HANCOCK JAFFE LABORATORIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
WallachBeth Capital, LLC Network 1 Financial Securities, Inc. As Representatives of the several Underwriters named on Schedule 1 attached hereto
INDEMNIFICATION AGREEMENTIndemnification 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”).
INVESTORS’ RIGHTS AGREEMENTInvestors' 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.
SENIOR SECURED CONVERTIBLE NOTE DUE JANUARY 1, 2018Convertible Security Agreement • December 14th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Hancock Jaffe Laboratories, Inc, a Delaware corporation company (the “Company”), having its principal place of business at 70 Doppler Irvine, CA, 92618, designated as its Senior Secured Convertible Note due January 11, 2018 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
INVESTORS’ RIGHTS AGREEMENTInvestors' 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 __________, 2017, 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 5.8 hereof.
Form of Representatives’ Warrant AgreementWarrant Agreement • December 14th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2).
Agreement for Purchase of Corporate AssetsPurchase Agreement • December 14th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • California
This Agreement for Purchase of Corporate Assets (the “Agreement”) is entered into as of the date entered herein below between LEMAN CARDIOVASCULAR SA (LCV, the “Seller”), a Swiss Société Anonyme and HANCOCK JAFFE LABORATORIES, INC., (HJL, the “Buyer”), a Delaware corporation.
COMMON STOCK PURCHASE WARRANT HANCOCK JAFFE LABORATORIES, INCCommon Stock Purchase Warrant • December 14th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON UNIT 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 between the Company and the Holder (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 anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hancock Jaffe Laboratories, Inc, a Delaware corporation (the “Company”), up to [ ] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”); provided, however, the number of Warrant Shares exercisable pursuant to this Warrant shall increase from 50% to 75% (i) in the event the Company does not consummate an IPO by January 11, 2018 or (ii) in the event and Event of Default (as defined in the Notes) has occurred and has not be
SUBSCRIPTION AGREEMENTSubscription Agreement • December 14th, 2017 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned (“Subscriber”) understands that Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), is offering for purchase (the “Offering”) solely to “accredited investors” (as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”)), up to a maximum of 500,000 shares of Series B Convertible Preferred Stock, par value $0.00001 per share, of the Company (the “Shares”) at a price of $6.00 per Share, for a maximum offering amount of $3,000,000 (the “Maximum Offering Amount”); provided, however, that the Maximum Offering Amount is subject to an over- subscription option at the discretion of the Company for an additional 00,000 Shares. Any capitalized terms used but not defined herein shall have the meaning set forth in that certain Confidential Information Memorandum dated as of September 6, 2017 (the “Memorandum”), to which this Subscription Agreement is attached as Exhibit A.
