Asset
Purchase Agreement


 


This
Asset Purchase Agreement is dated March 18, 2016 (“Agreement”) and is by and between LeMaitre Vascular,
Inc. with offices at 63 Second Avenue, Burlington, MA 01803 (“LMAT”) and Hancock Jaffe Laboratories, Inc.
with offices at 70 Doppler, Irvine, CA 92618 (“HJL” and together with LMAT, the “Parties”).


 


WHEREAS,
HJL owns and operates a business (“ProCol® Business”) that consists of the development, manufacture and
sale of the ProCol® line of Products, as defined on Schedule A;


 


WHEREAS,
HJL is party to an Exclusive Supply and Distribution Agreement date March 26, 2014, as amended to date (“Current Supply
Agreement”) with CryoLife, Inc. (“CRY”) pursuant to which CRY distributes the Products;


 


WHEREAS,
Article 16 of the Current Supply Agreement grants in favor of CRY an exclusive, freely-transferable option (“Option”)
to purchase from HJL all assets used in the manufacture, distribution, marketing and sale of the Products and provides for
an asset purchase agreement between the holder of the Option and HJL and a new supply agreement (“Post-Acquisition Supply
Agreement”); and


 


WHEREAS,
simultaneously with the execution and delivery hereof, LMAT is (i) acquiring the Option from CRY under that certain Option Purchase
Agreement (the “Option Purchase Agreement”) between LMAT and CRY of even date, (ii) delivering to HJL a purchase
election notice indicating exercise of the Option, (iii) entering into that certain Tripartite Agreement dated as of the date
hereof among HJL, CRY and LMAT (the “Tripartite Agreement”) that describes the exchange of rights, monies,
and assets among the three entities and (iv) entering into an amended version of the Post-Acquisition Supply Agreement with HJL
(the “2016 Supply Agreement”).


 


NOW
THEREFORE in consideration of the mutual promises herein set forth and for other good and valuable consideration, receipt of which
the parties acknowledge, and conditioned on the complete execution and delivery of the OPA, the Tripartite Agreement and the Supply
Agreement by all parties thereto, the Parties agree as follows:


 


	 	1.	Purchase
    and Sale. Subject to the terms and conditions set forth herein, LMAT hereby purchases from HJL, and HJL hereby sells,
    assigns, transfers and delivers to LMAT, all legal and beneficial right, title, and interest of HJL in and to all of the following
    assets, rights, and properties (such assets, rights and properties collectively, the “Purchased Assets”), in
    each case, free and clear of any and all encumbrances of any kind, including tax liens: All property and assets (including
    equipment and tooling) used in, developed or acquired for use in, or helpful for the manufacture, distribution, sale, licensing,
    packaging, sterilization and, marketing and sale of the Products, including without limitation


 




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	 	 	a.	all
    documents and electronic files describing the form, fit and function of the Products, including all manufacturing instructions,
    design and functionality specifications, specifications for deionized water, tissue procurement specifications, specifications
    and processes for manufacturing, testing, storing, packaging, shipping or labeling the Products and all tangible and intangible
    rights thereto as well as all art work, prototypes, mechanical renderings, patterns, and all other designs and works of authorship
    (“Specifications”);
	 	 	 	 
	 	 	b.	the
    Purchased Technology and the Purchased Intellectual Property, and in each case all documents and information relevant thereto;
	 	 	 	 
	 	 	c.	the
    physical assets including the equipment, fixtures, molds and tooling listed on Schedule 1C hereto (“Equipment”);
	 	 	 	 
	 	 	d.	The
    complete master records and studies for each of the Products and the contents thereof including all complaints, validations,
    clinical data, viral inaction studies, adverse event reports, corrections, recalls, quality management documents and the like
    (“Product History Files”);
	 	 	 	 
	 	 	e.	All
    clearances, approvals (including Premarket Approval from the U.S. Food and Drug Administration (the “FDA”)),
    licenses, registrations, authorizations and permits issued with regard to the Products including those listed on Schedule
    1E hereto (“Regulatory Permits”) and all correspondence, documents, data, files, supplements,
    quality     and other systems and filings associated therewith (“Regulatory Files”);
	 	 	 	 
	 	 	f.	All
    raw materials, components, work-in-process, demonstration and finished goods including the items listed on Schedule
    1F (“Inventory”);
	 	 	 	 
	 	 	g.	All
    literature, brochures and training materials regarding the Products including all manuals, advertisements, instructions for
    use, customer cards and the like (“Literature”);
	 	 	 	 
	 	 	h.	All
    information regarding the customers and suppliers of services and products for the Products, including those listed on Schedule
    1H hereto (“Customer and Supplier Information”);
	 	 	 	 
	 	 	i.	The
    costed bill of materials for the Products (the “BOM”); and
	 	 	 	 
	 	 	j.	All
    rights to the sale and distribution of the Products worldwide.
	 	 	 	 
	 	2.	Excluded
    Assets. The Purchased Assets do not include: cash, accounts receivables, insurance policies, contract rights not specifically
    included in the Purchased Assets, and the Licensed Intellectual Property.


 




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	 	3.	Purchase
    Price. The purchase price (the “Purchase Price”) for the Purchased Assets and the IP License (as defined
    below) is $665,000 (the “Cash Portion”) plus the royalty described in Section 6 (the “Royalty”).
    $332,500, representing 50% of the Cash Portion, is paid herewith by wire transfer. $166,250, representing 25% of the Cash
    Portion, shall be paid, subject to offset, if any, in accordance with Section 15(f) hereof, by wire transfer on September
    18, 2016 (the “First Holdback Amount”). $166,250, representing 25% of the Cash Portion (the “Second
    Holdback Amount” and together with the First Holdback, the “Holdback Amounts”) shall be paid,
    subject to offset, if any, in accordance with Section l5(f) hereof, by wire transfer upon the earlier of (i) confirmation
    by LMAT of the commercial sale of a Product manufactured by LMAT at its Burlington, Massachusetts plant and (ii) March 18,
    2017. The Purchase Price shall be allocated among the Purchased Assets for tax purposes in a manner mutually agreed to by
    the parties within 30 days after the Closing. It is agreed by the Parties that such allocation was arrived at by arm’s
    length negotiation and in the judgment of the Parties properly reflects the fair market value of such assets. It is further
    agreed that the allocations under this Section 3 will be prepared in a manner consistent with Section 1060 of the Internal
    Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Such allocations will be binding on all Parties
    for federal, state, local and other tax purposes and will be consistently reflected by each Party on such Party’s tax
    returns.
	 	 	 	 
	 	4.	Closing.
    The closing of the transactions contemplated hereby (“Closing”) will take place simultaneously with the
    execution and delivery of this Agreement in Irvine, California on March 18, 2016 (“Closing Date”) and shall
    be effective as of 11:00 a.m., Pacific time, on the Closing Date. The Parties shall deliver to the other the documents and
    items set forth below:
	 	 	 	 
	 	 	a.	At
    the Closing, HJL shall deliver to LMAT:
	 	 	 	 	 






	 	 	 	i	All
    tangible embodiments of the Purchased Assets, including, without limitation, the items set forth on Schedule 4A hereto;
	 	 	 	 	 
	 	 	 	ii.	Good
    and sufficient instruments of transfer transferring to LMAT all of HJL’s right, title, and interest in and to the Purchased
    Assets, including, without limitation, an executed bill of sale in the form of Exhibit A hereto (the “Bill
    of Sale”) and an instrument of assignment of certain of HJL’s Intellectual Property in the form of Exhibit
    B hereto;
	 	 	 	 	 
	 	 	 	iii.	A
    certificate of an officer of HJL, executed on behalf of HJL as a Party hereto, and dated as of the Closing in the form of
    Exhibit C hereto;
	 	 	 	 	 
	 	 	 	iv.	All
    written consents, approvals, waivers, notices, or similar authorizations required to be obtained or given by HJL in order
    to consummate the transactions contemplated hereby, in form and substance reasonably satisfactory to LMAT, including copies
    of the signed consent of the Board of Directors of HJL and, if necessary, the signed consent of the stockholders of HJL;
	 	 	 	 	 
	 	 	 	v.	Non-competition
    agreements in the form of Exhibit D hereto, signed by each of HJL’s directors;


 




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	 	 	 	vi.	Evidence of the termination of that certain
    Security Agreement dated March 26, 2014, as amended, between HJL and CRY and evidence of the filing of a UCC financing statement
    with the State of Delaware showing the release of all security interests in the Purchased Assets by CRY;
	 	 	 	 	 
	 	 	 	vii.	An executed 2016
    Supply Agreement in the form attached hereto as Exhibit E; and
	 	 	 	 	 
	 	 	 	viii.	An executed regulatory
    letter in the form attached hereto as Exhibit F;
	 	 	 	 	 
	 	 	b.	At the Closing, LMAT shall deliver
    to HJL:
	 	 	 	 	 
	 	 	 	i.	A purchase election
    notice in the form of Exhibit G hereto;
	 	 	 	 	 
	 	 	 	ii.	The portion of the Purchase Price due at Closing;
	 	 	 	 	 
	 	 	 	iii.	A certificate of
    an officer of LMAT, executed on behalf of LMAT as a Party hereto, dated as of the Closing in the form of Exhibit H
    hereto; and
	 	 	 	 	 
	 	 	 	iv.	Any Bill of Sale, instrument of assignment of
    HJL Intellectual Property, or any other ancillary agreement contemplated herein to which LMAT is a party.
	 	 	 
