THIS INSTRUMENT AND THE OBLIGATIONS AND RIGHTS OF THE PARTIES HERETO ARE SUBJECT TO AND LIMITED BY THE TERMS OF A SUBORDINATION AGREEMENT FOR THE BENEFIT OF UNIBANK FOR SAVINGS, ITS SUCCESSORS AND ASSIGNS.

FORM OF SUBORDINATED PROMISSORY NOTE

US $_______                                    December 19, 2013

Subject to the terms and conditions of this Subordinated Promissory Note (this “ Note ”), for value received, the undersigned Arrhythmia Research Technology, Inc., a Delaware corporation (the “Company”) with an address of 25 Sawyer Passway, Fitchburg, MA 01420, hereby promises to pay to ____________________, an individual residing at ______________________________________ (the “ Holder ”), the principal amount of _______________ Dollars ($_______), with interest thereon, as provided herein.

This Note is one of a series of Subordinated Notes issued by the Company pursuant to a private placement conducted in accordance with Regulation D under the Securities Act of 1933, as amended, all of like tenor, issued as of the date hereof (the “ Original Issue Date ” and, in the case of any Note issued after the Original Issue Date, the “ Issue Date ”) except as to the principal amount and holder thereof. The following is a statement of the rights of the Holder of this Note and the terms and conditions to which this Note is subject, and to which the Holder, by acceptance of this Note, agrees:

1.     Principal Repayment . The outstanding principal amount of this Note shall be due and payable on the Maturity Date (as hereinafter defined), unless this Note has been prepaid in accordance with the terms set forth below.

2.     Interest . Interest shall accrue on the unpaid principal of this Note at a simple annual interest rate equal to ten percent (10%) per annum from the date hereof until the second anniversary of the Original Issue Date and, following the second anniversary shall bear interest at a simple annual interest rate of twelve percent (12%) per annum and until the interest and principal hereunder shall have been repaid in full. Interest only shall be payable in cash on a quarterly basis on or before the fifth business day following the end of each calendar quarter (or portion thereof) hereafter (the “ Quarterly Payment Date ”) unless the Company shall have, prior to the Quarterly Payment Date, received written notice from the Senior Lender (as defined below) deferring such quarterly interest payment (the “ Deferral Notice ”). In the event the Company receives a Deferral Notice it shall provide a copy thereof to the Holder and such quarterly interest payment (and any subsequent quarterly interest payment which may occur) shall be deferred, and no default hereunder shall be deemed to occur hereunder, until the Company’s receipt from the Senior Lender of a notice releasing such quarterly interest payment (and, if applicable, any subsequent quarterly interest payment also released) (the “ Release Notice ”). Upon the Company’s receipt of a Release Notice, the Company shall pay to the Holder the quarterly interest payment(s) so released on or before the fifth business day thereafter. All computations of interest hereunder shall be made on the basis of a year of 365 days based on the actual number of days elapsed (including the first day but excluding the last day) and only on the principal amount hereof or of any such portion which is outstanding. Should the rate of interest as calculated under this Note exceed that allowed by law, the applicable rate of interest will be the maximum rate of interest allowed by applicable law.

3.     Maturity Date . The principal amount of this Note, together with all interest accrued thereon, shall be due and payable by 5:00 p.m. Eastern Standard Time on December 19, 2016 (the “ Maturity Date ”).

4.     Prepayment . The Company shall have the right, at any time following the first anniversary of the Original Issue Date (or Issue Date, as applicable), subject to the prior consent of the Senior Lender (as defined below), to prepay, without penalty or premium, the principal amount of this Note, in whole or in part, together with interest on the portion of the principal so prepaid accrued to the date of prepayment; provided, however, that any such prepayment shall occur with respect to all outstanding Notes pari passu .

5.     Subordination . By acceptance of this Note, the Holder, for itself and its successors and permitted assigns, acknowledges and agrees for the benefit of the Company and its senior lender, UniBank for Savings (together with its successors and assigns, the “ Senior Lender ”) that, notwithstanding any provision of this Note to the contrary, the payment of any interest, principal or any other amounts under this Note, and the performance by the Company of its obligations hereunder, is and shall be expressly subordinated and junior in right of payment to the prior indefeasible payment in full of all Senior Indebtedness (as hereinafter defined), whether now existing or hereafter arising, and is hereby subordinated as a claim against the Company or any of the assets of the Company, whether such claim be in the event of any distribution of the assets of the Company, upon any reorganization or composition or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements involving the Company or the readjustment of its liabilities or any assignment for the benefit of creditors or any marshaling of its assets or liabilities or any general failure of the Company to pay its debts as they become due. All rights of the Holder hereunder are expressly subject to the rights of the Senior Lender as more specifically set forth in that certain Subordination Agreement of event date herewith entered into by the Holder, the terms of which are incorporated herein by reference.

