Exhibit 10.2





 


PLACEMENT
AGENCY AGREEMENT


 


September
3, 2021


 


Ladenburg
Thalmann & Co. Inc.


999
Vanderbilt Beach Road, Suite 200


Naples,
Florida 34105


 


Ladies
and Gentlemen:


 


Introduction.
Subject to the terms and conditions herein (this “Agreement”), Hancock Jaffe Laboratories, Inc., a Delaware corporation
(the “Company”), hereby agrees to sell up to an aggregate of $20,000,000 of securities of the Company, including,
but not limited to, 781,615 registered shares (the “Shares”) of the Company’s common stock, $0.00001 par value
per share (the “Common Stock”), and Pre-Funded Common Stock purchase warrants to purchase 1,759,035 shares of Common
Stock (the “Warrants” and the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant
Shares”) (the Shares, the Warrants and Warrant Shares, collectively, the “Securities”) directly to various
investors (each, an “Investor” and, collectively, the “Investors”) through Ladenburg Thalmann &
Co. Inc. (the “Placement Agent”) as placement agent. The documents executed and delivered by the Company and the Investors
in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement(s) (the “Purchase
Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The Placement Agent
may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined
below).


 


The
Company hereby confirms its agreement with the Placement Agent as follows:


 


Section
1. Agreement to Act as Placement Agent.


 


(a)
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company
of the Shares and pre-funded warrants pursuant to the Company’s registration statement on Form S-3 (File No. 333-237592) (the “Registration
Statement”) (such offering, the “Offering”) with the terms of the Offering to be subject to market conditions
and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable
best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities,
or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates”
(as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing.
The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to
bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers
to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the
purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the
date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date,
the Company shall pay to the Placement Agent the fees and expenses set forth below:


 


(i)
A cash fee equal to 8.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering
(the “Closing”).


 




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(ii)
Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees
at the Closing to purchase shares of Common Stock equal to 6% of the aggregate number of Securities sold in the Offering. The
Placement Agent Warrants shall be in a form reasonably satisfactory to the Placement Agent and the Company at an the exercise price equal
to 125% of the public offering price per share and shall have an expiration date of five years from the effective date of the Registration
Statement (as further defined below).


 


(iii)
The Company also agrees to reimburse Placement Agent’s actual and incurred expenses up to $60,000 (inclusive of Placement
Agent’s legal counsel fees) which shall be payable upon Closing of the Offering, provided that such expense cap in no way limits
or impairs the indemnification and contribution provisions of this Agreement.


 


(b)
The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement
dated August 2, 2021 between the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding
anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein
and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement,
and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable
pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration
or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates
to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with
Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency
or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through
one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed
under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).



 


(c)
Intentionally omitted.


 




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Section
2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement
Agent as of the date hereof, and as of each Closing Date, as follows:


 


(a)
Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”)
the Registration Statement under the Securities Act, which was filed on April 7, 2020 and declared effective on April 16, 2020 for the
registration of the Shares under the Securities Act. Following the determination of pricing among the Company and the prospective Investors
introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rule 424(b) under the Securities
Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus
supplement relating to the placement of the Shares, Warrants and Warrant Shares, their respective pricing and the plan of distribution
thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company required to
be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, as amended at
such time, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in
the Registration Statement at the time of effectiveness, together with any preliminary prospectus supplement relating to the Offering,
if any (the “Preliminary Prospectus Supplement”) is hereinafter called the “Base Prospectus”; and
the final prospectus supplement, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base
Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus Supplement.” The Registration
Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.”
Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus, the Preliminary
Prospectus Supplement, if any or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by
reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement
to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the
Original Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date
of the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be, deemed to be incorporated
therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,”
“included,” “described,” “referenced,” “set forth” or “stated” in the Registration
Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus Supplement (and all other references of
like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed
to be incorporated by reference in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Final
Prospectus Supplement, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure
Package” means the Base Prospectus, any preliminary prospectus supplement, the Final Prospectus Supplement any securities purchase
agreement between the Company and the Investors, and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer
Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the
Time of Sale Disclosure Package. The term “any Prospectus Supplement” shall mean, as the context requires, the Base
Prospectus, the Final Prospectus Supplement, and any supplement to either thereof. The Company has not received any notice that the Commission
has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus
or any Prospectus Supplement or intends to commence a proceeding for any such purpose.


