Exhibit 4.4


 


MODULAR
MEDICAL, INC.


SUBSCRIPTION
AGREEMENT


This
Subscription Agreement (this “Subscription Agreement”) is dated   ______ _, 2020, by
and between the undersigned identified on the Signature Page hereto (the “Investor”) and Modular Medical
, Inc., a Nevada corporation (the “Company”).


WHEREAS,
the Company has authorized the sale and issuance of 2,000,000 preferred units (the “Preferred Units”),
with each Preferred Unit consisting of (i) one share (a “Share”) of the Company’s 13% Series A
Cumulative Redeemable Perpetual Preferred Stock with a $25.00 liquidation preference amount (the “Series A Preferred
Stock”), and (ii) three (3) common stock purchase warrants, each to purchase one share of the Company’s common
stock (the “Warrant Shares”), at an initial exercise price of $11.00 per share (the “Warrants”
and together with the Shares and the Preferred Units, collectively, the “Purchased Securities”), at
a public offering price of $25.00 per Preferred Unit (the “Purchase Price”);


WHEREAS,
the sale of the Preferred Units (the “Offering”) is being made pursuant to an effective Registration
Statement on Form S-1 (File No.  ) (as amended and/or supplemented from time to time, the “Registration Statement”)
filed under the Securities Act of 1933, as amended (the “Securities Act”), by the Company with the U.S.
Securities and Exchange Commission (the “Commission”);


WHEREAS,
the Company and [name of Escrow Agent] (the “Escrow Agent”) have entered into an Escrow Agreement, dated
____ __, 2020 (the “Escrow Agreement”), pursuant to which the Escrow Agent has agreed to serve as the
escrow agent in connection with the Offering;


WHEREAS,
all funds for the purchase of Preferred Units in the Offering will prior to the closing of the Offering be deposited in a bank
account at _____ (Account No.: _____) (the “Escrow Account”) maintained by the Escrow Agent;


WHEREAS,
the Investor desires to purchase a certain amount of Preferred Units from the Company.


NOW,
THEREFORE, in consideration of the foregoing and of the covenants contained herein, the sufficiency of which is hereby mutually
accepted, the parties hereby agree as follows:


 


		1.	Subscription.



 


(a)       
Investor agrees to buy and the Company agrees to sell and issue to Investor such number of Preferred Units as set forth on the
signature page hereto (the “Signature Page”), for an aggregate purchase price equal to the product of
(x) the aggregate number of Preferred Units the Investor has agreed to purchase and (y) the Purchase Price.


(b)       
The Preferred Units are being offered by the Company on a “reasonable best efforts” basis. The completion of the purchase
and sale of the Preferred Units (the “Closing”) shall take place at a place and time to be specified
by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).



    	 



    	 



    




		2.	Procedure.
                                         Prior to the Closing Date (as defined below), the Investor will:



 


		(a)	Subscription
                                         Agreement. Complete and execute this Subscription Agreement and deliver it to
                                         the Escrow Agent at the address set forth below for forwarding to the Company:



[Escrow
Agent]


___________________


___________________


___________________


Attn:


T:
(___) ________


F.:
(___) ________





 


		(b)	Delivery
                                         of Purchase Price. Deliver funds in an amount equal to the Purchase Price multiplied
                                         by the number of Preferred Units to which such Investor has subscribed to the Escrow
                                         Agent by:



(i)    
Wire Transfer: 


[Escrow
Agent]


_________________


_________________


ABA
No.:


Account
No.:             


 


(ii)  
Certified  Check:


make
certified payable to: “________, as Escrow Agent for Modular Medical, Inc.” and forward to:


[Escrow
Agent]


________________


________________


________________


Attn:
____________


T:
(__) _________


F.:
(__) _________


 


		3.	Closing
                                         Date; Termination Date. 



 


(a)   
As set forth in the Prospectus, the Preferred Units are being offered by the Company for a period that will commence on the date
of the Prospectus and terminate on the first to occur of (i) the date all of the Preferred Units have been fully subscribed for,
(ii) ____ __, 2020, or (iii) when the Company so determines, in its sole discretion, without notice (“Termination
Date”). No further subscriptions for the Preferred Units will be accepted by the Company after the Termination Date.
There is no minimum dollar amount or number of Preferred Units that must be sold to effectuate [the closing] [an initial or any
subsequent closing] of the Offering and all proceeds from subscribers of Preferred Units will be retained by the Company.