As used herein, the term “ Senior Indebtedness ” shall mean all amounts owed by the Company to the Senior Lender under, and all obligations of the Company pursuant to, the obligations arising under that certain Loan Agreement between the Company and the Senior Lender dated March 29, 2013.

6.     Payment . All payments with respect to this Note shall be made in lawful money of the United States of America at the address of the Holder set forth hereinabove or such other place as the Holder hereof may reasonably designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal.

7.     No Security . This Note is unsecured.

8.     Defaults and Remedies . The entire unpaid principal of this Note shall become and be immediately due and payable upon written demand by the Holder, without any other notice or demand of any kind or any presentment or protest, if any one of the following events (each, an “ Event of Default ”) shall occur and be continuing at the time of such demand, whether voluntarily or involuntarily, or, without limitation, occurring or brought about by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any governmental body:

(a) a receiver, trustee, custodian or similar officer is appointed for the Company, or for any substantial part of its property and such appointment or proceedings remain unstayed or undismissed for a period of 90 days,

(b) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings under the laws of any jurisdiction is instituted (by petition, application or otherwise) against the Company and such appointment or proceedings remain unstayed or undismissed for a period of 90 days,

(c) the Company admits in writing its inability to pay its debts when due,

(d) the Company makes an assignment for the benefit of creditors,

(e) the Company applies for or consents to the appointment of any receiver, trustee, custodian or similar officer for the Company or for any substantial part of its property,

(f) the Company institutes (by petition, application or otherwise) or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings under the laws of any jurisdiction against the Company,

(g) any Indebtedness of the Company in excess of $1,000,000 is accelerated prior to its scheduled maturity date,

(h) the Company fails (other than by reason of Senior Lender’s refusal to consent or issue a Release Notice) to make any principal or interest payment under this Subordinated Note when due and, other than at scheduled maturity, such breach remains uncured for ten (10) days following written notice from any holder of Subordinated Notes, or

(i) The Company has a default declared by the Senior Lender pursuant to the Senior Indebtedness.

9.     Mutilated, Destroyed, Lost or Stolen Note . In case this Note shall become mutilated or defaced, or be destroyed, lost or stolen, the Company shall execute and deliver a new note of like principal amount in exchange and substitute for the mutilated or defaced Note, or in lieu of and in substitution for the destroyed, lost or stolen Note. In the case of a mutilated or defaced Note, the Holder shall surrender such Note to the Company. In the case of any destroyed, lost or stolen Note, the Holder shall furnish to the Company: (a) evidence to its satisfaction of the destruction, loss or theft of such Note, and (b) such security or indemnity as may be reasonably required by the Company to hold the Company harmless.

10.     Assignment . The rights and obligations of the Company and the Holder of this Note shall be binding up, and inure to the benefit of, their permitted successors, assigns, heirs, administrators and transferees. Notwithstanding the foregoing, the Holder may not assign, pledge or otherwise transfer this Note without the prior written consent of the Company. Payment under this Note shall be made only to the registered holder of this Note.

11.     Waiver and Amendment . Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

12.     Notices . Any notice, request or other communication required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed:

(i) if to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof; or

(i)      if to the Company, to the attention of the President and Chief Executive Officer of the Company at the Company’s address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder.

Each such notice or other communication shall, for all purposes of this Note, be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent by mail, at the earlier of its receipt or five days after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Note or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

13.      Governing Law . This Note shall be governed by and construed in accordance with the laws of the State of Delaware, excluding that body of law relating to conflicts of laws.

14.     Severability . If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

IN WITNESS WHEREOF, the Company has caused this Note to be issued in favor of Holder as of the date first above written.

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

By: _________________________________

Salvatore Emma, Jr., President and                                     Chief Executive Officer

SUBORDINATION AGREEMENT

RECITALS :

A. Arrhythmia Research Technology, Inc., a Corporation duly organized and validly existing under the laws of the state of Delaware having a principal place of business at 25 Sawyer Passway, Fitchburg, Massachusetts (hereinafter called the “Borrower”) is indebted to ________________________________ (hereinafter called the “Subordinated Creditor”) in the original principal amount of $___________________ as evidenced by a Promissory Note dated ____________________ (the “Subordinated Note”); and

B. The Borrower, the Subordinated Creditor and certain other parties have requested UniBank for Savings (hereinafter called the “Bank”) to grant financial accommodations to the Borrower, and the Bank has indicated that it is unwilling to do so unless the Borrower and the Subordinated Creditor shall join in this Agreement and the Subordinated Creditor shall subordinate, to the extent and in the manner hereinafter set forth, the indebtedness hereinbefore referred to and also all other Subordinated Debt to all Bank Debt (each as defined below).