	 	5.	No
    Liabilities. LMAT assumes none of HJL’s liabilities, express or implied, whether pertaining to the Purchased Assets
    or otherwise whether now existing or hereafter arising whether accrued, absolute, contingent, or otherwise, known or unknown,
    asserted or unasserted. Without limitation, LMAT assumes no liability or responsibility for any of HJL’s employees or
    any employee compensation.
	 	 	 
	 	6.

         
	Royalty.
    LMAT shall pay to HJL an amount equal to ten percent (10%) of LMAT’s Net Sales (as defined below) of the Products during
    the three year period ending on March 18, 2019 (the “Royalty Period”). The Royalty shall be paid quarterly
    in arrears within 60 days of quarter close and shall not exceed $2 million in any 12 month period or $5 million in the aggregate
    for the Royalty Period. For the purpose of the Royalty, “Net Sales” means the total sales of the Products
    by LMAT from commercial distribution excluding fees, freight and shipping costs and reduced by credits and returns. The term
    Net Sales does not include revenues received by LMAT (or any of its affiliates) from transactions with an affiliate of LMAT
    unless such affiliate is the end user of the Product. For the avoidance of doubt, no Royalty shall apply to any sales of Products
    after March 18, 2019.







 




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	 	 	During
    the Royalty Period and for a period of one year thereafter, HJL shall have a right to audit at its own expense upon reasonable
    notice, through an independent accounting firm reasonably acceptable to LMAT (the “Reviewing Firm”), the
    records of LMAT relating to Net Sales under customary confidentiality obligations to confirm that proper Royalty payments
    have been made. If, however, underpayments of more than 10% are determined by such independent accounting firm and are not
    disputed by LMAT pursuant to the procedure set forth in the paragraph below, LMAT shall pay the applicable audit expenses
    and pay HJL to the extent of such underpayment. If overpayments are determined, the HJL shall reimburse LMAT to the extent
    of such overpayment. HJL may not audit more than once annually and only with respect to the four (4) preceding quarterly periods.
    LMAT shall keep accurate records of its Net Sales as required by law and to permit the audits described in this Section 6
    to be properly conducted.
	 	 	 
	 	 	If
    LMAT     delivers written notice (the “Dispute Notice”) to HJL within ten (10) business days of being
    informed by     the Reviewing CPA in writing of an underpayment in excess of 10%, stating that LMAT objects to the Reviewing
    CPA’s     determination, and specifying the basis for such objection in reasonable detail, the Parties will attempt to
    resolve the dispute     as promptly as practicable. If the Parties are unable to reach agreement within 30 days after
    delivery of the Dispute Notice,     the Parties shall mutually designate an independent accounting firm unaffiliated with the
    either Party (the “Expert”)     to resolve the disputed items specified in the Dispute Notice. The Expert
    will (i) resolve the disputed items specified     in the Dispute Notice and (ii) calculate the Net Sales for, as modified
    only by the resolution of such items, and in each     case in accordance with the methodology for the calculation of
    “Net Sales” as provided in this Agreement. The     determination of the Expert will be made within 30 days after
    being selected and will be final and binding upon the parties.     The fees and expenses of the Expert will be borne by the
    party whose position did not prevail in such determination, or if     the Expert determines that neither party could be
    fairly found to be the prevailing party, then such fees, costs and expenses     will be borne 50% by LMAT, on the one hand,
    and 50% by HJL, on the other.
	 	 	 
	 	7.	Release.
    This Asset Purchase Agreement and the 2016 Supply Agreement replace the Current Supply Agreement in its entirety, including
    without limitation, the Option and the provisions of the Current Supply Agreement that pertain to the purchase and sale of
    the Purchased Assets. HJL hereby releases and forever discharges LMAT from any and all obligations and liabilities under the
    Current Supply Agreement, including the Option and all obligations to pay any amounts thereunder, including Advances, Profit
    Sharing Payments and/or Deductions (as those terms are defined in the Current Supply Agreement).
	 	 	 	 
	 	8.	HJL’s
    Representations and Warranties. HJL hereby makes to LMAT the representations and warranties contained in this Section
    8:
	 	 	 	 
	 	 	a.	Authority;
    Organization. HJL hereby represents and warrants to LMAT that (A) the execution and delivery of this Agreement and the
    consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action
    required on the part of HJL and no other proceedings on the part of HJL are necessary to authorize this Agreement to which
    it is a Party or to consummate the transactions contemplated hereby, (B) this Agreement has been duly and validly executed
    and delivered by HJL and constitutes the legal, valid, and binding agreement of HJL, enforceable against HJL in accordance
    with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
    or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii)
    as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and
    (C) HJL is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.


 




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	 	 	b.	No
    Conflicts. HJL hereby represents and warrants to LMAT that the execution, delivery, and performance by HJL of this Agreement,
    and the consummation of the transactions contemplated hereby, does not and will not violate or conflict with the bylaws of
    HJL, any material contract, agreement, or instrument to which HJL is a party or by which it or its properties are bound, or
    any judgment, decree, order, or award of any court, Governmental Body, or arbitrator by which HJL is bound, or any law, rule,
    or regulation applicable to HJL.
	 	 	 	 
	 	 	c.	Title
    to Purchased Assets. HJL exclusively owns all of the Purchased Assets, and has and is conveying to LMAT hereunder good,
    valid, and marketable title in and to all of its property and rights, tangible and intangible, included in the Purchased Assets,
    in each case free and clear of all liens, licenses and encumbrances of any kind, including tax liens.
	 	 	 	 
	 	 	d.	Sufficiency.
    Other than premises and working capital, the Purchased Assets and the Licensed Intellectual Property (A) are all of the assets
    used or held for use in the ProCol Business as the same has been operated immediately prior to the date hereof, and (B) constitute
    all of the assets necessary for LMAT to continue to operate the ProCol Business as operated by HJL as of the date hereof and
    as presently proposed to be conducted.
	 	 	 	 
	 	 	e.	No
    Liability. HJL hereby represents and warrants to LMAT that to HJL’s knowledge, LMAT will not be subject to any liabilities
    relating to the Purchased Assets or the Licensed Intellectual Property or the operation of the ProCol Business prior to the
    Closing, whether accrued, absolute, contingent, or otherwise, which individually, or in the aggregate, could have a material
    adverse effect on the ProCol Business.
	 	 	 	 
	 	 	f.	Intellectual
    Property. The Product IP includes all of the Intellectual Property used in the ProCol Business. HJL exclusively owns all
    of the Licensed Intellectual Property, in each case free and clear of all liens, licenses and encumbrances of any kind, including
    tax liens. HJL hereby represents and warrants that (A) there is no pending or threatened claim, action, suit, or proceeding
    involving a claim that the manufacture, distribution, or sale of any Products, or the use of any materials to be provided
    by HJL to LMAT, infringes or violates the Intellectual Property Rights of any other Person; (B) neither the Licensed Intellectual
    Property nor the manufacture, distribution, or sale of any Products nor the Purchased Assets, infringes, violates, or misappropriates
    the Intellectual Property Rights of any other Person; and (C) to its knowledge, there is no safety or efficacy issue with
    regard to the Product that would impair the ability of LMAT to successfully market and sell the Product worldwide.