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(b)  
At the time of Closing, at the direction of the Company, the Escrow Agent will release the balance of the Escrow Account
for collection by the Company as provided in the Escrow Agreement and the Company shall deliver to the Investor the Purchased
Securities being purchased on the Closing Date, through the facilities of DTC, and such Purchased Securities shall be registered
in the names of the Investors in the denominations set forth in the Subscription Agreements. The Shares and the Warrants
included in the Preferred Units will be immediately separable upon delivery. The date on which the Escrow Agent releases the balance
of the Escrow Account for collection by the Company against delivery of the Preferred Units to the Investors as described above,
is hereinafter referred to as the “Closing Date.”


 


4.     Return of Funds. Upon the occurrence of the Termination Date, the Escrow Agent will promptly return the
funds to the Investors without interest or deduction.


5.     Investor Representations.


 


		(a)	The
                                         Investor represents that it has received (or otherwise had made available to it by the
                                         filing by the Company of an electronic version thereof with the Commission) the final
                                         prospectus in connection with the Registration Statement pursuant to Rule 424(b) of the
                                         Securities Act, prior to or in connection with the receipt of this Subscription Agreement.



		(b)	The
                                         Investor represents that it understands and hereby acknowledges that the Investor’s
                                         subscription for the Preferred Units indicated on the Signature Page hereto may be accepted
                                         or rejected in whole or in part by the Company, for any reason or no reason, and in its
                                         sole and absolute discretion.



		(c)	The
                                         Investor represents that (i) it has had no position, office or other material relationship
                                         within the past three years with the Company or persons known to it to be affiliates
                                         of the Company, (ii) it is not a member of the Financial Industry Regulatory Authority,
                                         Inc. (“FINRA”) or an Associated Person (as such term
                                         is defined under the FINRA’s NASD Membership and Registration Rules Section 1011)
                                         as of the Closing, and (iii) neither the Investor nor any group of Investors (as
                                         such term is used in Rule 13d-5 under the Exchange Act (as defined below)) of which the
                                         Investor is a part in connection with the Offering, has acquired, or obtained the right
                                         to acquire, 10% or more of the common stock of the Company (or securities convertible
                                         into or exchangeable or exercisable for common stock of the Company) or the voting power
                                         of the Company on a post-transaction basis.







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6.     Acceptance. No offer by the Investor to buy Preferred Units will be accepted and no part of the Purchase Price will
be delivered to the Company until the Company has accepted such offer, or a portion thereof, by countersigning a copy of this
Subscription Agreement and delivering a fully-executed version of this Subscription Agreement, and any such offer may be withdrawn
or revoked, without obligation or commitment of any kind, at any time prior to such execution and delivery by the Company. If
the Company rejects a subscription, or a portion thereof, for the Preferred Units, the deposited Purchase Price for the rejected
subscription, or a portion thereof as the case may be, shall be returned by the Escrow Agent to the Investor, without interest
thereon or deduction therefrom.


7.     Company Confirmation. The Investor acknowledges and agrees that such Investor’s receipt of the Company’s
signed counterpart to this Subscription Agreement, together with the Prospectus (or the filing by the Company of an electronic
version thereof with the Commission), shall constitute written confirmation of the Company’s sale of the Preferred Units
to such Investor.


8.     Not a Firm Commitment Offering. The Investor acknowledges that the Offering is being conducted on a “reasonable
best efforts” basis and is not being underwritten on a “firm commitment” basis. The Company, however, receives
the right to pay broker/dealers (“Selling Agents”) up to 8.0% of the purchase price paid by any Purchasers
in this Offering that was introduced to the Company by the Selling Agents.


