Exhibit
4.12


 


HEARTBEAM,
INC.


 


AMENDMENT
NO. 7 TO 2015 NOTE SUBSCRIPTION AGREEMENTS


 


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).


 


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 (each, a “Note” and together,
the “Notes”), pursuant to the Subscription Agreements.


 


C.
Recital B of each Subscription Agreement, as previously amended, provides that the aggregate amount of Note principal issued and sold
pursuant to all such Subscription Agreements shall not exceed $5,000,000.


 


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 $5,500,000.


 


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 $6,000,000.”


 


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 or previously 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)


 




     -2-


     


    


 


The
parties are executing this Amendment No. 7 to 2015 Note Subscription Agreements effective as of the Effective Date.


 


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



 


The
parties are executing this Amendment No. 7 to 2015 Note Subscription Agreements effective as of the Effective Date.


 





	 	INVESTOR:
	 	 
	 	By:	/s/
    Branislav Vajdic
	 	Print Signatory
    Name: Branislav Vajdic
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/
    Wim Elfrink
	 	Print Signatory
    Name: Wim Elfrink
	 	Investor name:
    Elfrink Living Trust
	 	(applicable
    if stockholder is an entity)
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/
    Wim Elfrink
	 	Print Signatory
    Name: Wim Elfrink
	 	Investor Name:
    WPE Ventures Partnership
	 	(applicable
    if stockholder is an entity)
	 	Title: Partner
	 	(applicable
    if stockholder is an entity)






 





HeartBeam,
Inc.


Amendment
No. 6 to 2015 Note Subscriptions Agreements


 






      


     


    

 





	 	INVESTOR:
	 	 
	 	By:	 /s/ Wim Elfrink
	 	Print Signatory Name: Wim Elfrink
	 	Investor Name: C Elfrink and W Elfrink
	 	 	(applicable if stockholder is an entity)
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ Scott Murano
	 	Print Signatory Name: Scott Murano
	 	Investor Name: WS Investment Company LLC
	 	(applicable if stockholder is an entity)
	 	Title: Principle
	 	 	(applicable if stockholder is an entity)
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ Stephen Mullaney
	 	Print Signatory Name: Stephen Mullaney, trustee
	 	Investor Name: Mullaney Family Trust
	 	 	(applicable if stockholder is an entity)
	 	 
	 	INVESTOR:
	 	 
	 	By:	 /s/ Richard Brounstein
	 	Print Signatory Name: Richard Brounstein, trustee
	 	Investor Name: Trust of Richard and Stephanie Brounstein
	 	 	(applicable if stockholder is an entity)
	 	 
	 	INVESTOR:
	 	 
	 	By:	 /s/ Richard Brounstein
	 	Print Signatory Name: Richard Brounstein
	 	Investor Name: CTRLCFO, LLC
	 	(applicable if stockholder is an entity)
	 	Title: President
	 	 	(applicable if stockholder is an entity)









 


HeartBeam,
Inc.


Amendment
No. 7 to 2015 Note Subscriptions Agreements




 






      


     


    

 





	 	INVESTOR:
	 	 
	 	By: 	/s/ James O’Rourke
	 	Print Signatory Name: James O’Rourke





 





	 	INVESTOR:
	 	 
	 	By:	 /s/ William Lanfri
	 	Print Signatory Name: William Lanfri
	 	Investor Name: Pont Holdings, LLC
	 	 	(applicable if stockholder is an entity)





 





	 	INVESTOR:
	 	 
	 	By: 	/s/
    Dawn O’Rourke
	 	Print Signatory Name: Dawn O’Rourke
	 	Investor Name: Dawn and Michael O’Rourke
	 	 	(applicable if stockholder
    is an entity)
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/ Daya Menon
	 	Print Signatory Name: Daya Menon
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/ Richard
    Strock
	 	Print Signatory Name: Richard Strock
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ Richard
    Strock
	 	Print Signatory Name: Richard Strock
	 	Investor Name: Richard Strock PS Plan
	 	 	(applicable if stockholder
    is an entity)



 


HeartBeam,
Inc.


Amendment
No. 7 to 2015 Note Subscriptions Agreements


 






      


     


    

 





	 	INVESTOR:
	 	 
	 	By:	/s/ Dr. Barry
    Mangel
	 	Print Signatory Name: Barry Mangel
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/ Jeffery
    Taggart
	 	Print Signatory Name: Jeffrey Taggart
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/ Dr. Charles
    Brown III
	 	Print Signatory Name: Charles Brown III
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ Sharmila
    Patel
	 	Print Signatory Name: Sharmila Patel





 





	 	INVESTOR:
	 	 
	 	By:	/s/
    David Herman
	 	Print Signatory Name: David Herman
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/ Howard
    Herman
	 	Print Signatory Name: Howard Herman
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/ Mark Herman
	 	Print Signatory Name: Mark Herman, trustee
	 	Investor Name: Howard L. Herman Trust
	 	 	(applicable if stockholder is an entity)



 


HeartBeam,
Inc.


Amendment
No. 7 to 2015 Note Subscriptions Agreements



 






      


     


    




 





	 	INVESTOR:
	 	 
	 	By:	/s/ Scott
    Miglori
	 	Print Signatory Name: Scott Miglori
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ James
    T. Black
	 	Print Signatory Name: James T. Black
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ James
    T. Black
	 	Print Signatory Name: James T. Black, owner
	 	Investor Name: Go West Ventures LLC
	 	 	(applicable if stockholder is an entity)
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ Mark Manocha
	 	Print Signatory Name: Mark Manocha





 





	 	INVESTOR:
	 	 
	 	By:	/s/
    Richard Wang
	 	Print Signatory Name: Richard Wang
	 	 
	 	INVESTOR:
	 	 
	 	By:	/s/ Daniel
    Brounstein
	 	Print Signatory Name: Daniel Brounstein
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ Kevin
    Wells
	 	Print Signatory Name: Kevin Wells



 


HeartBeam,
Inc.


Amendment
No. 7 to 2015 Note Subscriptions Agreements





 






      


     


    




 


	 	INVESTOR:
	 	 
	 	By:	/s/ Predrag
    Saponac
	 	Print Signatory Name: Predrag Saponac
	 	 
	 	INVESTOR:
	 	 
	 	By: 	/s/ Mohammad
    Otahbachi
	 	Print Signatory
    Name: Mohammad Otahbachi 


 


HeartBeam,
Inc.


Amendment
No. 7 to 2015 Note Subscriptions Agreements