 




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	 	 	g.	Litigation.
    There is no Proceeding pending or currently threatened in writing against HJL that involves any of the Purchased Assets, the
    Licensed Intellectual Property, current customers or any suppliers serving the ProCol Business, questions the validity of
    this Agreement, or the right of HJL to enter into or consummate, or seeks to enjoin or obtain damages with respect to, the
    transactions contemplated hereby. The foregoing includes, without limitation, Proceedings pending or threatened in connection
    with the ProCol Business involving the use of any current employees of HJL of any information or techniques allegedly proprietary
    to any of their former employers, or their obligations under any agreements with former employers. There is no Proceeding
    with respect to the ProCol Business by HJL currently pending or which HJL intends to initiate.
	 	 	 	 
	 	 	h.	Regulatory.
    The Purchased Assets, the Licensed Intellectual Property, the Products and HJL’s manufacturing, promotion and sale of
    the Products have complied and are in compliance, in all material respects, with all current applicable laws, statutes, rules,
    regulations, ordinances, standards, guidelines, or orders administered, issued, or enforced by the FDA or any other Governmental
    Body having regulatory authority or jurisdiction over the ProCol Business and the Products. HJL and, to its knowledge, its
    suppliers and manufacturers are in compliance, in all material respects, with all applicable laws, statutes, rules, regulations,
    ordinances, standards, guidelines, or orders administered, issued, or enforced by the FDA or any other Governmental Body,
    relating to the methods and materials used in, and the facilities and controls used for, the design, manufacture, processing,
    packaging, labeling, storage, and distribution of the Products, and all Products have been processed, manufactured, packaged,
    labeled, stored, handled, and distributed by HJL in compliance with all applicable laws, statutes, rules, regulations, ordinances,
    standards, guidelines, or orders administered, issued, or enforced by the FDA or any other Governmental Body. Further, no
    action has been taken by any Governmental Body, or is in the process of being taken, that will slow, halt, or enjoin the manufacturing
    of the Products or the operation of the ProCol Business or subject the manufacturing of the Products or the ProCol Business
    to regulatory enforcement action. HJL has not received from the FDA or any other Governmental Body, and there are no facts
    which would furnish any reasonable basis for, any notice of adverse findings, FDA warning letters, regulatory letters, notices
    of violations, warning letters, Section 305 criminal proceeding notices under the FDCA (The United States Federal Food, Drug,
    and Cosmetic Act), or other similar communication from the FDA or other Governmental Body, and there have been no seizures
    conducted or, to HJL’s knowledge, threatened by the FDA or other Governmental Body, and no recalls, market withdrawals,
    field notifications, notifications of misbranding or adulteration, or safety alerts conducted, requested, or threatened by
    the FDA or other Governmental Body relating to the ProCol Business or to the Products. Immediately before Closing, there are
    no currently existing facts that will (A) cause the withdrawal or recall, or require suspension or additional approvals or
    clearances, of any Products currently sold by HJL, (B) require a change in the manufacturing, marketing classification, labeling
    (other than any changes required due to the transactions contemplated hereby), or intended use of any such Products, or (C)
    require the termination or suspension of marketing of any such Products. None of the Products have been recalled or subject
    to a field safety notification (whether voluntarily or otherwise); and HJL has not received written notice (whether completed
    or pending) of any proceeding seeking recall, suspension, or seizure of any Products.


 




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	 	 	i.	Product
    Liability. Attached hereto as Schedule 8I is a true and complete copy of the Product warranty. There are no
    existing     or threatened claims against HJL for services or merchandise related to the ProCol Business which are defective
    or fail to     meet any service or product warranties. HJL has not incurred liability arising out of any injury to
    individuals as a result     of the ownership, possession, or use of any Product, and there has been no inquiry or
    investigation made in respect thereof     by any Governmental Body.
	 	 	 
	 	 	j.	Copies.
    HJL has provided LMAT true and complete copies or originals of the Specifications, Product History Files, Regulatory Permits,
    Regulatory Files, and Literature.
	 	 	 
	 	 	k.	Suppliers.
    A true and complete list of all suppliers of the ProCol Business, together with contact information, to the extent available,
    and pricing for each component sold to HJL, is attached hereto as Schedule 8K. Except for that certain Services and
    Materials Supply Agreement dated as of March 4, 2016 between ATSCO, Inc, and HJL, there are no contracts between HJL and any
    of its suppliers to the ProCol Business. HJL has no knowledge of any condition, event or occurrence that could reasonably
    be anticipated to materially adversely affect the supply of materials or provision of services to the ProCol Business by any
    third party.
	 	 	 
	 	 	l.	Customers.
    A true and complete list of all customers (the “Customer List”)
    that purchased Products from HJL during
    the two year period prior to March 26, 2014, showing the customer name, customer city and state is attached hereto as Schedule
    8L-l. HJL’s total Product sales for 2013 were at least $300,000.
	 	 	 
	 	 	m.	Regulatory
    Permits. The Regulatory Permits constitute all of the permits, licenses, approvals, registrations, consents and authorizations
    required for the conduct of the ProCol Business in all jurisdictions where the Products are manufactured or sold. All such
    Regulatory Permits are valid and subsisting and in good standing and there is no default thereunder. HJL has not received
    notice or threat regarding revocation, suspension or limitation of any of the Regulatory Permits and HJL is in compliance
    in all material respects therewith.


 




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	 	 	n.	Financial
    Information. HJL’s unaudited income statement for the ProCol Business for the twenty-two month period ended December
    31, 2015 is attached as Scheduled 8N-1, except that it excludes corresponding revenues from this period of $2,258,070
    received by HJL from CRY. The unaudited income statement accurately reflects the costs and expenses of the operations for
    the ProCol Business for the period reflected therein. HJL has operated in the ordinary course since November 2, 2015, and
    there have been no material adverse changes in HJL’s financial position or operations since the dates thereof. Since
    March 26, 2014 (the “Initiation Date”), HJL has not sold or transferred any Product to any Person
    other than CRY.
	 	 	 
	 	 	o.	BOM.
    The BOM attached hereto as Schedule 8O accurately and completely sets forth the raw materials and parts, and the quantities
    of each, needed to manufacture the Products.
	 	 	 
	 	 	p.	Insurance.
    HJL presently maintains, and has continually maintained for the past 36 months, the insurance coverages set forth in the insurance
    certificate dated February 11, 2016 (“Insurance Certificate”) and attached as Schedule 8P. There
    have been no claims made under such policies in the past 36 months.
	 	 	 
	 	 	q.	Solvency.
    HJL has paid, and will continue to pay, its debts as they come due.
	 	 	 
	 		r.	Maintenance.
    HJL has maintained the Equipment in good condition, reasonable wear and tear excepted.
	 	 	 
	 		s.	Inventory.
    HJL does not hold or own any raw Inventory or finished goods Inventory. All other Inventory consists of solely of items that
    (i) do not contain any materials that have less than twelve (12) months of remaining shelf life and (ii) are not damaged (due
    to failure to store at the requisite temperature or otherwise), obsolete or faulty.
	 	 	 
	 	 	t.	Confidentiality.
    None of the processes, methodologies, trade secrets, research and development results, and other know-how included in the
    Product Intellectual Property the value of which is contingent upon maintenance of the confidentiality thereof, has been disclosed
    by HJL to any person other than employees, contractors, customers, consultants, representatives and agents of HJL who are
    parties to customary confidentiality and non-disclosure agreements with HJL.
	 	 	 
	 	 	u.	Brokers’
    Fees. HJL has made no agreement or taken any other action which will cause LMAT to become obligated for any broker’s or other fee or commission as a result of any of the transactions contemplated by this Agreement.
	 	 	 
	 	9.	LMAT’s
    Representations and Warranties. LMAT represents and warrants to HJL that:


 




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	 	 	a.	Authority,
    Organization. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby
    have been duly and validly authorized by all necessary corporate action required on the part of LMAT and no other proceedings
    on the part of LMAT are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This
    Agreement has been duly and validly executed and delivered by LMAT and constitutes the legal, valid, and binding agreement
    of LMAT, enforceable against LMAT in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency,
    reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement
    of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive
    relief, or other equitable remedies. LMAT is a corporation duly organized, validly existing, and in good standing under the
    laws of the State of Delaware.
	 	 	 
	 	 	b.	No
    Conflicts. The execution, delivery, and performance by LMAT of this Agreement, and the consummation of the transactions
    contemplated hereby, does not and will not violate or conflict with the governing documents of LMAT, any material contract,
    agreement, or instrument to which LMAT is a party or by which it or its properties are bound, or any judgment, decree, order,
    or award of any court, governmental body, or arbitrator by which LMAT is bound, or any law, rule, or regulation applicable
    to LMAT.
	 	 	 
	 	 	c.	Litigation.
    There is no proceeding pending or, to LMAT’s knowledge, currently threatened against LMAT that questions the validity
    of this Agreement or the right of LMAT to enter into or consummate, or seeks to enjoin or obtain damages with respect to,
    the transactions contemplated hereby. There is no proceeding with respect to the ProCol Business by LMAT currently pending
    or which LMAT intends to initiate.
	 	 	 
	 	 	d.	Brokers’
    Fees. LMAT has made no agreement or taken any other action which will cause HJL to become obligated for any broker’s
    or other fee or commission as a result of any of the transactions contemplated by this Agreement.
	 	 	 