NOW, THEREFORE, in consideration of the premises and as an inducement to the Bank to grant financial accommodations to the Borrower, whether by loan or advance or extension of time for the payment of Bank Debt or otherwise, and in consideration of the granting thereof, the Borrower and the Subordinated Creditor represent and warrant to and covenant with and for the benefit of the Bank as follows:

1. Definitions . For purposes hereof the following terms shall have the meanings set forth below:

Bank Debt means all Indebtedness of the Borrower to the Bank.

Borrower Insolvency means any voluntary or involuntary dissolution, winding-up, total or partial liquidation or reorganization or restructuring, whether by judicial proceedings or otherwise, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements, including any proceeding under the Federal Bankruptcy Code or any similar law of any other jurisdiction, involving the Borrower or any guarantor of the Subordinated Debt or any of their present or future subsidiaries or any of their respective properties or the readjustment of the respective liabilities of the Borrower or any such other person or any assignment for the benefit of creditors or any marshaling of the assets or liabilities of the Borrower or any such other person.

Indebtedness means all indebtedness to the person specified, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, whether or not known or contemplated at the date of this Agreement. Such terms include, without limitation, all principal and interest (whether such interest accrues or is payable before, during or after a Borrower Insolvency, or otherwise), all fees, expenses, indemnities, collection costs and other amounts related to any such Indebtedness and, in each case, includes all extensions, renewals and refinancing of any such Indebtedness.

Subordinated Debt means all Indebtedness of the Borrower to the Subordinated Creditor, including but not limited to the Indebtedness evidenced by the Subordinated Note.

2. Subordination

(a) Subordination . To the extent and in the manner provided in this Agreement, the payment of any Subordinated Debt is and shall be expressly subordinated and junior in right of payment to the prior payment in full of all Bank Debt, and the Subordinated Debt is hereby subordinated as a claim against the Borrower, any of its subsidiaries, any guarantor of the Bank Debt or any of their respective assets to the prior payment in full of the Bank Debt, in each case whether such claim be (i) in the ordinary course of business or (ii) in the event of any Borrower Insolvency; or (iii) otherwise.

(b) Prohibited Payments, Transfers, Liens . The Borrower shall not grant and the Subordinated Creditor shall not accept or seek to create any security interest or liens to or in any property or assets of the Borrower. Except as permitted by Section 2(c) below, the Borrower shall not directly or indirectly, make any payment (whether principal, interest, in cash, securities or any other medium, by conversion, exchange or otherwise) on account of or transfer any collateral for any part of the Subordinated Debt. The Subordinated Creditor shall not demand or accept from the Borrower or any other person any such payment or collateral, nor cancel, set off or otherwise discharge any part of the Subordinated Debt; and neither the Borrower nor the Subordinated Creditor shall otherwise take or permit any action prejudicial to or inconsistent with the Bank’s senior priority position over the Subordinated Creditor and the Subordinated Debt created by this Agreement.

(c) Permitted Payments. Notwithstanding the provisions of Sections 2(a) and 2(b) hereof, the Borrower shall be entitled to pay the Subordinated Creditor and the Subordinated Creditor shall be entitled to receive regularly scheduled quarterly payments of interest only when and as due pursuant to the terms of the Subordinated Note (specifically excluding regular installment payments of principal and the payment of principal due upon maturity or demand) if, but only if, the Subordinated Creditor has not received notice from the Bank that an Event of Default or an event which with the giving of notice or the passage of time would constitute an event of default (a “Default”) exists with respect to any Bank Debt, or any document evidencing, governing, securing or executed in connection with any Bank Debt.

(d) No Revisions, Prepayment or Acceleration . No terms or conditions of the Subordinated Note shall be amended or modified and no payments under the Subordinated Note shall be prepaid or accelerated without the Bank’s prior written consent which consent may be given or withheld in the Bank’s sole discretion.

3. Payment in Full .

(a) For the purposes of this Agreement, no Bank Debt shall be deemed to have been paid in full unless the holder thereof shall have received and shall have been permitted to retain cash equal to the full amount thereof then outstanding and such Bank Debt shall have been fully and indefeasibly discharged.

(b) If all Bank Debt is at any time or times hereafter paid in full and thereafter the Borrower again becomes indebted to the Bank, the provisions of this Agreement shall apply to such new Bank Debt unless before the same is incurred the Subordinated Creditor notifies the Bank in writing to the contrary. If, in reliance upon this Agreement, the Bank grants loans or extensions or takes other action, after the death or incapacity of, or the termination of this Agreement by the Subordinated Creditor, but prior to the receipt by the Bank of written notice of such death, incapacity or termination, the Bank’s rights shall be the same as they would have been had such death, incapacity or termination not occurred, and the Borrower and the Subordinated Creditor shall indemnify the Bank and save it harmless from and against any loss, cost, liability or expense which it may have incurred or suffered by reason of any action so taken by it.