 




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(b)
Assurances. The Original Registration Statement, as amended, (and any further documents to be filed with the Commission) contains
all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto,
at the time it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and
did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. The Base Prospectus, and the Prospectus Supplement, each as of its respective date, comply
or will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Base Prospectus
and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the applicable Rules and Regulations promulgated thereunder, and none of such documents,
when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary
to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus
Supplement), in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration
Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental
change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed
with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities
Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in
the Base Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been
described or filed as required.


 


(c)
Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute,
prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base Prospectus,
the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials
permitted by the Securities Act.


 




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(d)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the Prospectus Supplement and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby
and under the Prospectus Supplement have been duly authorized by all necessary action on the part of the Company and no further action
is required by the Company, the Company’s Board of Directors or an authorized committee thereof (the “Board of Directors”)
or the Company’s stockholders in connection therewith other than in connection with the Required Approvals (as defined in the Purchase
Agreement). This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(e)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant
to the Prospectus Supplement, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby to which it is a party do not (i) conflict with or violate any provision of the Company’s or any subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (as
defined in the Purchase Agreement) upon any of the properties or assets of the Company or any subsidiary, or give to others any rights
of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,
debt or other instrument (evidencing a Company or subsidiary debt or otherwise) or other understanding to which the Company or any subsidiary
is a party or by which any property or asset of the Company or any subsidiary is bound or affected, or (iii) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company or a subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a subsidiary is bound or affected; except in the case of each of clauses
(ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect (as defined in the Purchase Agreement).


 


(f)
Certificates. Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement
Agent shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth therein.


 




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(g)
Reliance. The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations
and warranties and hereby consents to such reliance.


 


(h)
Forward-Looking Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) contained in the Registration Statement, the Base Prospectus or the Prospectus Supplement has been made or reaffirmed
without a reasonable basis or has been disclosed other than in good faith.


 


(i)
Statistical or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference
in the Registration Statement, the Base Prospectus and the Prospectus Supplement, are based on or derived from sources that the Company
reasonably and in good faith believes to be reliable and accurate.


 


(j)
FINRA Affiliations. There are no affiliations with any FINRA member firm that is participating in the Offering among the Company’s
officers or directors.


 


(k)
Representations and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related
disclosure schedules thereto) made by the Company to the Investors in the Purchase Agreement is hereby incorporated herein by reference
(as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.


 


Section
3. Delivery and Payment. Each Closing shall occur at the offices of Sheppard, Mullin, Richter & Hampton LLP, 30 Rockefeller Plaza,
New York, New York 10112 (“Placement Agent Counsel”) (or at such other place as shall be agreed upon by the Placement
Agent and the Company). Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities
sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall
be registered in such name or names and shall be in such denominations, as the Placement Agent may request at least one business day
before the time of purchase (as defined below).


 


Deliveries
of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel. All
actions taken at a Closing shall be deemed to have occurred simultaneously.


 




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Section
4. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 


(a)
Registration Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time
when any amendment to the Registration Statement has been filed or becomes effective or any supplement to any Prospectus Supplement or
any amended Prospectus Supplement has been filed and will furnish the Placement Agent with copies thereof. The Company will file promptly
all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section
13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus Supplement and for so long as the delivery of a prospectus
is required in connection with the Offering. The Company will advise the Placement Agent, promptly after it receives notice thereof (i)
of any request by the Commission to amend the Registration Statement or to amend or supplement any Prospectus Supplement or for additional
information, and (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment thereto or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto
or any order preventing or suspending the use of the Base Prospectus or any Prospectus Supplement or any amendment or supplement thereto
or any post-effective amendment to the Registration Statement, of the suspension of the qualification of the Securities for offering
or sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such purpose, or of any request by
the Commission for the amending or supplementing of the Registration Statement or a Prospectus Supplement or for additional information.
The Company shall use its best efforts to prevent the issuance of any such stop order or prevention or suspension of such use. If the
Commission shall enter any such stop order or order or notice of prevention or suspension at any time prior to the completion of the
Offering, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new
registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable. Additionally,
the Company agrees that in connection with the Offering, it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as
applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable
efforts to confirm that any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.