	 	10.	Use
    of Certain Purchased Assets.
	 	 	 
	 	 	a.	Transition
    Equipment. HJL may continue to use the Equipment listed on Schedule l0A (the “Transition Equipment”)
    for the sole purpose of complying with HJL’s obligations under the 2016 Supply Agreement. HJL shall at its own expense
    maintain the Transition Equipment in good condition, reasonable wear and tear excepted. Upon termination of the 2016 Supply
    Agreement for any reason, HJL shall promptly comply, at LMAT’s expense, with LMAT’s instructions with regard to
    the disposition of the Transition Equipment then in HJL’s possession, which may include, in LMAT’s sole discretion,
    their destruction, sale or shipment to LMAT (or any combination of the same).


 




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	 	 	b.	Intellectual
    Property. HJL’s use of the Purchased Intellectual Property and the Purchased Technology shall be governed by Article
    10 of the 2016 Supply Agreement.
	 	 	 
	 	 	c.	Reference
    to PMA. HJL shall be entitled to reference the Premarket Approval P020049 (“PMA”) for the Products
    or any of its contents to support the FDA approval or clearance of the Specified Products. LMAT agrees to provide to HJL a
    letter to FDA indicating LMAT’s consent to such reference. Nothing in this Section 10(c) is intended to grant HJL any
    ownership or license rights in the PMA.
	 	 	 
	 	11.	Additional
    Covenants of HJL. HJL shall hereafter:
	 	 	 
	 	 	a.	2016
    Supply Agreement. Comply with and timely perform its obligations under the 2016 Supply Agreement;
	 	 	 
	 	 	b.	Insurance.
    Maintain the insurance coverage described in the Insurance Certificate for at least three years following the termination
    of the 2016 Supply Agreement and name LMAT as an additional insured on its product liability policy from the date hereof until
    such three years has lapsed;
	 	 	 
	 	 	c.	Further
    Assurances. Upon the reasonable request of LMAT and without further consideration, HJL shall execute, acknowledge, and
    deliver all such further deeds, bills of sale, assignments, transfers, conveyances, powers of attorney, and assurances as
    may reasonably be required or appropriate to convey and transfer to and vest in LMAT and protect its right, title, and interest
    in the Purchased Assets to be transferred hereunder and in the Licensed Intellectual Property and to carry out the transactions
    contemplated by this Agreement;
	 	 	 
	 	 	d.	Non-Compete.
    Until March 18, 2021, HJL will not, and will cause its affiliates not to, either alone or in conjunction with any Person,
    directly or indirectly, (i) engage in any competition with LMAT with respect to the design, development, manufacture, marketing
    or sale of any of the Products (a “Competing Business”);
    (ii) enter the employ of, render services
    to, or have services rendered from any Person (or any affiliate of any person) who or which is engaged in a Competing Business
    with respect to such Competing Business (whether directly or indirectly); or (iii) acquire a financial interest in, or otherwise
    become actively involved with, any Competing Business, directly or indirectly, as a partner, shareholder, officer, director,
    principal, agent, trustee, or consultant.
	 	 	 
	 	 	e.	Non-Solicitation.
    HJL will not, whether on its own behalf or on behalf of its affiliates or in conjunction with any Person, directly or indirectly
    employ or solicit, encourage or attempt to solicit, or encourage any person who is, at the time of such solicitation, encouragement,
    or attempted solicitation or encouragement, an employee of LMAT or any of its affiliates to leave the employment of LMAT or
    its affiliates.


 




    	11



    	 



    

 


	 	 	f.	No
    Interference. HJL will not, whether on its own behalf or on behalf of its affiliates or in conjunction with any Person,
    directly or indirectly interfere with the business relationship that LMAT has or may have with any supplier to the ProCol
    Business.
	 	 	 
	 	 	g.	Non-Disclosure.
    HJL shall not at any time directly or indirectly divulge, or permit to be divulged to others, or use in any way any Proprietary
    Information. As used herein, the term “Proprietary Information” shall mean the terms of this Agreement,
    the 2016 Supply Agreement and the Tripartite Agreement and all confidential information concerning LMAT, the ProCol Business
    and the Purchased Assets, including customer lists, trade secrets and any other Intellectual Property, data, information,
    documents, inventions, developments, or forms owned or used by HJL and included in the Purchased Assets transferred to LMAT
    pursuant to this Agreement, whether or not any of the foregoing is published or unpublished, protected or susceptible to protection
    under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure
    such protection; provided however, that HJL may disclose Proprietary Information solely to the extent and in the circumstances
    reasonably required to be disclosed by a court of competent jurisdiction or required by law to be disclosed to a Governmental
    Body; provided, however, that HJL provides to LMAT reasonable advance opportunity, where practicable, to seek in camera or
    other protection with respect to such disclosure; provided, further, that HJL may disclose the existence of this Agreement,
    the 2016 Supply Agreement or the Tripartite Agreement if required pursuant to the Securities Act of 1933, as amended, or the
    Securities Exchange Act of 1934, as amended, in which case the Parties shall seek confidential treatment in such agreements
    as permitted by the Securities and Exchange Commission. Proprietary Information shall not include any information that has
    become public knowledge other than by breach of this Agreement by HJL. HJL shall not disclose the Licensed Intellectual Property
    to any third party unless such third party has entered into a customary confidentiality and non-disclosure agreement in writing
    with HJL, which HJL shall provide to LMAT upon reasonable request.


 




    	12



    	 



    

 


	 	 	h.	Warranty
    on CRY Inventory. With respect to the Products LMAT is concurrently purchasing from CRY, HJL hereby warrants to LMAT that,
    at the time HJL shipped such Products to CRY: (i) the Products were free from defects in design, manufacture, materials, and
    workmanship under normal intended use and service, in accordance with all Applicable Laws (as defined below) and requirements
    including, but not limited to, the United States Food, Drug and Cosmetic Act and the regulations promulgated thereunder, as
    amended from time to time (the “Act’’), and the Good Manufacturing Practices/Quality System
    Regulations set forth in 21 C.F.R. Section 820 (“GMP/QSR Regulations”) and not adulterated under the Act;
    (ii) the Products were manufactured, tested, stored, packaged, labeled, and shipped in compliance with the Specifications
    and all Applicable Laws including, but not limited to, the Act and GMP/QSR Regulations; (iii) the Product labeling (including
    instructions and information relating to the storage, handling, maintenance, transportation, and implantation of the Product
    labeling) and related Product information provided by HJL (“Product Information”) is approved, accurate
    and complete in all respects and in compliance with regulatory clearances for the Products, not misbranded under the Act,
    and in compliance with Applicable Laws; (iv) the Products have a shelf life of at least 36 months with a minimum of 30 complete
    months shelf life remaining; and (v) HJL’s manufacturing facility, and manufacturing process for the Products, were
    in compliance with all OMP/QSR Regulations and ISO 13485:2003, EN 46001 requirements. LMAT shall have available any and all
    remedies available in law or equity in the event any Products do not meet the foregoing warranties. Prior to returning any
    Products alleged to be defective, LMAT shall notify HJL in writing of the claimed defect and, where available, shall include
    the lot and serial number of such Products. THE WARRANTIES SET FORTH IN THIS SECTION 11H ARE INTENDED SOLELY FOR THE BENEFIT
    OF LMAT. ALL LOSSES UNDER THIS SECTION 11H SHALL BE MADE BY LMAT AND MAY NOT BE MADE BY LMAT’S CUSTOMERS.
	 	 	 
	 	 	i.	Post-Closing
    Deliverables. Within 30 days of the Closing Date, HJL shall deliver to LMAT the following documents: original IDE G990018,
    original IDE G900154 and original IDE G000322.
	 	 	 
	 	12.	Additional
    Covenants of LMAT.
	 	 	 
	 	 	a.	Non-Solicitation.
    LMAT will not, without the written consent of HJL, whether on its own behalf or on behalf of its affiliates or in
    conjunction     with any Person, directly or indirectly employ or solicit, encourage or attempt to solicit or encourage any
    person who is,     at the time of such solicitation, encouragement, or attempted solicitation or encouragement, an employee
    of HJL or any of     its affiliates, to leave the employment of HJL or its affiliates.
	 	 	 