4. Restrictive Legend. The Borrower and the Subordinated Creditor shall make appropriate notations in their books and records to show the subordinate character of the Subordinated Debt. All Subordinated Notes shall conspicuously recite on their face that:

"THIS INSTRUMENT AND THE OBLIGATIONS AND RIGHTS OF THE PARTIES HERETO ARE SUBJECT TO AND LIMITED BY THE TERMS OF A SUBORDINATION AGREEMENT FOR THE BENEFIT OF UNIBANK FOR SAVINGS, ITS SUCCESSORS AND ASSIGNS."

5. Restrictions on Remedies . The Subordinated Creditor shall not, without the Bank’s prior written consent, accelerate the maturity of, or institute proceedings or take any other action to enforce, any Subordinated Debt, notwithstanding any provision to the contrary contained in any Subordinated Debt or in any agreement or instrument relating thereto. Without limiting the generality of the foregoing sentence, the Subordinated Creditor shall not, without the Bank’s prior written consent, commence or join with any other creditor of the Borrower in commencing any Borrower Insolvency.

6. Borrower Insolvency .

(a) In the event of any Borrower Insolvency, all Bank Debt shall first be paid in full in cash before any payment is made on account of any Subordinated Debt. In any proceedings relating to a Borrower Insolvency any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable to or deliverable in respect of any such Subordinated Debt shall be paid or delivered directly to the Bank for application to payment of the Bank Debt unless and until all Bank Debt shall have been paid in full.

(b) In any proceedings with respect to a Borrower Insolvency commenced by any person, the Subordinated Creditor hereby irrevocably authorizes the Bank:

(i) To enforce claims comprising Subordinated Debt either in its own name or the name of the Subordinated Creditor, as the Subordinated Creditor’s attorney in fact, by proof of debt, proof of claim, suit or otherwise;

(ii) To collect any assets of the Borrower distributed, divided or applied by way of dividend or payment, or any such securities issued, on account of Subordinated Debt and apply the same, or the proceeds of any realization upon the same that the Bank in its discretion elects to effect, to Bank Debt until all Bank Debt shall have been paid in full;

(iii) To vote claims comprising Subordinated Debt, to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension; and

(iv) To take generally any action in connection with any such proceeding which the Subordinated Creditor might otherwise take, either in the Bank’s own name or as the Subordinated Creditor’s attorney-in-fact.

7. Payments Held in Trust . Should any payment of or distribution on account of or any collateral for any part of the Subordinated Debt be received by the Subordinated Creditor in contravention of this Agreement, such payment, distribution or collateral shall be delivered forthwith to the Bank by the recipient for application to or as collateral for Bank Debt, in the form received except for the addition of any endorsement or assignment necessary to effect transfer of all rights therein to the Bank. The Bank is irrevocably authorized to supply any required endorsement or assignment which may have been omitted and to convert any such property to cash. Until so delivered any such payment, distribution or collateral shall be held by the recipient in trust for the Bank and shall not be commingled with other funds or property of the recipient.

8. No Other Subordination . No part of the Subordinated Debt is evidenced by any instrument, security or other writing which has not previously been or is not concurrently being deposited with the Bank. The Subordinated Creditor is the lawful owner of the Subordinated Debt and no part thereof has been assigned to or subordinated or subjected to any other claim or security interest in favor of anyone other than the Bank. The Borrower shall not issue any instrument, security or other writing evidencing any part of the Subordinated Debt except at the request of and in the manner requested by the Bank and the Subordinated Creditor shall not assign or subordinate any part of the Subordinated Debt except to or in favor of the Bank.

9. Bank’s Remedies; Certain Waivers . The Bank is hereby authorized to demand specific performance of this Agreement, whether or not the Borrower shall have complied with the provisions hereof applicable to it. The Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance hereof in any action brought therefor by the Bank. The Subordinated Creditor further waives presentment, notice and protest in connection with all negotiable instruments evidencing Bank Debt or Subordinated Debt to which they may be parties, notice of the acceptance of this Agreement by the Bank, notice of any loan made, extension granted or other action taken in reliance hereon and all demands and notices of every kind in connection with this Agreement, any Bank Debt or any Subordinated Debt; assents to any renewal, extension or postponement of the time of payment of Bank Debt or any other indulgence with respect thereto, to any substitution, exchange or release of collateral therefor and to the addition or release of any person primarily or secondarily liable thereon; and agrees to the provisions of any instrument, security or other writing evidencing Bank Debt.

