Amendment No. 1 to Subscription Agreement and Security Agreement



 Exhibit 10.4 
 AMENDMENT NO. 1 
 TO 

SUBSCRIPTION AGREEMENT AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 1 (the “Amendment”) is dated as of May 23, 2012, by and among Cambridge Heart, Inc., a Delaware corporation (the “Company”), a
Majority in Interest of the Subscribers (defined below) and, with respect to the Security Agreement, Collateral Agents, LLC. Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Subscription
Agreements (defined below). 
 WHEREAS, on January 17, 2012, the Company entered into two Subscription Agreements
between the Company and the subscribers party thereto (the “January Subscription Agreements”) pursuant to which the Company issued and sold 8% Secured Convertible Notes due on July 17, 2013 (the “Notes”) in the
aggregate principal amount of $2,500,000 and related Warrants and Additional Investment Rights (the “Initial Closing”); 
 WHEREAS, the January Subscription Agreements contemplated that the Company would offer and issue, in one or more closings, an additional principal amount of Notes equal to up to $1,500,000 and a
corresponding amount of Warrants and Additional Investment Rights, each on substantially the same terms and conditions as granted or issued pursuant to the January Subscription Agreements, for which a closing was required to be completed on or
before February 28, 2012 (an “Additional Offering”); 
 WHEREAS, pursuant to the January
Subscription Agreements, the Company entered into a Security Agreement, dated as of January 17, 2012 (the “Security Agreement”), by and among the Company, the Subscribers and Collateral Agents, LLC, in its capacity as
collateral agent for (a) the holders of Notes that were issued on January 17, 2012 (collectively, the “Initial Notes”); (b) the holders of Notes that were issued in one or more Additional Offerings on or before
February 28, 2012 (the “2012 Notes”); and (c) the holders of the Company’s 8% Secured Convertible Notes which are issuable upon the exercise of the Additional Investment Rights (the “Additional
Notes”) (such holders of Initial Notes, 2012 Notes and Additional Notes, together with their endorsees, transferees and assigns collectively, the “Secured Parties”); 

WHEREAS, on February 28, 2012, the Company entered into a Subscription Agreement between the Company and the subscribers
party thereto (together with the subscribers party to the January Subscription Agreements, the “Subscribers”) pursuant to which the Company issued and sold Notes in the aggregate principal amount of $440,000 and related Warrants and
Additional Investment Rights (together with the January Subscription Agreements, the “Subscription Agreements”); and 
 WHEREAS, the Company and a Majority in Interest of the Subscribers desire to amend the Subscription Agreements and the Security Agreement to permit the Company to offer and issue an additional
principal amount of Notes equal to up to $1,060,000 and a corresponding amount of Warrants and Additional Investment Rights, each on substantially the same terms and conditions as granted or issued pursuant to the January Subscription Agreements in
one or more closings after February 28, 2012 and on or before June 30, 2012 (the “Further Offerings”), to permit investors in such Further Offerings to become Secured Parties under the Security Agreement, and to extend the
Effective Date of the Registration Statement filed pursuant to the Subscription Agreements from June 1, 2012 until June 30, 2012. 
 NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Amendment, the Company and a Majority in Interest of the Subscribers hereby agree as follows:

 1. Each of the Subscription Agreements is hereby amended by deleting “February 28, 2012” in clause (vi) of
Section 12(a) and inserting “June 30, 2012” in lieu thereof. 







 2. Each of the Subscription Agreements is hereby amended by deleting the second sentence
“June 1, 2012” in clause (i) of Section 11.1 and inserting “June 30, 2012” in lieu thereof. 
 3.
For the avoidance of doubt, the parties hereto confirm that any Further Offering shall constitute an “Additional Offering” for all purposes under the Transaction Documents and all shares of common stock issuable upon conversion of any
Notes issued at the closing of such Further Offering, including interest for the entire term of such Notes, and all shares of common stock issuable upon exercise of any Warrants issued at the closing of such Further Offering shall constitute
“Additional Registrable Shares” for purposes of the Transaction Documents, and may be included in the resale Registration Statement (File No. 333-180719) filed by the Company pursuant to the Subscriptions Agreements (the
“Registration Statement”). 
 4. The Subscribers consent, as required under Section 9(w) of the
Subscription Agreements, to the filing by the Company of a pre-effective amendment to the Registration Statement in order to include the Additional Registrable Shares from the Further Offerings in the Registration Statement. Notwithstanding anything
to the contrary contained in the Subscription Agreements, the Company may delay making a request for acceleration of the effectiveness of the Registration Statement to the extent necessary to file a pre-effective amendment to the Registration
Statement in order to include the Additional Registrable Shares from the Further Offerings in the Registration Statement. 
 5.
The Company undertakes to disclose the material terms of this Amendment on a Form 8-K as soon as practicable following the effectiveness of the Amendment and in any event on or before May 31, 2012. The Company undertakes to disclose publicly on
a Form 8-K the material terms of any Further Offering as soon as practicable following the closing of such offering and in any event not later than four business days after the closing date of such offering. 