	 	13.	Additional
    Covenants of Both Parties.
	 	 	 
	 	 	a.	Notification
    of Certain Matters. Each Party to this Agreement shall give prompt notice to the other Party of the occurrence or non-occurrence
    of any event that would likely cause any representation or warranty made by such Party herein to be untrue or inaccurate or
    any covenant, condition, or agreement contained herein not to be complied with or satisfied (provided, however, that any such
    disclosure shall not in any way be deemed to amend, modify, or in any way affect the representations, warranties, and covenants
    made by any Party in or pursuant to this Agreement).
	 	 	 
	 	 	b.	No
    Disparagement. The Parties will not, whether on their own behalf or on behalf of such Party’s affiliates or in conjunction
    with any Person, directly or indirectly disparage the Products or the business reputation or employees of the other Party,
    or any of such Party’s affiliates, or take any actions, knowingly, willfully, or recklessly that are harmful to the
    other Party or its affiliates’ goodwill with their customers, clients, publishers, advertisers, marketers, vendors,
    employees, service providers, media, or the public.


 




    	13



    	 



    

 


	 	 	c.	Regulatory
    Matters. Each Party shall cooperate to promptly obtain all consents from all Governmental Bodies that may be or become
    necessary for the performance of its and the other Party’s obligations pursuant to this Agreement, including the transfer
    of the Purchased Assets, the IP License and the consummation of transactions contemplated by this Agreement.
	 	 	 
	 	14.	Transition
    Services. HJL shall allow LMAT’s employees reasonable access to HJL’s manufacturing facility for the purpose
    of training in the manufacturing processes for the Products until March 18, 2017. This shall include, but not be limited to,
    allowing LMAT employees to observe and videotape the manufacture of Products at HJL’s Irvine, CA facility within 14
    days of the Closing Date. Until March 18, 2017, HJL shall also provide LMAT at a facility of LMAT’s choosing: (a) a
    manufacturing engineer (or such other HJL employee acceptable to LMAT) to assist LMAT for up to ten business days in assembling
    manufacturing equipment and implementing manufacturing processes for the Products, and (b) a group leader to assist LMAT for
    up to ten business days in training LMAT’s employees in such manufacturing processes. Until March 18, 2017, HJL shall
    also provide up to twenty hours per month of related consultation services by telephone and email, but no more than 120 hours
    in the aggregate over such twelve-month period. All such manufacturing transition services during this twelve-month period
    shall be provided without charge. Thereafter HJL shall provide LMAT with such additional manufacturing transition services
    as LMAT may reasonably request at a rate of $400 per day (the “Consulting Rate”) per person. Until
    September 18, 2017, HJL shall provide LMAT with sales and marketing consulting services as LMAT may reasonably request, which
    will not exceed 10 business days, at the Consulting Rate. Travel for all such consulting and transition services shall be
    at LMAT’s sole cost and expense. Travel, hotel, and any other direct expenses must be pre-approved by LMAT and will
    be billed at cost. It is expected that air travel will be in coach class only and moderately priced hotels will be used. Rental
    cars may be used if less expensive than alternate means of transportation. Any additional expenses incurred for the purpose
    of delivering the activities in this section must be approved in writing by LMAT.
	 	 	 
	 	15.	Indemnification.
	 	 	 
	 	 	a.	Breach
    and Negligence. Each Party shall indemnify, defend and hold harmless the other and the other’s directors, officers,
    employees, agents and affiliated entities (“lndemnitees”) against any claim, damage or liability, including
    reasonable defense costs (“Damages”) to the extent caused by (i) a breach of any representation or warranty
    contained in this Agreement by such Party or (ii) a breach or default in the observance or performance of any term or provision
    of this Agreement by such Party; provided that the indemnity hereunder shall not be applicable to the extent such Damages
    are caused by the breach, negligence or willful misconduct of one or more Indemnitees.


 




    	14



    	 



    

 


	 	 	b.	HJL
    Indemnity. HJL shall indemnify, defend and hold harmless the LMAT Indemnitees against any and all Damages that (i) arise
    with respect to Products made by HJL prior to Closing (except to the extent LMAT recovers Damages from CRY under the Option
    Purchase Agreement) and (ii) may result from one or more claims by CRY or any other party under the Current Supply
    Agreement,     including without limitation all obligations to repay Advances and/or Deductions, in each case except to the
    extent caused     by LMAT’s breach, negligence or willful misconduct. LMAT agrees that it shall not make any claim for
    Damages under Section 15(b)(i) until it has fully pursued any claim for Damages against CRY under the Option Purchase
    Agreement and LMAT has determined     in good faith that it is not entitled to any further indemnification from
    CRY.
	 	 	 	 
	 	 	c.	LMAT
    Indemnity. LMAT shall indemnify, defend and hold harmless the HJL Indemnitees against Damages that may result from LMAT’s
    marketing and sale of Products after Closing, except to the extent caused by HJL’s breach of this Agreement or the 2016
    Supply Agreement, negligence or willful misconduct.
	 	 	 	 
	 	 	d.	Process.
    The indemnified party shall provide the indemnifying party with (i) prompt notice of any indemnifiable loss or claim, (ii)
    the option to assume the defense of any indemnified claim, and (iii) the right to approve or reject the settlement of any
    indemnified claim. If the indemnifying party assumes the defense, the indemnifying party shall not be liable for attorneys’
    fees thereafter incurred by the indemnified party. Each Party’s indemnification obligation shall survive termination
    of this Agreement. No Party hereto shall settle any claim or action on behalf of another Party hereto without the other Party’s
    prior written consent not to be unreasonably withheld.
	 	 	 	 
	 	 	e.	Limitations
    on Indemnification. Neither Party shall seek recourse against, and shall not recover from the other Party on account of
    any Damages pursuant to the indemnity provisions of this Section 15 until the cumulative and aggregate amount of all such
    Damages exceeds $20,000, in which case all such Damages shall be recoverable by the indemnified Party (including the first
    $20,000) subject to the limitation in the next sentence. Neither Party shall be entitled to recover from the other Party any
    Damages pursuant to the indemnity provisions of Section 15 to the extent such Damages exceed in the aggregate an amount equal
    to $2,700,000. Damages for consequential damages, indirect damages, incidental damages, punitive damages, lost profits or
    diminution of value will not be recoverable (except for losses required to be paid to a third party as a result of a third
    party claim for any of the foregoing). The obligation of a Party to indemnify any claim under this Section 15 shall be reduced
    by the full amount of any collectible insurance proceeds actually received by the indemnified Party with respect to such claim
    or the underlying facts under any applicable policy or policies. These limitations shall not apply in the case of intentional
    misrepresentation, intentional breach of a covenant or fraud.


 




    	15



    	 



    

 


	 	 	f.	Offset.
    Notwithstanding anything herein to the contrary, LMAT’s claims for indemnification pursuant to this Section 15 shall
    be satisfied first from the Holdback Amounts, second from any Royalty owing to HJL and third from any other amounts that may
    be owing from LMAT to HJL and then, to the extent those funds are insufficient to pay all such claims, directly by HJL pursuant
    to Section 15.
	 	 	 
	 	16.	Survival
    of Representations and Warranties. The representations and warranties contained in this Agreement and any other matters
    giving rise to indemnification related to a representation and warranty shall survive the Closing for a period of three (3)
    years from the Closing Date; except the representations and warranties under Sections 8A, 8B, 8C and 8H and Sections 8A and
    8B shall survive for thirty (30) days following the expiration of the applicable statute of limitations. Each of the covenants
    and agreements of LMAT and HJL contained herein shall survive the Closing and continue in full force and effect, subject to
    any limitation specifically applicable to such covenant or agreement hereunder. Any claims for indemnification must be made
    within the applicable survival period set forth above or such claim shall expire unless written notice by a Party of a breach
    or alleged breach thereof has been provided to the other Party on or prior to such date. Notwithstanding anything contained
    herein to the contrary, Section 17 hereof and the IP License shall survive in perpetuity.
	 	 	 
	 	17.	Irrevocable
    License. In consideration of LMAT’s agreement to pay the Purchase Price under Section 3(a), HJL hereby grants to
    LMAT an exclusive, fully paid up, royalty-free, worldwide, transferable, sublicenseable, perpetual and irrevocable right and
    license to use (and have used), make (and have made), reproduce, and make (and have made) derivative works of the Licensed
    Intellectual Property (“IP License”) in all fields other than with respect to (i) surgically implantable
    (non-percutaneous delivery) bioprosthetic heart valves derived from porcine tissue, (ii) surgically implantable (non-percutaneous
    delivery) bioprosthetic venous valves derived from porcine tissue and (iii) surgically implantable internal diameter 3mm Coreograft®
    coronary artery bypass prosthetic graft ((i), (ii) and (iii) constituting the “Specified Products”). For
    the avoidance of doubt, the exclusive nature of the IP License granted to LMAT means HJL may not use or transfer the Licensed
    Intellectual Property for any purpose other than the manufacture of the Specified Products by HJL or any acquirer of HJL or
    any acquirer of a Specified Product, as the right to use (and have used), make (and have made), reproduce, and make (and have
    made) derivative works of the Licensed Intellectual Property for any purpose other than the manufacture of the Specified Products
    vests solely in LMAT and its transferee(s).
	 	 	 