10. Further Assurances . The Borrower and the Subordinated Creditor shall execute and deliver to the Bank such further instruments and shall take such further action as the Bank may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement.

11. Event of Default . If any representation or warranty by the Borrower or the Subordinated Creditor herein contained shall prove to have been materially false when made or in the event of a breach by the Borrower or by the Subordinated Creditor in the performance of any of the` terms hereof, the same shall constitute an event of default with respect to all Bank Debt and the Bank may, at its option, declare all or any part of the Bank Debt to be forthwith due and payable, without presentment, demand, protest, or notice of any kind, notwithstanding any time or credit otherwise allowed.

12. No Reliance upon Bank .

(a) The Subordinated Creditor hereby acknowledges to the Bank that the Subordinated Creditor is fully aware of the Borrower’s financial condition and affairs, is entering into this Agreement based solely upon the Subordinated Creditor’s own independent investigation of the Borrower and is not relying upon any information from or statement by the Bank concerning the Borrower, its condition or affairs. The Subordinated Creditor assumes full responsibility for obtaining any information concerning the Borrower, its condition and affairs which the Subordinated Creditor may deem material to any financial accommodation made or to be made by the Subordinated Creditor to the Borrower or to the Subordinated Creditor’s obligations hereunder and the Subordinated Creditor is not relying upon the Bank for any information which the Bank may have now or may acquire hereafter concerning any such matter.

(b) The rights granted to the Bank hereunder are solely for its protection and nothing herein contained shall impose on the Bank any duties with respect to any property of the Borrower or the Subordinated Creditor received hereunder beyond reasonable care in its custody and preservation while in the Bank’s possession. The Bank shall have no duty to preserve rights against prior parties in any instrument or chattel paper received hereunder.

13. Jury Trial Waiver . THE BANK, THE BORROWER AND THE SUBORDINATED CREDITOR IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST THE BANK, THE BORROWER OR THE SUBORDINATED CREDITOR IN RESPECT OF THIS AGREEMENT, THE BANK DEBT, OR THE SUBORDINATED DEBT.

14. Transfers; Binding Effect .

(a) The Subordinated Creditor will not sell, assign, transfer or otherwise dispose of any Subordinated Debt except to another person which shall have entered into this Agreement or another agreement with the Bank, in a form satisfactory to the Bank, providing for subordination of such Subordinated Debt to the prior payment of the Bank Debt on the terms provided in this Agreement.

(b) This Agreement is intended to take effect as a sealed instrument, shall be binding upon the Borrower, the Subordinated Creditor, their respective executors, administrators, other legal representatives, successors and assigns and shall inure to the benefit of the Bank, its successors and assigns and shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

15. Duration . The obligations of the Borrower and the Subordinated Creditor under this Agreement shall remain in full force and effect until all Bank Debt shall have been indefeasibly paid in full and until the Bank’s obligation, if any to extend credit to the Borrower shall have been irrevocably terminated.

[This space intentionally left blank; signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed this 19 ^th day of December , 2013.

                            BORROWER:

Arrhythmia Research Technology, Inc.

_____________________________            By:_______________________________

Title: President & Chief Executive Officer

Duly Authorized

    SUBORDINATED CREDITOR:

______________________________

Name:_________________________

THE COMMONWEALTH OF MASSACHUSETTS

______________, ss.                                _____________, ____

On this _____ day of __________________, ____, before me, the undersigned notary public, personally appeared __________________________, as _________________________ of ________________________________, proved to me through satisfactory evidence of identification, which was photographic identification with signature issued by a federal or state governmental agency, oath or affirmation of a credible witness, personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as _________________________________ of _______________________________.

                                                 

Notary Public

My commission expires:

THE COMMONWEALTH OF MASSACHUSETTS

______________, ss.                                _____________, ____

On this _____ day of __________________, ____, before me, the undersigned notary public, personally appeared __________________________, as _________________________ of ________________________________, proved to me through satisfactory evidence of identification, which was photographic identification with signature issued by a federal or state governmental agency, oath or affirmation of a credible witness, personal knowledge of the undersigned, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as _________________________________ of _______________________________.

                                                 

Notary Public

My commission expires:

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY, EXCEPT AS PROVIDED HEREIN.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

of

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

Dated as of December 19, 2013

Void after the date specified in Section  8

THIS CERTIFIES THAT, for value received, _________________, or its registered assigns (the “ Holder ”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Arrhythmia Research Technology, Inc., a Delaware corporation (the “ Company ”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section  1 . The term “ Warrant ” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. All capitalized terms used but not defined in this Warrant shall have the meanings assigned to them in the Company’s Subscription Agreement relating to the offering of an aggregate of $500,000 in subordinated notes and warrants to purchase an aggregate of 100,000 shares of the Company’s common stock (the “ Offering ”).

