Amendment No. 3 to Merger Agreement, dated March 4, 2024, by and among NorthView, Profusa and Merger Sub

Exhibit 2.2

AMENDMENT NO. 3 TO MERGER AGREEMENT AND PLAN OF
REORGANIZATION

March 4, 2024

THIS AMENDMENT No. 3 to the Merger Agreement and Plan of Reorganization, dated as of November 7, 2022 (as amended by Amendment No. 1 to the Merger Agreement and Plan of Reorganization, dated September 12, 2023, and by Amendment No. 2 to the Merger Agreement and Plan of Reorganization, dated January 12, 2024, and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among NorthView Acquisition Corp., a Delaware corporation (“Parent”), NV Profusa Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Profusa, Inc., a California corporation (the “Company”), is effective as of the date first written above (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

WHEREAS, Section 9.03 of the Merger Agreement provides that the Merger Agreement may be amended only by a written agreement executed by each of the parties thereto;

WHEREAS, Parent and the Company desire to amend the Merger Agreement as set forth in this Amendment; and

WHEREAS, the respective board of directors of each of Parent and the Company have each approved this Amendment.

In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment.

(i) The following definition is hereby amended and restated in its entirety as follows:

“Company Reference Value” means a dollar amount equal to (i) the sum of the Company Equity Value, plus (ii) the Aggregate Exercise Price, plus (iii) the Private Placement Value, minus (iv) the Aggregate Company Incentive Amount.

(ii) The following definitions are hereby added as follows:

“Company Private Placement Financing” means the dollar amount of funds received by the Company after March 4, 2024, in exchange for the issuance of Company Securities.

“Private Placement Value” means the product of (i) any Company Private Placement Financing, multiplied by the quotient of (ii) (A) the Parent Per Share Value divided by (B) two (2).

2. No Other Amendments, etc. Except as provided in this Amendment, the Merger Agreement shall remain unmodified and in full force and effect, and the execution of this Amendment is not a waiver by the Company or Parent of any of the terms or provisions of the Merger Agreement and each party reserves any and all other rights and remedies available to it under the Merger Agreement. All reference in and to the Merger Agreement (including any annexes, exhibits or schedules thereto) shall be deemed to be references to the Merger Agreement as amended by this Amendment.

3. Governing Law. This Amendment and the legal relations among the Parties with respect to this Amendment will be governed by and construed in accordance with the provisions contained in Section 9.03 of the Merger Agreement.

4. Counterparts. This Amendment may be executed by signatures exchanged via facsimile or other electronic means and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

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

[Signature Page to Amendment to Merger Agreement]

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

[Signature Page to Amendment to Merger Agreement]