	 	18.	Entire
    Agreement. This Agreement (including all Schedules and Exhibits) (i) supersedes any other prior or contemporaneous agreement,
    whether written or oral, that may have been made or entered into by any Party or any of their respective affiliates (or by
    any director, officer or representative thereof) with respect to the subject matter hereof and (ii) constitutes the entire
    agreement of the parties hereto with respect to the matters provided for herein and there are no agreements or commitments
    by or among such parties or their affiliates with respect to the subject matter hereof, in each case except for that certain
    Tripartite Agreement and the 2016 Supply Agreement. No investigation or receipt of information by or on behalf of LMAT will
    diminish or obviate any of the representations, warranties, covenants or agreements of HJL under this Agreement.


 




    	16



    	 



    

 


	 	19.	Amendments.
    No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall
    be in writing and duly executed by LMAT and HJL.
	 	 	 
	 	20.	Successors
    and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective
    successors and permitted assigns. This Agreement is freely assignable by LMAT but may not be assigned by HJL, including
    without     limitation by operation of law, without the prior written consent of LMAT; provided, however, that any such
    assignment by LMAT     shall not relieve it of its obligations hereunder. For purposes of this Section, the term
    “assignment’’     shall include the consolidation or merger of a Party with and into a third party or the
    sale of all or substantially all of     the assets or business of a Party. Any attempted assignment in violation of this
    Section shall be null and void. Any acquirer     of HJL and any acquirer of any Specified Product shall be required to
    acknowledge LMAT’s rights to the IP License under     Section 17 of this Agreement.
	 	 	 
	 	21.	Counterparts.
    This Agreement may be executed in any number of counterparts, each of which when executed and delivered, shall constitute
    an original, but all of which together shall constitute one agreement binding on all Parties, notwithstanding that all Parties
    are not signatories to the same counterpart. Transmission by fax or by electronic mail of an executed counterpart of this
    Agreement shall be deemed to constitute due and sufficient execution and delivery of such counterpart. This Agreement, and
    any amendment or modification thereto, may not be denied legal effect or enforceability solely because it is in electronic
    form, or because an electronic signature or electronic record was used in its formation.
	 	 	 
	 	22.	Waiver.
    No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof;
    nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other
    right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies
    otherwise provided by law.
	 	 	 	 
	 	23.	Expenses.
    Each Party shall pay all of its respective costs and expenses incurred in connection with this Agreement and the transactions
    contemplated hereby.
	 	 	 	 
	 	24.	Definitions.
	 	 	 	 
	 	 	a.	“Applicable
    Laws” means all applicable common law, statutes, ordinances, rules, regulations or orders of any governmental authority,
    including applicable regulatory laws, rules and regulations, worldwide.
	 	 	 	 
	 	 	b.	“Governmental
    Body” means any: (a) nation, state, province, county, city, town, village, district, or other jurisdiction of any
    nature; (b) national, federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental
    authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other
    tribunal); (d) multi-national organization or body; or (e) body exercising, or entitled to exercise, any administrative, executive,
    judicial, legislative, police, regulatory, or taxing authority or power of any nature, including, without limitation, notified
    bodies for purposes of complying with the Medical Device Directive.


 






    	17



    	 



    




 


	 	 	c.	“Intellectual
    Property”     means all licenses, patents, applications, copyrights, designs and drawings, engineering and
    manufacturing documents,     technical manuals, patterns, processes, formulae, know-how, trade secrets, know-how, trademarks,
    service marks, trade names,     domain names, inventions and discoveries (whether patentable or not), computer software,
    source code, and other similar rights     and agreements, including without limitation any license or usage rights with
    respect to any of the foregoing, and all applications     therefor and registrations thereof, including without limitation
    all including without limitation the names of the products     and all trademark and service mark rights relating to such
    names, if any, along with the rights (common law or otherwise),     registrations and logos relating thereto, if any, and to
    the design elements and any variations or combinations thereof, and     any and all rights to sue for past, present and
    future infringement or other violations of the same, and all goodwill associated     with any of the foregoing.
	 	 	 	 
	 	 	d.	“Intellectual
    Property Rights” means any and all rights in and with respect to patents, copyrights, trademarks, confidential information,
    know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under
    contract or otherwise under law, and other similar rights or interests in intellectual or industrial property.
	 	 	 
	 	 	e.	“Licensed
    Intellectual Property” means, whether now existing or developed or acquired during the Transition Period in connection
    with the manufacture of the Products, all of HJL’s Intellectual Property, other than Purchased Intellectual Property,
    and all technology of HJL used in or helpful to the manufacture of the Products, other than the Purchased Technology.
	 	 	 	 
	 	 	f.	“Person”
    means any individual, corporation, limited liability company, partnership, association, trust, or any other entity or
    organization, including a Governmental Body.
	 	 	 	 
	 	 	g.	“Proceeding’’
    means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative,
    investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any court or other
    Governmental Body or referee, trustee, arbitrator or mediator.
	 	 	 	 
	 	 	h.	“Product
    IP” means the Purchased Intellectual Property, the Purchased Technology, and the Licensed Intellectual Property.


 




    	18



    	 



    

 





	 	 	i.	“Purchased Technology” means
    all technology that is used exclusively in connection with the manufacture of the Products.
	 	 	 	 
	 	 	j.	“Purchased Intellectual Property”
    means all of HJL’s Intellectual Property used exclusively in connection with the Products, including but not limited
    to the name ProCol®. Purchased Intellectual Property includes all confidential information concerning the ProCol Business
    and the Purchased Assets, including client and customer lists, supplier lists, trade secrets, know how, data, information,
    documents, inventions, developments, or forms owned or used by HJL included in the Purchased Assets transferred to LMAT pursuant
    to this Agreement, whether or not any of the foregoing is published or unpublished, protected or susceptible to protection
    under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure
    such protection, except in each case to the extent not used exclusively in connection with the manufacture of the Products.
	 	 	 	 
	 	 	k.	“Transition Period” means
the period from March 18 2016 to March 18 2017.
	 	 	 
	 	25.	Notices.
    All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if
    delivered in person, by e-mail or fax, by United States mail, certified or registered with return receipt requested, or by
    a nationally recognized overnight courier service, or otherwise actually delivered, addressed to the respective addresses
    of the Parties set forth below or at such other address as the respective Parties may designate by like notice from time to
    time. Any such notice, demand or communication shall be deemed given on the date given, if delivered in person, e-mailed or
    faxed or otherwise actually delivered, on the date received, if given by registered or certified mail, return receipt requested
    or given by overnight delivery service, or three days after the date mailed, if otherwise given by first class mail, postage
    prepaid. Notices shall be given as follows:




 








	 	If
    to     HJL:	 	Hancock
    Jaffe Laboratories, Inc.
	 	 	 	70
    Doppler
	 	 	 	Irvine,
    California 92618
	 	 	 	Attn:
    President
	 	 	 	 
	 	 	 	With
    a copy to:
	 	 	 	 
	 		 	K&L
    Gates LLP
	 	 	 	1 Park
    Plaza, Twelfth Floor
	 	 	 	Irvine,
    California 92614
	 	 	 	Attn:
    Michael A. Hedge
	 	 	 	 
	 	If
    to     LMAT:	 	LeMaitre Vascular, Inc.

                                                         63 Second Ave.

	 	 	 	Burlington,
    MA 01803
	 	 	 	Attn:
    Legal Dept.
	 	 	 	 
	 	 	 	With
    a copy by email to: legal@lemaitre.com


 




    	19



    	 



    

 





	 	26.	Injunctive
    Relief. The Parties acknowledge and agree that the breach of any binding provision of this Agreement by either Party would
    cause irreparable damage to the other Party and that the other Party will not have an adequate remedy at law. Accordingly
    the Parties agree that the non-breaching Party may obtain injunctive relief against a breach or threatened breach of any provision
    of this Agreement. Such remedy, however, shall be cumulative and not exclusive and shall be in addition to any other remedies
    that the Parties may have under this Agreement or otherwise.
	 	 	 
	 	27.	Governing
    Law. This Agreement and the legal relations among the parties hereto shall be governed and construed in accordance with
    the substantive laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws thereof.
    Each Party agrees that, in the event such Party elects to initiate litigation against the other Party, such Party will file
    such litigation in the state or federal courts of Massachusetts. Each Party hereby expressly and irrevocably waives any claim
    or defense in any action or proceeding brought in said jurisdictions based on any alleged lack of personal jurisdiction, improper
    venue, forum non conveniens or any similar basis.
	 	 	 