The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees:

1. Number and Price of Shares; Exercise Period.

(a)      Definition of Shares . “ Shares ” shall mean shares of the Company’s common stock, par value $0.01 per share.

(b)      Number of Shares . Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase an aggregate of ___________ Shares, as such number may be adjusted pursuant to Sections 2 and 6.

(c)      Exercise Price . The exercise price per Share shall be equal to three and 51/100 Dollars ($3.51) (the “ Exercise Price ”). The Exercise Price shall be subject to adjustment pursuant to Section 6.

(d)      Exercise Period . This Warrant shall be exercisable, in whole or in part, commencing six (6) months after the date of issuance and prior to (or in connection with) the expiration of this Warrant as set forth in Section  8 (the “ Warrant Exercise Term ”).

2.      Exercise of the Warrant.

(a)      Exercise . This Warrant may be exercised by the Holder at any time during the Warrant Exercise Term, in whole or in part, by delivering the notice of exercise attached as Exhibit A hereto (the “ Notice of Exercise ”), duly executed by the Holder to the Secretary of the Company at its principal office, or at such other office as the Company may designate, accompanied by payment, in cash or by wire transfer of immediately available funds or by check payable to the order of the Company, of the amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise Price (the “ Purchase Price ”). For purposes hereof, “ Exercise Date ” shall mean the date on which all deliveries required to be made to the Company upon exercise of this Warrant pursuant to this Section 2(a) shall have been made.

(b)      Stock Certificates . The rights under this Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the Holder of record of such Shares as of the close of business on such date. As promptly as reasonably practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of shares issuable upon such exercise. In the event that the rights under this Warrant are exercised in part and have not expired, the Company shall execute and deliver a new Warrant reflecting the number of Shares that remain subject to this Warrant.

(c)      No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

(d)      Conditional Exercise . The Holder may exercise this Warrant conditioned upon (and effective immediately prior to) consummation of any transaction that would cause the expiration of this Warrant pursuant to Section  8 by so indicating in the notice of exercise.

(e)      Reservation of Stock . The Company agrees during the Warrant Exercise Term to take all reasonable action to reserve and keep available from its authorized and unissued Shares (or any such other class or series of stock then issuable upon exercise of this Warrant) for the purpose of effecting the exercise of this Warrant such number of Shares as shall from time to time be sufficient to effect the exercise of the rights under this Warrant; and if at any time the number of authorized but unissued Shares (or any such other class or series of stock then issuable upon exercise of this Warrant) (and any shares of stock to be issued on conversion of such Shares) shall not be sufficient for purposes of the exercise of this Warrant in accordance with its terms and the conversion of the Shares, without limitation of such other remedies as may be available to the Holder, the Company will use all reasonable efforts to take such corporate action as may be necessary to increase its authorized and unissued Shares to a number of Shares as shall be sufficient for such purposes.

3.      Replacement of the Warrant. Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

4.      Transfer of the Warrant.

(a)      Warrant Register . The Company shall maintain a register (the “ Warrant Register ”) containing the name and address of the Holder. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by written notice to the Company requesting a change.

(b)      Warrant Agent . The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section  4 (a), issuing the Shares or other securities then issuable upon the exercise of the rights under this Warrant, exchanging this Warrant, replacing this Warrant or conducting related activities.

(c)      Transferability of the Warrant . Subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, including without limitation compliance with the restrictions on transfer set forth in Section  5 , title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit B (the “ Assignment Form ”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

(d)      Exchange of the Warrant upon a Transfer . On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of Shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby, except as provided in Section 5(b).

(e)      Taxes . In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.

5.      Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees to comply with the following:

(a)      Restrictions on Transfers . Except as provided in Section  5 (b), this Warrant may not be transferred, assigned or hypothecated for a period of six (6) months following the date of issuance of this Warrant. Any transfer of this Warrant or the Shares (the “ Securities ”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and

(i)      there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or

(ii)      (A) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit C, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, including that the transferee is in compliance with all applicable laws and (C) such Holder shall have furnished the Company with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that enforcement action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company.

