0001104659-20-135410 Sample Contracts

COMMON SHARE PURCHASE WARRANT NEOVASC INC.
Common Share Agreement • December 15th, 2020 • Neovasc Inc • Surgical & medical instruments & apparatus

THIS COMMON SHARE 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”) and on or prior to 5:00 p.m. (New York City time) on June 10, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neovasc Inc., a corporation organized and existing under the laws of Canada (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT NEOVASC INC.
Placement Agent Agreement • December 15th, 2020 • Neovasc Inc • Surgical & medical instruments & apparatus

THIS PLACEMENT AGENT COMMON SHARE 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”) and on or prior to 5:00 p.m. (New York City time) on December 8, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neovasc Inc., a corporation organized and existing under the laws of Canada (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 2, 2020, as amended on June 15, 2020, August 10, 2020, and December 7,

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 15th, 2020 • Neovasc Inc • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 8, 2020, between Neovasc Inc., a corporation organized and existing under the laws of Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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