0001493152-21-002041 Sample Contracts

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • January 28th, 2021 • Hancock Jaffe Laboratories, Inc. • Surgical & medical instruments & apparatus • New York

This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of January ___, 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”).

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SHARES OF COMMON STOCK, AND __________ WARRANTS (EXERCISABLE FOR __________ SHARES OF COMMON STOCK) OF HANCOCK JAFFE LABORATORIES, INC. UNDERWRITING AGREEMENT
Underwriting 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.

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