(b)      Permitted Transfers . Permitted transfers include (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution without consideration of Securities by any Holder to (w) any successor, officer, manager or member of a Holder (or to officers, managers or members of any such successor of a member), (x) a parent, subsidiary or other affiliate of a Holder that is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired partners or members, or to the estate of any of its partners, members or other equity owners or retired partners or members, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder or (iii) transfers to “accredited investors” within the meaning of Regulation D under the Securities Act; provided , in each of (i)-(iii) above, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition at least five (5) business days prior to the intended transfer, and, in (iii) above, that (A) the transferee shall have confirmed to the Company in writing, substantially in the form of Exhibit C, that the Securities are being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, including that the transferee is in compliance with all applicable laws and (B) such Holder shall have furnished the Company with (1) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (2) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that enforcement action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company.

(c)      Investment Representation Statement . Unless the rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit C, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed such other matters related thereto as may be reasonably requested by the Company.

(d)      Securities Law Legend . The Securities shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state securities laws):

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY, EXCEPT AS PROVIDED HEREIN.

(e)      Instructions Regarding Transfer Restrictions . The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section  5 .

(f)      Removal of Legend . The legend referring to federal and state securities laws identified in Section  5 (d) stamped on a certificate evidencing the Shares and the stock transfer instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the Holder of such securities if (i) such securities are registered under the Securities Act, or (ii) such Holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification.

6.      Assumption of Obligation Upon Certain Fundamental Changes . In the event of any merger, sale of all or substantially all the assets of Company, reorganization, reclassification, exchange offer, or consolidation of or involving Company that results in the reclassification, exchange or conversion of the Registrable Securities into or for, inter alia , securities (“ New Securities ”) of an issuer other than the Company (the “ New Issuer ”), the Company shall cause the New Issuer to assume, and the New Issuer shall assume, by executing a written instrument, the obligations of the Company under this Warrant as they relate to the New Securities. In addition, the New Issuer shall acknowledge in such written instrument that this Section 6 shall similarly apply to successive mergers, sales, reorganizations, reclassifications, exchange offers, or consolidations.

7.      Notification of Certain Events. Prior to the earlier of the exercise of this Warrant pursuant to Section 1 or the expiration of this Warrant pursuant to Section  8 , in the event that the Company shall authorize:

(a)      the voluntary liquidation, dissolution or winding up of the Company; or

(b)      any transaction resulting in the expiration of this Warrant pursuant to Section 8(b)

the Company shall send to the Holder of this Warrant at least 10 business days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or (b), as applicable or the expected effective date of any such other event specified in clause (a) or (b), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holders of a majority of the Shares issuable upon exercise of the rights under the Warrants.

8.      Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of:

(a)      5:00 p.m., Eastern time, on December 18, 2016;

(b)      (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company.

9.      No Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of the Company or to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or any other rights of a stockholder of the Company until the rights under the Warrant shall have been exercised and the Shares purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein.

10.      Piggy-Back Registration Rights . The Company covenants and agrees as follows:

(a)      Registration Statement; Registrable Securities . If at any time during the four (4) year period following the date hereof the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holders of Registrable Securities (as defined below) as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days following receipt of such notice (a “ Piggy-Back Registration ”). The Company shall cause such Registrable Securities to be included in such registration statement and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. As used herein the term “ Registrable Securities ” means (i) the Shares issuable or issued upon exercise of the Warrants issued by the Company in conjunction with its offer and sale of Subordinated Notes; and (ii) any other Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i); provided, however, the Shares or other securities shall only be treated as Registrable Securities if and so long as (A) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) they have been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(a)(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale, or (C) the Holder thereof is entitled to exercise any right provided in Section 10(e) below. 

(b)      Reduction of Offering . If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, the Registrable Securities as to which registration has been requested under this Section 10, and the shares of common stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering, price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “ Maximum Number of Shares ”), then the Company shall include in any such registration: (A) the common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Shares or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, pro rata, that can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the common stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual rights with such persons and that can be sold without exceeding the Maximum Number of Shares.

(c)      Withdrawal . The Company may postpone or withdraw the filing or the effectiveness of a Piggy-Back Registration at any time in its sole discretion. Any Holder of Registrable Securities may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. 

(d)      Termination of Registration Rights . No Holder shall be entitled to exercise any right provided for in this Section 10 after the earlier of (i) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of such Holder’s shares without limitation during a three month period without registration or (ii) the day following the four year anniversary of the date of issue.

11.      Representations and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

(a)      No Registration . The Holder understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein or otherwise made pursuant hereto.

(b)      Investment Intent . The Holder is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same.

(c)      Investment Experience . The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests.

(d)      Speculative Nature of Investment . The Holder understands and acknowledges that its investment in the Company is subordinated, highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

(e)      Access to Data . The Holder has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Holder believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Holder understands that any such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Holder acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results.

(f)      Accredited Investor . The Holder represents that it is an “accredited investor” within the meaning of Regulation D under the Securities Act and agrees to submit to the Company further assurances of such status as may be reasonably requested by the Company.

