to Investor. The Investor and the
Company acknowledge that WSGR is representing only the Company in this transaction. The Investor and the Company understands that an affiliate
of WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State
Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested
in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors
and the Company hereby waives any actual or potential conflict of interest which may arise as a result of WSGR’s representation
of such persons and entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate
in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel
concerning the giving of this waiver.


 


(Signature
Page Follows)




 




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The foregoing 2015 Note Subscription Agreement
is hereby confirmed and accepted by the Company as of ____________, 2021.


 


	 	HeartBeam, Inc.
	 	 
	 	By:	 
	 	Name:  	Richard Brounstein
	 	Title: 	CFO
	 	 
	 	2118 Walsh Avenue, Suite 210
	 	Santa Clara, CA 95050


 


	Note Amount:	 
	 	 
	$______________	(Signature)
	 	 
	 	 
	 	(Print Name)
	 	 
	 	 
	 	(Name as it should appear on the Note,
	 	if different than above)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Address, cont.)
	 	 
	 	 
	 	(Email)


 


[Signature page for 2015 Note Subscription Agreement]


 




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Exhibit A


 


FORM OF 2015 CONVERTIBLE PROMISSORY NOTE