PRE-FUNDED COMMON STOCK PURCHASE WARRANT ENVVENO MEDICAL CORPORATIONenVVeno 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).
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTRegistration 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 AGREEMENTUnderwriting 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 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”).
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 AGREEMENTPlacement Agency Agreement • September 8th, 2021 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York
AT THE MARKET OFFERING AGREEMENTMarket 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 AGREEMENTWarrant 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 AGREEMENTSecurities 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 AGREEMENTUnderwriting 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.
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
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Hancock Jaffe Laboratories, Inc. • November 6th, 2017 • Surgical & medical instruments & apparatus
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”).
SECURITIES PURCHASE AGREEMENTSecurities 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 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.
HANCOCK JAFFE LABORATORIES, INC. MEDICAL ADVISORY BOARD AGREEMENTMedical 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 AGREEMENTEmployment 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”).
HANCOCK JAFFE LABORATORIES, INC. COMMON STOCK WARRANT February [___], 2020 Void After February [___], 2025Hancock 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 AGREEMENTWarrant 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 NOTEHancock 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 AGREEMENTLock-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 AGREEMENTRegistration 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 AGREEMENTShare 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 AGREEMENTPlacement 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 AGREEMENTWarrant 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 AGREEMENTCommon 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 AGREEMENTLoan 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 AGREEMENTLoan 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 AGREEMENTLoan 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”).
Form of Representatives’ Warrant AgreementHancock Jaffe Laboratories, Inc. • January 26th, 2018 • 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).
ContractHancock Jaffe Laboratories, Inc. • May 22nd, 2018 • Surgical & medical instruments & apparatus • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF CORPORATE COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