	 	28.	Rights
    of Third Parties. Nothing expressed or implied in this Agreement is intended or will be construed to confer upon or give
    any person or entity other than the parties hereto and their respective successors and permitted assigns any rights or remedies
    under or by reason of this Agreement or any transaction contemplated hereby.


 




    	20



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed and delivered this agreement under seal.





 





	HANCOC
    JAFFE LABORATORIES, INC.	 	LEMAITRE
    VASCULAR, INC.
	 	 	 
	 	/s/ Norman Jaffe	 	 	/s/ David Roberts
	By:	Norman Jaffe	 	By:	David Roberts
	Its:	President	 	Its:	President




 







    	21



    	 



    

 


Schedule
A-Products


 


Products
shall mean vascular bioprostheses for vascular access and any other vascular indication outside of the heart or brain (currently
branded as ProCol®, including but not limited to model nos. HJL016-10-N, HJL016-25-N, HJL016-30-N, and HJL016-40-N), but shall
not include products for indications relating to the creation of a blood pathway around a blocked artery in the heart with a diameter
of 3 mm or less and a length of 20 cm or less.


 




    	22



    	 



    

 















SCHEDULE
1C


 


	Part Number	 	Description	 	Manufacturer	 	Model #	 	Approximate Cost	 	 	Serial #	 	Date In Service	 	 
	HJL0114	 	Pressure Gauge	 	Ashcroft	 	T-1082	 	$	335.00	 	 	N/A	 	6/11/03	 	 
	HJL0115	 	Pressure Gauge	 	Ashcroft	 	T-1082	 	$	335.00	 	 	N/A	 	6/11/03	 	 
	HJL0136	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4950	 	7/30/14	 	 
	HJL0138	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4952	 	4/10/14	 	 
	HJL0139	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4953	 	4/10/14	 	 
	HJL0143	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4957	 	4/10/14	 	 
	HJL0144	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4958	 	4/10/14	 	 
	HJL0145	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4959	 	4/10/14	 	 
	HJL0173	 	Pump -Masterflex peristaltic	 	Cole Parmer	 	77410-00	 	$	3,234.00	 	 	A14000370	 	4/15/14	 	 
	HJL0180	 	Pump Masterflex peristaltic	 	Cole Parmer	 	77410-00	 	$	3,234.00	 	 	G14000231	 	7/18/14	 	 
	HJL0184	 	MasterFlex peristaltic
    pump L/S	 	Cole Parmer	 	07554-90	 	$	1,150.00	 	 	A15000579	 	4/3/15	 	 
	HJL0185	 	Masterflex peristaltic
    pump L/S	 	Cole Parmer	 	07554-90	 	$	1,150.00	 	 	A15000583	 	4/3/15	 	 
	HJL0186	 	MasterFlex peristaltic
    pump L/S	 	Cole Parmer	 	07554-90	 	$	1,150.00	 	 	A15001031	 	2/19/15	 	 
	HJL0187	 	MasterFlex peristaltic
    pump L/S	 	Cole Parmer	 	07554-90	 	$	1,150.00	 	 	A15001036	 	2/19/15	 	 
	HJL0190	 	23” Shrink Wrap Sealer
    with Timer	 	Midwest Pacific	 	MP-24SWT	 	$	250.00	 	 	N/A	 	6/4/15	 	 
	 	 	Light Boxes used for
    trimming/tying (Qty 10)	 	Unknown plastic fabricator	 	n/a	 	$	2,000.00	 	 	n/a	 	(10x$200/unit)	 	Send 2 to burlington
    at closing
	 	 	Mandril Holders	 	Unknown local machine
    shop	 	n/a	 	$	100.00	 	 	n/a	 	(2x$50/unit)	 	Send 2 to burlington
    at closing
	 	 	6mm Glass Mandrils	 	Unknown local Glass
    blower	 	n/a	 	$	10,000.00	 	 	n/a	 	(2000x$5ea)	 	Send 2 to burlington
    at closing
	HJL00113	 	Pressure Gauge Housing	 	Unknown plastic fabricator	 	n/a	 	$	100.00	 	 	N/A	 	(1x $100ea)	 	send 1 to burlington
    at closing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	$	44,498.00	 	 	 	 	 	 	 



 







    	 	 	 



    	 



    


 


Schedule
IE-Regulatory Permits


 





Premarket
Approval P020049


 




    	23



    	 



    

 


SCHEDULE
1F


HANCOCK
JAFFE


LABORATORIES,
INC.


 


March
15, 2016


 


At
the present time there are 1261 bovine mesenteric veins in process; all finished goods manufactured in the past 4 months have
been shipped to CryoLife.


 


/s/
Norman Jaffe


 


Hancock
Jaffe Laboratories, Inc. 70 Doppler Irvine, California 92618 USA


Phone
(949) 261 2900 Fax (949) 261 2992 e-mail info@hancockjaffe.com


 







    	 	 	 



    	 



    


 


Tissue
Lots Nov 2015-2016 (2)


 


	Lot #	 	T2814	 	 	T2818	 	 	T2819	 	 	T2820	 	 	T2824	 	 	T2825	 	 	T2826	 	 	T2827	 	 	T2828	 	 	T2829	 
	Fixation initiation
    date	 	1/6/2016	 	 	1/13/2016	 	 	1/13/2016	 	 	1/13/2016	 	 	1/20/2016	 	 	1/20/2016	 	 	1/20/2016	 	 	1/21/2016	 	 	1/21/2016	 	 	1/26/2016	 
	#
    Vessels	 	 	38	 	 	 	37	 	 	 	23	 	 	 	22	 	 	 	30	 	 	 	29	 	 	 	36	 	 	 	24	 	 	 	24	 	 	 	29	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	1261	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 










    	 	Page 1	 



    	 



    

 


Tissue
Lots Nov 2015-2016 (2)


 





	T2830	 	 	T2831	 	 	T2832	 	 	T2833	 	 	T2834	 	 	T2835	 	 	T2836	 	 	T2837	 	 	T2838	 	 	T2839	 	 	T2840	 	 	T2841	 	 	T2842	 	 	T2843	 
	1/26/2016	 	 	1/27/2016	 	 	1/27/2016	 	 	1/28/2016	 	 	1/28/2016	 	 	2/2/2016	 	 	2/2/2016	 	 	2/3/2016	 	 	2/3/2016	 	 	2/4/2016	 	 	2/4/2016	 	 	2/9/2016	 	 	2/9/2016	 	 	2/10/2016	 
	 	28	 	 	 	28	 	 	 	27	 	 	 	31	 	 	 	31	 	 	 	27	 	 	 	26	 	 	 	27	 	 	 	27	 	 	 	23	 	 	 	23	 	 	 	26	 	 	 	26	 	 	 	23	 



 




    	 	Page 2	 



    	 



    

 


Tissue
Lots Nov 2015-2016 (2)





 


	T2844	 	 	T2845	 	 	T2846	 	 	T2847	 	 	T2848	 	 	T2849	 	 	T2850	 	 	T2851	 	 	T2852	 	 	T2853	 	 	T2854	 	 	T2855	 	 	T2856	 	 	T2857	 
	2/10/2016	 	 	2/11/2016	 	 	2/11/2016	 	 	2/17/2016	 	 	2/17/2016	 	 	2/17/2016	 	 	2/17/2016	 	 	2/17/2016	 	 	2/18/2016	 	 	2/18/2016	 	 	2/23/2016	 	 	2/24/2016	 	 	2/24/2016	 	 	2/24/2016	 
	 	22	 	 	 	33	 	 	 	33	 	 	 	28	 	 	 	29	 	 	 	18	 	 	 	24	 	 	 	23	 	 	 	29	 	 	 	29	 	 	 	32	 	 	 	32	 	 	 	25	 	 	 	24	 



 




    	 	Page 3	 



    	 



    

 


Tissue
Lots Nov 2015-2016 (2)


 





	T2858	 	 	T2859	 	 	T2860	 	 	T2861	 	 	T2862	 	 	T2863	 	 	T2864	 	 	T2865	 
	2/25/2016	 	 	2/25/2016	 	 	2/25/2016	 	 	3/1/2016	 	 	3/1/2016	 	 	3/1/2016	 	 	3/2/2016	 	 	3/2/2016	 
	 	27	 	 	 	27	 	 	 	27	 	 	 	26	 	 	 	26	 	 	 	25	 	 	 	29	 	 	 	28	 



 




    	 	Page 4	 



    	 



    

 





Schedule
4A-Assets Delivered at Closing


 





	 	●	All
    Premarket Approval files and all supplements (originals)
	 	●	All
    validations, including testing results (originals)
	 	●	All
    manufacturing instructions (originals or copies), as further described on the following page
	 	●	All
    tissue procurement specifications (originals or copies), as further described on the following page
	 	●	All
    Component Specifications (copies), as further described on the following page
	 	●	Quantity
    2 - Light boxes for tissue trimming/tying
	 	●	Quantity
    2 - Mandril holders
	 	●	Quantity
    2 - Glass Mandrils
	 	●	Quantity
    1 - Asset #HJL00113 pressure gauge housing
	 	●	Schedule
    of all Changes made since the last FDA Annual Report


 




    	 	24 	 



    	 



    




 





SCHEDULE
8I


 








This
Agreement necessary or appropriate to allow CL to satisfy such commitments including providing appropriate Products to CL at
the Transfer Prices set forth herein as if the Agreement were still in effect.