 


(b)
Blue Sky Compliance. If required by law, the Company will cooperate with the Placement Agent and the Investors in endeavoring
to qualify the Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent
and the Investors may reasonably request and will make such applications, file such documents, and furnish such information as may be
reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided further
that the Company shall not be required to produce any new disclosure document other than a Prospectus Supplement. The Company will, from
time to time, prepare and file such statements, reports and other documents as are or may be required to continue such qualifications
in effect for so long a period as the Placement Agent may reasonably request for distribution of the Securities. The Company will advise
the Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities
for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event
of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain
the withdrawal thereof at the earliest possible moment.


 




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(c)
Amendments and Supplements to a Prospectus Supplement and Other Matters. The Company will comply with the Securities Act and the
Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities
as contemplated in this Agreement, the Incorporated Documents and any Prospectus Supplement. If during the period in which a prospectus
is required by law to be delivered in connection with the distribution of Shares contemplated by the Incorporated Documents or any Prospectus
Supplement (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment of the
Company or in the reasonable opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement
the Incorporated Documents or any Prospectus Supplement in order to make the statements therein, in the light of the circumstances under
which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents
or any Prospectus Supplement or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly
prepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment
to the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus Supplement that
is necessary in order to make the statements in the Incorporated Documents and any Prospectus Supplement as so amended or supplemented,
in the light of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement,
the Incorporated Documents or any Prospectus Supplement, as so amended or supplemented, will comply with law. Before amending the Registration
Statement or supplementing the Incorporated Documents or any Prospectus Supplement in connection with the Offering, the Company will
furnish the Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to
which the Placement Agent reasonably objects.


 


(d)
Copies of any Amendments and Supplements to a Prospectus Supplement. The Company will furnish the Placement Agent, without charge,
during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of the
Incorporated Documents and any Prospectus Supplement and any amendments and supplements thereto (including any Incorporated Documents,
if any) as the Placement Agent may reasonably request.


 


(e)
Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement
Agent, make any offer relating to the Shares that would constitute an Company Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with
the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents
in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that
it shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply with the requirements
of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing
with the Commission, legending and record keeping.


 




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(f)
Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock for at least the
next three (3) years.


 


(g)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in,
or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities
of the Company.


 


(h)
Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit
and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement
Agent’s prior written consent.


 


(i)
Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public
its involvement with the Offering.


 


(j)
Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.


 


(k)
Research Matters. By entering into this Agreement, the Placement Agent does not
provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby
acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly
or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e),
the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating
or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt
of business or compensation.


 


Section
5. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the
accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date
hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations
hereunder on and as of such dates, and to each of the following additional conditions:


 


(a)
Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus Supplement (in accordance
with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have
been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no
order preventing or suspending the use of any Prospectus Supplement shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities
or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock
exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated
by any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part
of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the
placement terms and arrangements.


 




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(b)
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement
and each Prospectus Supplement, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a
manner reasonably satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and
information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.


 


(c)
No Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the
Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect
(as defined in the Purchase Agreement) or development involving a prospective material adverse change in the condition or the business
activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration
Statement and Prospectus.


 


(d)
Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of legal
counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement
Agent and in form and substance satisfactory to the Placement Agent.


 


(e)
Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated
as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the
Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents,
any Prospectus Supplement, and this Agreement and to the further effect that:


 


(i)
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date,
and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or
prior to such Closing Date;


 


(ii)
No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement
has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened
under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities
of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and
no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities
commission, securities regulatory authority or stock exchange in the United States;


 




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(iii)
When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such
certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with
the Commission, and any Prospectus Supplement, contained all material information required to be included therein by the Securities Act
and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects
conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,
as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus Supplement, did not and
do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that the
preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since
the effective date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations
of the Commission thereunder to be set forth in the Incorporated Documents which has not been so set forth; and


 


(iv)
Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any
Prospectus Supplement, there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the
subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent,
that is material to the Company and the subsidiaries taken as a whole, incurred by the Company or any subsidiary, except obligations
incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the
exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any subsidiary; (e) any dividend or
distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured)
to the property of the Company or any subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.


