Exhibit 4.4


 


HEARTBEAM, INC.


 


AMENDMENT NO. 2 TO 2015 NOTE SUBSCRIPTION
AGREEMENTS


 


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).


 


RECITALS


 


A.
The Company and the Investors are parties to certain 2015 Note Subscription Agreements (each, a “Subscription Agreement”
and together, the “Subscription Agreements”), each by and between the Company and the Investor set forth on the signature
page thereto.


 


B.
The Company sold and issued, and the Investors purchased convertible promissory notes in the aggregate principal amount of approximately
$2,000,000 (each, a “Note” and together, the “Notes”), pursuant to the Subscription Agreements.


 


C.
Recital B of each Subscription Agreement provides that the aggregate amount of Note principal issued and sold pursuant to all such
Subscription Agreements shall not exceed $2,000,000.


 


D.
Section 4(a) of each Subscription Agreement provides that the Subscription Agreements may be amended 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 Subscription Agreements (a “Majority in Interest of Investors”).


 


E.
The Company and the undersigned Investors, representing a Majority in Interest of Investors, wish to increase the aggregate principal
amount of all Notes available for sale pursuant to Subscription Agreements to $2,500,000.


 


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.
Amendment to Recital B. Effective as of the Effective Date, Recital B of each Subscription Agreement is hereby amended,
restated and replaced in its entirety with the following language:


 


“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 $2,500,000.”


 






     


     


    

 


2.
Miscellaneous.


 


(a)
Amendment. This Amendment may not be amended, waived, discharged or terminated other than by a written instrument referencing
this Amendment and signed by the Company and the Investors representing a Majority in Interest of Investors.


 


(b)
Governing Law. This Amendment 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)
Entire Agreement. This Amendment, the Notes and the Subscription Agreements, (to the extent not hereby amended), including
the exhibits attached thereto, constitute the full and entire understanding and agreement between the parties for the subjects hereof
and thereof. No party shall be liable or bound to any other party in any manner for the subjects hereof or thereof by any warranties,
representations or covenants except as specifically set forth herein or therein.


 


(d)
Severability. If any provision of this Amendment becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this
Amendment, and such court will replace such illegal, void or unenforceable provision of this Amendment with a valid and enforceable provision
that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision.
The balance of this Amendment shall be enforceable in accordance with its terms.


 


(e)
Counterparts. This Amendment 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.


 


(signature page follows)


 




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The parties are executing
this Amendment No. 2 to 2015 Note Subscription Agreements effective as of the Effective Date.


 


	 	COMPANY:
	 	 
	 	HEARTBEAM, INC.
	 	 
	 	By:	/s/ Richard Brounstein
	 	Name:  	Richard Brounstein
	 	Title:	 CFO









 


HeartBeam, Inc.


Amendment No.2  to 2015 Note Subscriptions
Agreements






 




    -3-


     


    

 


The parties are executing
this Amendment No. 2 to 2015 Note Subscription Agreements effective as of the Effective Date.





 


	 	INVESTOR:
	 	 
	 	By:	/s/
    Wim Elfrink



 


	 	Print
    Signatory Name:	Wim
    Elfrink



 


	 	Investor
    Name: 	WPE
    Ventures Partnership 

(applicable if stockholder is an entity)




 


	 	Title:	President
    
	 	 	(applicable if stockholder
    is an entity)





 


	 	INVESTOR:
	 	 
	 	By:
    	/s/
    William A. Lanfri



 


	 	Print
    Signatory Name:	William
    A Lanfri



 


	 	 
	 	Investor
    Name: 	Pont
    Holdings, LLC 
	 	 	(applicable if stockholder is an entity)



 


	 	Title:	Manager
    
	 	 	(applicable if stockholder
    is an entity)









 



HeartBeam, Inc.


Amendment No.2  to 2015 Note Subscriptions
Agreements



 




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The parties are executing
this Amendment No. 2 to 2015 Note Subscription Agreements effective as of the Effective Date.


 


	 	INVESTOR:
	 	 
	 	By:
    	/s/
    Stephen P. Mullaney



 


	 	Print
    Signatory Name: 	Stephen
    P. Mullaney



 


	 	Investor
    Name: 	The
    Mullaney Family Trust dated December 13, 1994, as amended
	 	 	(applicable
    if stockholder is an entity)



 


	 	Title:
    	Trustee
	 	 	(applicable
    if stockholder is an entity)



 


	 	INVESTOR:
	 	 
	 	By:
    	/s/
    Willem Pieter Elfrink



 


	 	Print
    Signatory Name: 	Willem
    Pieter Elfrink



 


	 	 
	 	Investor
    Name: 	Elfrink
    Living Trust
	 	 	(applicable
    if stockholder is an entity)



 


	 	Title:
    	Trustee
	 	 	(applicable
    if stockholder is an entity)



 


	 	INVESTOR:
	 	 
	 	By:
    	Branislav
    Vajdic



 


	 	Print
    Signatory Name: 	/s/
    Branislav Vajdic



 


HeartBeam, Inc.


Amendment No.2  to 2015 Note Subscriptions
Agreements




 


 


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