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
] SHARES of Common Stock, AND [ ] Warrants (exercisable for [ ] shares of common stock) of HANCOCK JAFFE LABORATORIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2020 • 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.
WARRANT AGREEMENTWarrant Agreement • July 13th, 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”).
LOCK-UP AND VOTING AGREEMENTLock-Up and Voting Agreement • July 13th, 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”).