6. The Security Agreement is hereby amended by deleting “February 28, 2012” in the preamble and inserting “June 30,
2012” in lieu thereof. 
 7. The Subscription Agreements and the Security Agreement, each as amended hereby, are hereby
ratified and confirmed and shall continue in full force and effect. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of the Subscription Agreement or the
other Transaction Documents. 
 8. This Amendment may be executed in any number of counterparts and by the different signatories
hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic
signature or other similar electronic means with the same force and effect as if such signature page were an original thereof. The provisions of Sections 14(a), 14(d), 14(e), 14(h) and 14(k) of the Subscription Agreements are incorporated herein by
reference and are made a part hereof as fully as if set forth herein. 
 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the
day and year first above written. 
  

			
	CAMBRIDGE HEART, INC.
		
	By:	 	 /s/ Ali Haghighi-Mood

		 	Name: Ali Haghighi-Mood
		 	Title: President and Chief Executive Officer


  

			
	ACKNOWLEDGED AND AGREED:
	
	COLLATERAL AGENT
	
	COLLATERAL AGENTS LLC
		
	By:	 	 /s/ Robert Schechter

		 	Name: Robert Schechter
		 	Title: CEO

 [-SIGNATURE PAGES OF THE SUBSCRIBERS FOLLOW-] 








 [SIGNATURE PAGE OF SUBSCRIBER TO AMENDMENT NO. 1] 

 


			
	SUBSCRIBERS
	
	ALPHA CAPITAL ANSTALT
		
	By:	 	 /s/ Konrad Ackerman

		 	Name: Konrad Ackerman
		 	Title: Director
	Aggregate Principal Amount of Notes: $500,000
	
	 /s/ Luis Martins

	Luis Martins
	Aggregate Principal Amount of Notes: $450,000
	
	 /s/ Roderick de Greef

	Roderick de Greef
	Aggregate Principal Amount of Notes: $300,000
	
	BRIO CAPITAL LP
		
	By:	 	 /s/ Shaye Hirsch

		 	Name: Shaye Hirsch
		 	Title: Managing Partner
	Aggregate Principal Amount of Notes: $250,000
	
	 /s/ Steven Etra

	Steven Etra
	Aggregate Principal Amount of Notes: $220,000
	
	OSIRIS INVESTMENT PARTNERS, L.P.
		
	By:	 	 /s/ Paul Stuka

		 	Name: Paul Stuka
		 	Title: Principal and Managing Partner
	Aggregate Principal Amount of Notes: $170,000









 [SIGNATURE PAGE OF SUBSCRIBER TO AMENDMENT NO. 1] 

 


			
	  

	Francis Howard
	Aggregate Principal Amount of Notes: $150,000
	
	SANDOR CAPITAL MASTER FUND, L.P.
		
	By:	 	  

		 	 Name:

		 	 Title:

	Aggregate Principal Amount of Notes: $150,000
	
	  

	 Jack and Mary Garson, JTWROS
 Aggregate Principal Amount of Notes: $110,000

	
	  

	 John Peter Christensen
 Aggregate Principal Amount of Notes: $100,000

	
	 /s/ Saba Malak

	 Saba Malak

Aggregate Principal Amount of Notes: $85,000

	
	  

	 Scott E. Douglass
 Aggregate Principal Amount of Notes: $75,000

	
	  

	 Michael Brodherson
 Aggregate Principal Amount of Notes: $55,000

	
	  
 George M. Abraham
 Aggregate Principal Amount of Notes: $50,000










 [SIGNATURE PAGE OF SUBSCRIBER TO AMENDMENT NO. 1] 

 


			
	CRANSHIRE CAPITAL MASTER FUND, LTD.
		
	By:	 	  

		 	 Name:

Title:

	Aggregate Principal Amount of Notes: $50,000
	
	  
 Frank Garofalo
 Aggregate Principal Amount of Notes: $50,000

	
	  
 Randy Meeks
 Aggregate Principal Amount of Notes: $50,000

	
	  
 Steven M. Sack
 Aggregate Principal Amount of Notes: $50,000

	
	  
 John J. Shaw
 Aggregate Principal Amount of Notes: $50,000

	
	  
 Jacques Smith
 Aggregate Principal Amount of Notes: $25,000