HANCOCK JAFFE LABORATORIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2018 • 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
SECURITIES PURCHASE AGREEMENTSecurities 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”).
CONVERTIBLE NOTEConvertible Security Agreement • January 26th, 2018 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
THIS 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”).
Form of Representatives’ Warrant AgreementWarrant Agreement • January 26th, 2018 • 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).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT HANCOCK JAFFE LABORATORIES, INCCommon Stock Agreement • January 26th, 2018 • Hancock Jaffe Laboratories, Inc. • 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 June 15, 2017, as amended, among Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”) and the investors party thereto (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 the Company, up to a number of shares of the Company’s common stock, par value $0.00001 per share, (the “Common Stock”) equal to seventy-five percent (75%) of the number of shares of Common Stock issued upon conversion of the Holder’s Note at the applicable Conversion Price under the Note (as subject to adjustm
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2018 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amendment to Securities Purchase Agreement (this “Amendment”), dated as of December 29, 2017, is by and among Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), and the undersigned signatories hereto (collectively, the “Lenders”) and amends that certain Securities Purchase Agreement (the “Purchase Agreement”), Senior Secured Convertible Note (the “Notes”), and Common Stock Purchase Warrant (the “Warrants”), by and among the Company and the signatories thereto (the “Purchasers” and altogether, the “Transaction Documents”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Transaction Documents.
COMMON STOCK PURCHASE WARRANT Hancock Jaffe Laboratories, Inc.Common Stock Purchase Warrant • January 26th, 2018 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
THIS 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 [__], 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 (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 Company’s common stock, par value $0.00001 per share (the “Common Stock”) equal to fifty percent (50%)
