LOAN
AGREEMENT DRICBDH0615


 


This
AGREEMENT is made June 30th, 2015


 


BETWEEN


 


BYODINE
HOLDING SA, a company incorporated under the laws of SWITZERLAND and whose registered office is situated at c/o GRF Fiduciaire
SA, Rue de la Gare13, 1110 Morges, Switzerland (hereunder referred to as “the Lender”).


 


And


 


HANCOCK
JAFFE LABORATORIES, INC. a company incorporated under laws of Delaware with an address at 70 Doppler, Irvine, California, 92618
(hereunder referred to as “the Borrower”).


 


WHEREAS:


 


	 	1.	The Lender, Byodyne
    Holdings, SA and;
	 	 	 
	 	2.	The Borrower Hancock
    Jaffe Laboratories Inc. (HJL);
	 	 	 
	 	 	Wish to enter into an
    agreement whereby the Borrower shall enter into a loan from the Lender for the following purpose:


 


	 	a.	To provide HJL with
    the financial means to:


 


	 	i.	The financing of all
    necessary steps to complete an Initial Public Offering including, but not limited to, a reverse Take Over followed by a PIPE.
	 	 	 
	 	ii.	Daily operations including,
    but not .limited to, the manufacturing of biological devices for pre-clinical
    and clinical trials (e.g. heart valves, venous valves).
	 	 	 
	 	iii.	To
    proceed to the necessary     actions (including FDA filings and clinical trials) to receive approvals for. the early and late
    stage product developments


 


	 	3.	The Lender is aware
    that the Borrower, HJL and its affiliates, are doing business in research and development in life sciences (e.g. development
    of biological valves and tissue engineering, dermal fillers etc.)


 


IT
IS HEREBY AGREED AS FOLLOWS:


 


	1.	PURPOSE AND DEFINITIONS


 


	 	1.1.	This Agreement sets
    out the terms and conditions upon which the Lender will make available to the Borrower a loan of up to USD 2,200,000 (two
    million two hundred thousand US Dollars) in several installments over a period of eight months.
	 	 	 
	 	1.2.	In this Agreement the
    words and expressions specified below shall have the meaning attributed to them below:


 


“Borrower”
being the said Hancock Jaffe Laboratories Inc., its heirs and successors in title, assigns administrators, executors and personal
representatives.


 


“Business
Day” being a day on which in each country or place banks or other relevant financial institutions are open for the transaction
of business of the nature concerning any act is required to be effectuated under this Agreement.


 







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“US
Dollars” being the legal currency, and at any relevant time hereunder, the sign “USD” refers to the currency
of the United States of America.


 


“Date
of Advance” refers to the Business Day upon which the Lender advances or makes available the Loan to the Borrower.


 


“Event
of Default” refers to any one of the events mentioned in Clause 9 of this Agreement.


 


“HJL”
being the said Hancock Jaffe Laboratories Inc. of Irvine, California.


 


“Lender”
being the said Biodyne Holding SA its heirs in title, successors, assigns, administrators, executors and personal representatives.


 


“Loan”
being the sum of up to USD 2,200,000 (two million two hundred thousand United States Dollars) to be advanced in parts over a period
of eight months as per the terms of the present Agreement or the balance thereof outstanding at any relevant time.


 


“Loan
Period” being the period from the Date of Advance lasting for so long as this Agreement shall subsist and have effect.


 


The
headings in this Agreement are inserted for convenience only and shall be ignored when construing this Agreement. Clause 1.1 hereof
is descriptive only and shall have the legal effect of a recital. Unless the context otherwise requires, words denoting the singular
number only shall include the plural and vice versa and words denoting persons shall include corporations and partnerships. The
words “written” and “in writing” include printing, engraving, lithography, photography
or other means of visible reproduction. References to Clauses, Clauses and paragraphs are to be construed as references to Clauses,
Clauses and Paragraphs of and to this Agreement.