9.     Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and
shall be mailed (registered or certified mail, return receipt requested), personally delivered or sent by facsimile transmission
and confirmed, or by electronic transmission via PDF, and shall be deemed given when so delivered or faxed and confirmed or transmitted
or if mailed, two days after such mailing.





	 	If
to the Escrow Agent:


[Escrow
Agent].


_________________


_________________


_________________


Attn:
_____________





 


If
to the Company:


Modular
Medical, Inc.


16772
W. Bernardo Drive


San
Diego, California 92127


Attn:
Chief Executive Officer


contracts@modular-medical.com


 


With
a copy (which shall not constitute notice) to:


Gusrae
Kaplan Nusbaum PLLC


120
Wall Street, 25th Floor


New
York, New York 10005


Attn:
Lawrence G. Nusbaum










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10.  
Changes. This Subscription Agreement may not be modified or amended except pursuant to an instrument in writing
signed by the Company and the Investor.


11.  
Headings. The headings of the various sections of this Subscription Agreement have been inserted for convenience
of reference only and will not be deemed to be part of this Subscription Agreement.


12.  
Severability. In case any provision contained in this Subscription Agreement is invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be
affected or impaired thereby.


13.  
Governing Law. This Subscription Agreement will be governed by, and construed in accordance with, the internal laws
of the State of New York, without giving effect to the principles of conflicts of law that would require the application of the
laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Subscription Agreement and any other this Subscription Agreement (whether brought against
a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of this Subscription Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding.


14.  
Counterparts. This Subscription Agreement may be executed in two or more counterparts, each of which will constitute
an original, but all of which, when taken together, will constitute but one instrument, and will become effective when one or
more counterparts have been signed by each party hereto and delivered to the other parties.





[SIGNATURE
PAGE FOLLOWS]




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IN
WITNESS WHEREOF, the Investor has executed this Subscription Agreement as of the date written below.





	 	 	 
	Issuer:	 	Modular
    Medical, Inc.
	 	 
	Purchase
    Price :	 	$            
	 	 
	Number
    of Preferred Units  being Purchased by Investor:	 	 
	 	 
	Total
    Purchase Price (Number of Preferred Units  multiplied by Purchase Price):	 	$            





	 	 	 	 	 	 	 
	INVESTOR:	 	 	 	CO-INVESTOR
    (if any):
	 	 	 
	 	 	 	 	 
	Name
    of Investor	 	 	 	Name
    of Co-Investor, if applicable
	 	 	 
	 	 	 	 	 
	Signature
    of Investor	 	 	 	Signature
    of Co-Investor, if applicable
	 	 	 
	 	 	 	 	 
	Social
    Security Number (SSN) or Fed Tax ID (EIN)	 	 	 	Social
    Security Number (SSN) or Fed Tax ID (EIN)
	 	 	 
	Date: 	                    	 	 	 	Date: 	                     


The
Preferred Unis subscribed for hereby are being purchased as follows:


(Check
One)


         individually


         joint
tenants


         joint
tenants with right of survivorship


         tenants
in common


         partnership


         limited
liability company


            as
custodian, trustee or agent for


                       
                                 corporation 




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	Investor’s
    Name and	 	 	 	Co-Investor’s
    Name and Business
	Business
    Address (please print or type)	 	 	 	Address
    (please print or type):
	Phone
    Number/Email address	 	 	 	Phone
    Number/Email Address
	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 





	 	 	 	 	 
	Investor’s
    Residence Address	 	 	 	Co-Investor’s
    Residence Address
	(please
    print or type):	 	 	 	(please
    print or type):
	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 







 


 



The
foregoing Subscription is hereby accepted.






	 	 	 
	 	MODULAR MEDICAL, INC.
	 	 	
	 	By: 	
	 	 	Name: Paul DiPerna
	 	 	 
	 	 	Title: Chairman, Chief Executive
	 	 	 
	 	 	Officer, Chief Financial Officer,
	 	 	 
	 	 	Secretary and Treasurer





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