Hancock Jaffe Laboratories, Inc. Sample Contracts

PRE-FUNDED COMMON STOCK PURCHASE WARRANT ENVVENO MEDICAL CORPORATION
enVVeno Medical Corp • October 12th, 2023 • Surgical & medical instruments & apparatus

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from enVVeno Medical Corporation, a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 12th, 2023 • enVVeno Medical Corp • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 6, 2023, between enVVeno Medical Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 12th, 2023 • enVVeno Medical Corp • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 6, 2023, between enVVeno Medical Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

HANCOCK JAFFE LABORATORIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • June 6th, 2018 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

COMMON STOCK PURCHASE WARRANT HANCOCK JAFFE LABORATORIES, INC.
Hancock Jaffe Laboratories, Inc. • July 13th, 2020 • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______ ___, 202_ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this War

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 14th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made as of ___________________________ by and between Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), and ___________________________ (the “Indemnitee”).

COMMON STOCK PURCHASE WARRANT HANCOCK JAFFE LABORATORIES, INC.
Common Stock Purchase Warrant • July 16th, 2020 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______ ___, 202_ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this War

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 8th, 2021 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT HANCOCK JAFFE LABORATORIES, INC.
Hancock Jaffe Laboratories, Inc. • September 8th, 2021 • Surgical & medical instruments & apparatus

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September __, 2021 (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AT THE MARKET OFFERING AGREEMENT
Market Offering Agreement • August 12th, 2021 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows:

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • February 3rd, 2021 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of February ___, 2021 (the “Issuance Date”) is between Hancock Jaffe Laboratories, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 6th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 15, 2017, between Hancock Jaffe Laboratories, Inc., a Delaware corporation company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SHARES OF COMMON STOCK, AND __________ WARRANTS (EXERCISABLE FOR __________ SHARES OF COMMON STOCK) OF HANCOCK JAFFE LABORATORIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2021 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, Hancock Jaffe Laboratories, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Hancock Jaffe Laboratories, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT ENVVENO MEDICAL CORPORATION
enVVeno Medical Corp • September 30th, 2024 • Surgical & medical instruments & apparatus

This PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from enVVeno Medical Corporation, a Delaware corporation (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

ENVVENO MEDICAL CORPORATION, as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]
Indenture • July 31st, 2023 • enVVeno Medical Corp • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 26th, 2018 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January __, 2018, among Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 16th, 2020 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the [___] day of July, 2020, by and between Hancock Jaffe Laboratories, Inc., a Delaware corporation (the Company”), and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT Hancock Jaffe Laboratories, Inc.
Hancock Jaffe Laboratories, Inc. • April 16th, 2018 • Surgical & medical instruments & apparatus • New York

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth and in the Securities Purchase Agreement, dated as of January 5, 2018, by and among Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”) and the Holders signatory thereto, as amended, modified or supplemented from time to time in accordance with its terms (as it may be amended, amended and restated or otherwise modified from time to time, the “Purchase Agreement”), at any time on or after the Original Issue Date and on or prior to the close of business on the fifth (5th) anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Company, subject to adjustment as set forth in Section 2.2(a)(iii) of the Purchase Agreement, up to a number of shares of the Co

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • December 14th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of __________, 2015, by and among Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), each of the investors signatory hereto as of the date hereof (each an “Investor”) and each Investor that becomes a party to this Agreement in accordance with Section 6.8 hereof.

HANCOCK JAFFE LABORATORIES, INC. MEDICAL ADVISORY BOARD AGREEMENT
Medical Advisory Board Agreement • November 6th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • California

THIS MEDICAL ADVISORY BOARD AGREEMENT (the “Agreement”) is made as of October 1, 2016 by and between Hancock Jaffe Laboratories Inc., a Delaware corporation (“HJL”), located at 70 Doppler, Irvine, California, 92618 and Afksendyios Kalangos, M.D.

HANCOCK JAFFE LABORATORIES, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2023 • enVVeno Medical Corp • Surgical & medical instruments & apparatus • California

This Employment Agreement (“Agreement”), dated as of July 29, 2020 (the “Effective Date”), is made by and between Hancock Jaffe Laboratories, Inc. (“Hancock Jaffe”) and Hamed Alavi (“Executive,” and together with Hancock Jaffe, the “Parties”).