 




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(f)
Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market,
and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration
of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall
the Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration
or listing.


 


(g)
Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received
such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of
the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction
of any of the conditions or agreements, herein contained.


 


If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by
the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability
on the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution)
and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.


 




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Section
6. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses
incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and
expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp taxes in connection
with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified
public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping
and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts),
the Base Prospectus and each Prospectus Supplement, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees,
reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection with qualifying or registering
(or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state
securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing
a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements
thereto, advising the Placement Agent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident
to the review and approval by the FINRA of the Placement Agent’s participation in the offering and distribution of the Shares;
(viii) the fees and expenses associated with including the Shares and the Warrant Shares on the Trading Market; (ix) all costs and expenses
incident to the travel and accommodation of the Company’s and the Placement Agent’s employees on the “roadshow,”
if any; and (x) all other fees, costs and expenses of the Company related to the Offering.


 


Section
7. Indemnification and Contribution. The Company agrees to indemnify the Placement Agent in accordance with the provisions of Exhibit
A to the Investment Banking Agreement, which is incorporated by reference herein and made a part hereof.


 


Section
8. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other
statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent,
the Company, or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery
of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to a Placement Agent, or to the Company,
its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and
reimbursement agreements contained in this Agreement.


 




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Section
9. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, telecopied or e-mailed and confirmed
to the parties hereto as follows:


 


If
to the Placement Agent to the address set forth above, attention: General Counsel, facsimile: (305) 572-4220


 


With
a copy to: 


 


Sheppard,
Mullin, Richter & Hampton LLP


30
Rockefeller PlazaNew York, New York 10112


E-Mail:
rafriedman@sheppardmullin.com


Attention:
Richard Friedman


 


If
to the Company, 70 Doppler, Irvine, California 92618, attention: General Counsel


 


With
a copy to: 


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas, 11th Floor


New
York, New York 10105


E-Mail:
bigrossman@egsllp.com


Attention:
Barry Grossman


 


Any
party hereto may change the address for receipt of communications by giving written notice to the others.


 


Section
10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,
officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative,
and no other person will have any right or obligation hereunder.


 


Section
11. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of
this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and
only such minor changes) as are necessary to make it valid and enforceable.


 


Section
12. Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this Agreement
and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in all other respects
by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of the Placement Agent
and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions
contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action
or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States
District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Placement Agent and the Company
further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in
the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees
that service of process upon the Company mailed by certified mail to the Company’s address shall be deemed in every respect effective
service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by
certified mail to the Placement Agent’s address shall be deemed in every respect effective service process upon the Placement Agent,
in any such suit, action or proceeding. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither
the Placement Agent nor its affiliates, and the respective officers, directors, employees, agents and representatives of the Placement
Agent, its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates, shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction
described herein except for any such liability for losses, claims, damages or liabilities incurred by us that are finally judicially
determined to have resulted from the willful misconduct or gross negligence of such individuals or entities. If either party shall commence
an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 




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Section
13. General Provisions.


 


(a)
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to the contrary,
the Investment Banking Agreement dated June 16, 2020 between the Company and the Manager and the Investment Banking Agreement dated August
2, 2021 between the Company and the Placement Agent shall each continue to be effective and the terms therein, including but not limited
to Section 4 and Section 5 with respect to any future offerings, shall continue to survive and be enforceable by the Placement Agent,
in accordance with its respective terms.. This Agreement may be executed in two or more counterparts, each one of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified
unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by
each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not
affect the construction or interpretation of this Agreement.


 


(b)
The Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length, are
not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those duties
and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the Company. The
Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged
breach of fiduciary duty in connection with the offering of the Securities.


 


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If
the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all
counterparts hereof, shall become a binding agreement in accordance with its terms.


 


	 	Very
    truly yours, 
	 	 
	 	HANCOCK
    JAFFE LABORATORIES, INC.,
	 	a
    Delaware corporation
	 	 	                    
	 	By:	 
	 	Name:	 
	 	Title:	 


 


The
foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.


 


	LADENBURG
    THALMANN & CO. INC.	 
	 	 	 
	By:	 	 
	Name:	Nicholas
    Stergis	 
	Title:	Managing
    Director	 


 




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