 


	2.	REPRESENTATIONS
    AND WARRANTIES


 


	 	2.1.	The Borrower hereby
    represents and warrants to the Lender that:


 


	 	2.1.1.	The Borrower is a validly
    existing Corporation under the laws of Delaware and it has full power to carry on its business and to enter into and perform
    its obligations under this Agreement and has complied with all statutory and other requirements relative to its business,
    and will throughout the Loan Period, maintain its good standing;
	 	 	 
	 	2.1.2.	The Borrower shall
    not during the Loan Period issue to any person any Power of Attorney authorizing such person to sell, transfer, let, charge,
    mortgage or otherwise alienate or encumber HJL or its assets without the prior written consent of the Lender;
	 	 	 
	 	2.1.3.	All necessary consents
    and authorizations for the Borrower to enter into and perform this Agreement have been obtained and will be maintained in
    full force and effect throughout the Loan Period and at the date of this Agreement no further consents or authorizations are
    necessary for the repayment of the Loan and the payment of interest and other monies hereby secured;
	 	 	 
	 	2.1.4.	This Agreement constitutes
    or will when executed constitute the valid and legally binding obligation of the Borrower and the other parties thereto enforceable
    in accordance with their respective terms;


 







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	 	2.1.5.	The
    execution, delivery and performance of this Agreement by the Borrower will not exceed any power granted by or violate in any
    material respect any provision of (1) any law or regulation or any order or decree
    of any governmental authority, agency or court to which the Borrower is subject or (2) any mortgage, charge, deed, contract
    or other undertaking or instrument .to which the Borrower is a party or which is binding upon it or its assets;
	 	 	 
	 	2.1.6.	No action, suit or
    proceeding is pending or threatened against the Borrower before any court, board of arbitration or administrative agency which
    could or might result in any material adverse change in the business or condition (financial otherwise) of any of them;
	 	 	 
	 	2.1.7.	The
    Borrower is not in default under any agreement to which it is a party or by which it may be bound and no litigation, arbitration
    or administrative proceedings are presently current or pending or, to the knowledge of the Borrower, threatened which might
    have a material adverse effect on the Borrower or on the ability of the Borrower to perform its obligations under this Agreement;
	 	 	 
	 	2.1.8.	All information supplied
    by the Borrower to the Lender in connection with this Agreement shall at the time such information is supplied be true and
    accurate;


 


	3.	CONDITIONS
    PRECEDENT
	 	 
	 	The
    obligation of the Lender to make available the Loan (or any parts thereof) shall be conditional upon:


 


	 	3.1.	The representations
    and warranties stated in Clause 2 thereof being true and correct;
	 	 	 
	 	3.2.	Every six months, HJL
    shall provide the Lender with a business report describing achievement and milestones.


 


	4.	AGREEMENT
    TO LEND
	 	 
	 	The Lender, relying
    upon each of the Representations and Warranties set out in this Agreement and in particular Clauses 2 & 3 above,
    hereby agrees with the Borrower, subject to and upon the terms of this Agreement, that it will grant the Loan to the
    Borrower on June 30th, 2015.
	 	 
	 	As collateral, HJL shall
    provide to the lender a transferrable Promissory Note.


 


	5.	REPAYEMENT


 


	 	5.1.	The Loan shall bear
    interest at the rate of three per cent (3%) per annum. The interest shall be calculated as from the date the Lender will remit
    the Loan (June 30th, 2015)
	 	 	 
	 	5.2.	The
    above interest shall be due and payable by the Borrower to the Lender on an annual basis, the first payment to be deferred
    until November 1st, 2016.
	 	 	 
	 	5.3.	The Borrower undertakes
    to repay to the Lender the Loan plus any unpaid interest accruing thereon
    by November 1st,
     2016.
	 	 	 
	 	5.4.	The Borrower Is entitled to repay the loan and
    the accrued Interests at any time before November 1st, 2016 without any prejudice.


 







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	6.	EVENTS
    OF DEFAULT


 


	 	6.1.	The Lender may without
    prejudice to any of its other rights, terminate its obligations under this Agreement and all outstanding repayment
    of the Loan together with all monies costs and expenses payable by the Borrower hereunder shall immediately become repayable
    and the Lender shall immediately become entitled to resort to its remedies or actions hereunder (all or any and in whichever
    order of realization the Lender may choose) and to exercise all or any rights and remedies thereunder if:


 


	 	6.1.1.	any repayment of the
    Loan, accrued interest or any other amount to be paid under this Agreement is not received within 30 days from the due date
    at the appointed place of payment, or
	 	 	 