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HANCOCK JAFFE LABORATORIES, INC. COMMON STOCK WARRANT February [___], 2020 Void After February [___], 2025
Hancock Jaffe Laboratories, Inc. • March 2nd, 2020 • Surgical & medical instruments & apparatus • New York

THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below, [ ], or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), [ ][1] fully-paid and non-assessable shares of Company Common Stock. This Warrant is being issued pursuant to that certain Securities Purchase Agreement, by and between the Company and Holder and the other Buyers party thereto (the “Buyers”), dated as of February 25, 2020 (the “Agreement”).

WARRANT AGREEMENT
Warrant Agreement • July 16th, 2020 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • Delaware

This Warrant Agreement (“Warrant Agreement”) is made as of July [__], 2020, by and between Hancock Jaffe Laboratories, Inc., a Delaware corporation, with offices at 70 Doppler, Irvine, California 92618 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).

AMENDED AND RESTATED CONVERTIBLE NOTE
Hancock Jaffe Laboratories, Inc. • April 16th, 2018 • Surgical & medical instruments & apparatus • New York

THIS AMENDED AND RESTATED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Convertible Notes of Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), having its principal place of business at 70 Doppler Irvine, California, 92618 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

LOCK-UP AND VOTING AGREEMENT
Lock-Up and Voting Agreement • July 16th, 2020 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This Lock-Up and Voting Agreement (this “Lock-Up and Voting Agreement”) is being delivered to you in connection with an understanding by and between Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 16th, 2020 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this _____ day of ____________, 2020 (the “Closing Date”) by and among Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), the “Buyers” named in that certain Securities Purchase Agreement by and among the Company and the Buyers (the “Purchase Agreement”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg” or the “Placement Agent”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 14th, 2019 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This Share Purchase Agreement (this “Agreement”) is dated as of March 11, 2019, between Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Hancock Jaffe Laboratories, Inc.
Hancock Jaffe Laboratories, Inc. • June 3rd, 2020 • Surgical & medical instruments & apparatus • New York
Placement agency AGREEMENT
Placement Agency Agreement • June 7th, 2019 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This Placement Agency Agreement (this “Agreement”) constitutes the agreement between Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), and Alexander Capital, L.P. (the “Placement Agent”) in connection with the proposed offering (the “Offering”) by the Company of its shares of common stock, par value $0.00001per share (the “Common Stock”).

WARRANT AGREEMENT
Warrant Agreement • May 14th, 2018 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • Delaware

This Warrant Agreement (“Warrant Agreement”) is made as of ________, 2018, by and between Hancock Jaffe Laboratories, Inc., a Delaware corporation, with offices at 70 Doppler, Irvine, California 92618 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • September 7th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • California

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 1, 2016 by and between Hancock Jaffe Laboratories, Inc., a Delaware corporation (“HJL”) and Hancock Jaffe Laboratories Aesthetics, Inc., a Delaware corporation (“HJL Aesthetics”).

AMENDMENT No. 3 TO LOAN AGREEMENT
Loan Agreement • September 7th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus

This Amendment to Loan Agreement DRICBDH0615 (the “Amendment”) is made and entered into as of December 9, 2016, by and between Biodyne Holding SA, a Swiss corporation (the “Lender”) and Hancock Jaffe Laboratories, Inc., a Delaware corporation, (the “Borrower”).

AMENDMENT No. 2 TO LOAN AGREEMENT
Loan Agreement • September 7th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus

This Amendment to Loan Agreement (the “Amendment”) is made and entered into as of October 18, 2016, by and between Biodyne Holding SA, a Swiss corporation (the “Lender”) and Hancock Jaffe Laboratories, Inc., a Delaware corporation, (the “Borrower”).

AMENDMENT 1 TO LOAN AGREEMENT
Loan Agreement • September 7th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus

This Amendment to Loan Agreement (the “Amendment”) is made and entered into as of April 1, 2016, by and between Biodyne Holding SA, a Swiss corporation (the “Lender”) and Hancock Jaffe Laboratories, Inc., a Delaware corporation, (the “Borrower”).

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