(g)      Residency . The residency of Holder (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto.

(h)      Restrictions on Resales . The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

(i)      No Public Market . The Holder understands and acknowledges that no public market now exists for any of the Warrants issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s Warrants.

(j)      Brokers and Finders . The Holder has not engaged any brokers, finders or agents in connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Securities.

(k)      Legal Counsel . The Holder has had the opportunity to review this Warrant, the exhibits and schedules attached hereto and the transactions contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by this Warrant.

(l)      Tax Advisors . The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

12.      Miscellaneous.

(a)      Amendments . Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the Holder.

(b)      Waivers . No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.

(c)      Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed:

(i)      if to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address, facsimile number or electronic mail address of the last Holder of this Warrant for which the Company has contact information in its records; or

(ii)      if to the Company, to the attention of the Secretary of the Company at the Company’s address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder.

Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent by mail, at the earlier of its receipt or five days after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

(d)      Governing Law . This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state.

(e)      Jurisdiction and Venue . Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction of, and venue in, the state courts in the State of Delaware (or in the event of exclusive federal jurisdiction, the federal district courts in the State of Delaware), in connection with any matter based upon or arising out of this Warrant or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons.

(f)      Titles and Subtitles . The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

(g)      Severability . If any provision of this Warrant 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 Warrant, and such illegal, unenforceable or void provision shall be replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of this Warrant shall be enforceable in accordance with its terms.

(h)      Waiver of Jury Trial; Judicial Reference . EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT. This paragraph shall not restrict the Holder or the Company from exercising remedies under the Uniform Commercial Code or from exercising pre-judgment remedies under applicable law.

(i)      Saturdays, Sundays and Holidays . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or U.S. federal holiday.

(j)      Rights and Obligations Survive Exercise of the Warrant . Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

(k)      Entire Agreement . Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the subject matter hereof.

( signature page follows )

The Company and the Holder sign this Warrant as of the date stated on the first page.

ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

By:     

Name: Salvatore Emma, Jr.

Title: President and Chief Executive Officer

Address:

25 Sawyer Passway

Fitchburg, MA 01420

AGREED AND ACKNOWLEDGED,

[Name of Holder if entity]

By:     

Name:     

Title:     

Address:

Fax number:

Email address:

Taxpayer ID Number:

EXHIBIT A

NOTICE OF EXERCISE

TO:    ARRHYTHMIA RESEARCH TECHNOLOGY, INC. (the “ Company ”)

Attention:    President and Chief Executive Officer

Number of Shares:         

By a cash payment in accordance with Section 2(a) of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

Yes                  No

If “Yes,” indicate the applicable condition:

    

The undersigned

Other—Name:         

Address:         

    

The undersigned

Other—Name:         

Address:         

    

Not applicable

    

( Print name of the warrant Holder )

    

( Signature )

    

( Name and title of signatory, if applicable )

    

( Date )

    

( Fax number )

    

( Email address )

EXHIBIT B

ASSIGNMENT FORM

DATE:    

Name of Assignee:     

Address of Assignee:         

         

Number of Shares Assigned:     

and does irrevocably constitute and appoint ____________________ as attorney to make such transfer on the books of Arrhythmia Research Technology, Inc., maintained for the purpose, with full power of substitution in the premises.

Assignor and Assignee are signing this Assignment Form on the date first set forth above.

In connection with the purchase or acquisition of the above-listed Securities, the undersigned investor (the “ Investor ”) represents and warrants to, and agrees with, the Company as follows:

1. No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “ Securities Act ”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

2. Investment Intent. The Investor is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same.

3. Investment Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests.

4. Speculative Nature of Investment. The Investor understands and acknowledges that the Company has a limited financial and operating history and that its investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

5. Access to Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Investor understands that any such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results.

6. Accredited Investor. The Investor represents that it is an “accredited investor” within the meaning of Regulation D under the Securities Act and agrees to submit to the Company further assurances of such status as may be reasonably requested by the Company.

7. Residency. The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto.

8. Restrictions on Resales. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the Securities and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Investor understands and acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Investor understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for those offers or sales and that those persons and the brokers who participate in the transactions do so at their own risk.

9. No Public Market. The Investor understands and acknowledges that no public market now exists for any of the Warrants issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s Warrants.

10. Brokers and Finders. The Investor has not engaged any brokers, finders or agents in connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Securities.

11. Legal Counsel. The Investor has had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant.

12. Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant.

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The Investor is signing this Investment Representation Statement on the date first written above.

INVESTOR

        

( Print name of the investor )

        

( Signature )

        

( Name and title of signatory, if applicable )

        

( Street address )

        

( City, state and ZIP )