	 	6.1.2.	any of the representations
    and warranties contained in this Agreement hereof are untrue or inaccurate or at any time during the Loan Period become untrue
    or inaccurate, or
	 	 	 
	 	6.1.3.	the Borrower commits
    a breach of the Covenants contained in Clause 8 below or makes default under any other provision of this Agreement, or
	 	 	 
	 	6.1.4.	there has been in the
    opinion of the Lender a material adverse change in the financial condition of the Borrower, or
	 	 	 
	 	6.1.5.	the Borrower becomes
    bound to repay prematurely any other loan or similar obligation by reason of a default in their obligations in respect of
    the same and in any such case the default is not remedied by the Borrower within 30 days after written notice from the Lender
    requesting remedial action, or
	 	 	 
	 	6.1.6.	any governmental license,
    authorization, consent or approval at any time necessary to enable the Borrower to comply with their respective obligations
    hereunder shall be revoked or withheld or materially modified or shall otherwise fail to remain in full force and effect,
    or
	 	 	 
	 	6.1.7.	any proceedings are
    threatened or commenced against the Borrower, which in the opinion of the Lender may materially adversely affect the financial
    condition of the Borrower or
	 	 	 
	 	6.1.8.	any decree or order
    shall be made by any competent Court adjudging the Borrower insolvent or bankrupt under the insolvency or bankruptcy laws
    of the United States or any similar legislation of any jurisdiction or any subdivision thereof or any order shall be made
    for the appointment of .any receiver, trustee, curator, or sequestrator (or similar official) of the Borrower in respect of
    all or a substantial part its assets, or
	 	 	 
	 	6.1.9.	the Borrower shall
    be unable to, or shall admit inability to, pay its respective debts as they fall due, or shall enter into any composition
    or arrangement with its or her creditors generally, or
	 	 	 
	 	6.1.10.	the Borrower shall
    without the consent in writing of the Lender stop payment to creditors. generally or cease or threaten to cease to carry on
    its business or any substantial part thereof or shall threaten to dispose of the whole or a substantial part of its undertaking
    or assets, or
	 	 	 
	 	6.1.11.	the business of the
    Borrower is wholly or partially curtailed by any seizure or intervention by or under authority of any government or if all
    or a substantial part of the undertaking, property or assets of the Borrower are seized, nationalized, expropriated or compulsorily
    purchased by or under authority of any government.
	 	 	 
	 	6.1.12.	if
    current liabilities of the Borrower exceed its current assets over a continuous period equaling or exceeding 90 days, or if
    he the Borrower shall suffer an operating loss which in the opinion of the Lender materially affects the Borrower’s
    ability to earn profits or income at the level earned over the 12 months immediately preceding such loss and which operating
    loss is not offset by further profits and gains within the period of 90 days next occurring.


 


 




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	 	6.1.13.	If the Lender considers
    that market conditions are such that there is a risk of default by the Borrower or the Borrower may not be able to fulfill
    any of its obligations.


 


	7.	INDEMNITY


 


	 	7.1.	Without prejudice to
    the Lender’s rights, on the occurrence of an Event of Default the Borrower shall indemnify the Lender against and pay
    to the Lender on demand such amount or amounts as shall be sufficient to cover all costs and expenses of collection of all
    outstanding repayment monies and/or the loan and all other amounts payable hereunder including (without limitation) all legal
    fees.


 


	8.	COVENANTS


 


	 	8.1.	As long as any part
    of the Loan or any other monies hereunder shall remain outstanding the Borrower hereby covenants and agrees that :


 


	 	8.1.1.	the Borrowers shall
    provide the Lender with such financial and other similar information relating to the Borrower as the Lender may from time
    to time reasonably request;
	 	 	 
	 	8.1.2.	The Borrower will procure
    that at all times all governmental consents required by law for the validity, enforceability and legality of this Agreement
    and of all matters herein contemplated and of the performance thereof by the Borrower remain in full force and effect;
	 	 	 
	 	8.1.3.	The
    Borrower will promptly advise the Lender on becoming aware of ·the occurrence of (1) any Event of Default or condition,
    act or event which on the giving of notice, the lapse of time or any other fulfillment would become an Event of Default and
    (2) any material adverse factor which may inhibit the Borrower in the performance of this obligations herein;


 


	9.	ASSIGNMENT


 


	 	9.1.	This Agreement shall
    be binding upon and shall ensure to the benefit of the Borrower and the Lender and their respective successors and assigns,
    provided that the Borrower may not assign its rights or liabilities herein without the prior written consent of the Lender.
    Provided always that the Lender may assign the present agreement to any third party and said assignment shall be binding
    on the Borrower as if the third party was on original party to this Agreement.


