Exhibit 4.3


 


HEARTBEAM, INC.


 


AMENDMENT NO. 1 TO 2015 NOTE
SUBSCRIPTION AGREEMENTS


 


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).


 


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 $1,000,000 (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 $1,000,000.


 


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 $2,000,000.


 


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 $2,000,000.”


 






     


     


    

 


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. 1 to 2015 Note Subscription Agreements effective as of the Effective Date.


 


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



 



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The parties are executing this Amendment No. 1 to 2015
Note Subscription Agreements effective as of the Effective Date.


 


Majority Note holders:


 


	Branislav Vajdic	 
	 	 	 
	By:	/s/ Branislav Vajdic	 
	Title:	Self	 
	 	 	 
	Wim Elfrink	 
	 	 	 
	By:	/s/ Wim Elfrink	 
	Title:	Trustee, Elfrink Living Trust	 
	 	 	 
	William Lanfri	 
	 	 	 
	By:	/s/ William Lanfri	 
	Title:	Manager, Pont Holdings, LLC	 
	 	 	 
	Stephen P. Mullaney	 
	 	 	 
	By:	/s/ Stephen P. Mullaney	 
	Title:	Trustee, Mullaney Family Trust	 


 


 


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