 


	10.	EXPENSES


 


	 	10.1.	All expenses (including
    legal fees and stamp duties) incurred in connection with the drafting execution and enforcement of this Agreement shall be
    shared equally between the Lender and the Borrower.


 






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	11.	FORCE
    MAJEURE


 


	 	11.1.	The Lender shall not
    be liable for any failure to perform the whole or any part of this Agreement resulting directly or indirectly from the action
    or inaction or purported action of ·any government or govemmental authority or any strike, boycott, or blockade.


 


	12.	APPLICABLE
    LAW


 


	 	12.1.	THIS
    AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF CANTON DE VAUD, SWITZERLAND AND THE PARTIES HEREIN.
    HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF CALIFORNIA. PROCESS SHALL BE DEEMED PROPERLY SERVED
    IF LEFT AT OR SENT BY RECORDED MAIL TO THE REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS OF THE RELEVANT PARTY OR THEIR
    LAST KNOWN PLACE OF BUSINESS.


 


	13.	NOTICES, ETC


 


	 	13.1.	Save as otherwise provided
    herein, every notice or demand under this Agreement shall be in writing but may be given or made by letter, facsimile or telegram.
    Notwithstanding anything herein contained, to be valid, any such notice or demand must contain sufficient references and/or
    particulars to render it readily identifiable with the subject matter of this Agreement.


 


Every
notice or demand to be given by the Borrower to the Lender hereunder shall be sent to Biodyne Holding SA. c/o GRF Fiduciaire SA,
Rue de la Gare13, 1110 Morges, Switzerland.


 


Every
notice or demand to be given by the Lender to the Borrower hereunder shall be sent to Hancock Jaffe Laboratories, Inc., 70 Doppler,
Irvine, California 92618.


 


	 	13.2.	Every notice or demand
    given or made hereunder shall in the case of a letter, be deemed to have been received 48 hours after dispatch and, in the
    case of a fax or e-mail, at the time of dispatch thereof.


 


	14.	WAIVER


 


	 	14.1.	Save as may be expressly
    otherwise provided herein, time is of the essence of this Agreement but no failure or delay on the part of the Lender to exercise
    any power or right under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by the Lender
    of any power or right hereunder preclude any other or further exercise thereof or the exercise of any other power or right.
	 	 	 
	 	14.2.	The remedies provided
    herein are cumulative and are not exclusive of any remedies provided by law.


 









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	15.	INVALIDITY
    OF PROVISIONS


 


	 	15.1.	If
    at any time any one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect under any law
    the validity, legality and enforceability of the remaining provisions hereof shall not thereby in any way be affected or impaired.


 


SIGNATURE
PAGE FOLLOWS


 


 







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IN
WITNESS whereof the Parties hereto have caused this agreement to be duly executed by them or their duly authorized officers
as of the day and year first written above.


 


LOCATION
AND DATE: 70 Doppler, Irvine, California 92618


 


NAME
OF SIGNEE: Norman Jaffe, President


 


	SIGNATURE:	/s/ Norman Jaffe	 
	 	 	 
	For and on behalf of:	 



 


Hancock
Jaffe Laboratories, Inc.


 


Borrowers
Bank: Comerica Bank


6540
Irvine Center Drive, Irvine, California 92618


SWIFT:
MNBDUS33


Routing
Number: 121137522


Account
Number: 1892625623


 


LOCATION
AND DATE: ______________________


 


NAME
OF SIGNEE: _______________________


 


	SIGNATURE	/s/ Yury Zhivilo 	 


 


For
and on behalf of:


 


Biodyne
Holdings SA


 


Lenders
Bank: Raiffeisenbank


Engiadina
Val Muster, Stradun, 7550 Scuol, CH- Schweiz



SWIFT:
RAIFCH22844


IBAN:
CH5681144000030960798


 




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