 


	 	(e)	HJL
    shall not use CL’s model numbers for the Products except for any Products sold to CL, and shall identify the Products only
    by model numbers that are not confusingly similar to CL’s designated model numbers.
	 	 	 
	 	(f)	CL’s
    and HJL’s obligations pursuant to Sections 2.6, 2.8, 2.9, 2.10, 8.4, 8.5 and Articles 1, 3, 7, and 11-19
    shall survive termination of this Agreement. All other provisions of this Agreement shall terminate upon termination
    of this Agreement.


 


ARTICLE
11


PRODUCT WARRANTIES


 





	11.1.	Warranty.
    HJL warrants to CL that: (i) the Products, including the Existing Inventory and Initial Build Inventory, delivered to CL under
    this Agreement will be saleable and useable in a clinical setting and will conform to the then current and agreed Specifications
    for Products; (ii) the Products, including the Existing Inventory and Initial Build Inventory, will be free from defects in
    design, manufacturing, materials and workmanship under normal intended use and service, in accordance with all Applicable
    Laws and requirements including, but not limited to, the Act and GMP/QSR Regulations; (iii) the Products, including the Existing
    Inventory and Initial Build Inventory, have been manufactured, tested, stored, packaged, labeled and shipped in compliance
    with the Specifications and all Applicable Laws including, but not limited to, the Act and GMP/QSR Regulations; (iv) the Product
    information (including instructions and information relating to the storage, handling, maintenance, transportation and implantation
    of the Product labeling) and related Product information provided by HJL (“Product Information”) shall be accurate
    and complete in all respects; (v) the Products shall have a shelf life of at least 54 months with at least 42 months shelf
    life remaining when received by CL (not including the Existing Inventory); (vi) HJL’s manufacturing facility is and at the
    time of manufacture shall be in compliance with all GMP/QSR Regulations and ISO 13485:1996, EN 46001 requirements; (vii) HJL
    has and at the time of manufacture shall have all approvals and consents required to mark the Products with a CE Mark; and
    (viii) the Products, including the Existing Inventory and Initial Build Inventory, are free and clear of any liens, security
    interests or encumbrances of any nature whatsoever. CL shall have available the remedies provided for in Section 6.7 in the
    event any Products do not meet the foregoing warranties prior to returning any Products alleged to be defective, CL shall
    notify HJL in writing of the claimed defect and shall include the lot and serial number of such Products, as well as the number
    and date of the invoice therefor.
	 	 
	11.2.	Limited
    Warranty. THE WARRANTIES SET FORTH IN
    SECTION 11.1 ARE INTENDED SOLELY FOR THE BENEFIT OF CL. ALL CLAIMS THEREUNDER SHALL BE MADE BY CL AND MAY NOT BE MADE BY CL’S
    CUSTOMERS. THE WARRANTIES SET FORTH IN SECTION 11.1 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY
    DISCLAIMED AND EXCLUDED BY HJL, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
    THE SOLE AND EXCLUSIVE REMEDIES OF CL FOR BREACH OF THE WARRANTY DESCRIBED IN SECTION 11.1 SHALL BE LIMITED TO THE REMEDIES
    PROVIDED IN THIS AGREEMENT.
	 	 
	11.3.	CL
    Warranty Obligations. CL shall not make
    any representations or warranties with respect to HJL’s liability therefore except as set forth in this Article.










 








ARTICLE
12


 REPRESENTATIONS,
WARRANTIES AND INDEMNIFICATION


 


12.1.
Indemnification


 



    	 	25 	 



    	 



    





 


SCHEDULE
8K


 


COMPONENTS
AND CONTROLLED SUPPLIES


 


	2/22/2016,
        11:54 AM 

LIST APPROVED BY:

        

        

	DATE REQUESTED:

                                                          
REQUESTED
BY:	

                                                          










 


	QTY	 	CODE	 	ITEM	 	SPEC
    #	 	MANUFACTURER

        

        (When
        required for consistency)
	 	PURCHASED
    FROM	 	CAT
    #	 	UNIT
	 	 	B	 	CARTON,
    UNIT	 	MD-01-0191	 	Pacific
    Western Container	 	KWW	 	9QHJ3404	 	EA/1
	 	 	B	 	CLOSURES
    (PP, 28-400)	 	MD-01-0050	 	Wheaton	 	Wheaton	 	W012200RA	 	M
	 	 	B	 	ENVELOPE,
    RETURN	 	MD-01-0215	 	Main
    Graphics	 	Main
    Graphics	 	Custom	 	EA/1
	 	 	B	 	FOAM
    UNIT CARTON LINER	 	MD-01-0052	 	Victory
    Foam	 	KWW	 	Custom	 	EA/1
	 	 	B	 	GLUTARALDEHYDE	 	MD-01-0003	 	Avantor
    (JT Baker) M757-09	 	Gallade
    Chem	 	9QHJT20G	 	CS/4x4L
	 	 	 	 	“	 	“	 	 	 	VWR	 	JTM752-9	 	EA/4L
	 	 	 	 	“	 	“	 	Fisher
    Scientific	 	Fisher
    Scientific	 	02957-4	 	CS/4(4L)
	 	 	B	 	GLASS
    PACKAGING TUBES	 	MD-01-0073	 	 	 	 	 	 	 	 
	 	 	 	 	30x250	 	A5	 	Wheaton
    Science Packaging	 	Wheaton
    Science Packaging	 	Dwg.
    1402901	 	EA/1
	 	 	 	 	30x400	 	A6	 	Wheaton
    Science Packaging	 	Wheaton
    Science Packaging	 	Dwg.
    W010909	 	EA/1
	 	 	 	 	30x500	 	A7	 	Wheaton
    Science Packaging	 	Wheaton
    Science Packaging	 	Dwg.
    W010910	 	EA/1
	 	 	B	 	MANDRILS/
    FINAL PACKAGING	 	MD-01-0196	 	T
    & G Scientific Glass	 	T
    & G Scientific Glass	 	Spec
    #	 	EA/1
	 	 	 	 	5
    mm x 38.0 -38.5 cm	 	A3	 	“	 	“	 	“	 	“
	 	 	 	 	4
    mm x 23.0 - 23.5 cm	 	A4	 	“	 	“	 	“	 	“
	 	 	 	 	5
    mm x 47.0 - 47.5 cm	 	A6	 	“	 	“	 	“	 	“
	 	 	B	 	PATIENT
    REGISTRATION FORM	 	MD-01-0110	 	Optimal
    Print Technologies	 	Optimal
    Print Technologies	 	Custom	 	 
	 	 	D	 	LABEL,
    STOCK device or carton (print in house) white gloss, adhesive backed, 8.5“x2.” for laser printer	 	Described
    in appropriate label spec MD-01-0065	 	 	 	onlinelabels.com	 	OL1985WS	 	Sheet
	 	 	D	 	LABEL
    STOCK, carton end panel (print in house) white gloss, adhesive backed, 2.75“x2.75.” for laser printer	 	Described
    in appropriate label spec MD-01-0066	 	 	 	onlinelabels.com	 	OL225WS	 	Sheet
	 	 	B	 	WALLET
    CARD - For Dialysis Access Patients	 	MD-01-0218	 	Main
    Graphics	 	Main
    Graphics	 	Custom	 	EA/1
	 	 	B	 	WARNINGS
    AND INSTRUCTIONS FOR USE	 	MD-01-0217	 	Main
    Graphics	 	Main
    Graphics	 	Custom	 	EA/1
	 	 	B	 	ISOPROPANOL
    ALCOHOL	 	MD-01-0015	 	Avantor
    (Macron) 3032-22	 	Gallade
    Chem	 	303219	 	EA/20L
	 	 	 	 	 	 	 	 	 	 	VWR	 	MK303222	 	EA/20L
	 	 	B	 	SHRINK
    WRAP, DEVICE 10” HPGF 75 GA	 	MD-01-0045	 	Bemis
    (Clysar) CPS287599	 	KWW
    or distributors	 	 	 	Cs/
    2 rolls
	 	 	B	 	SHRINK
    SLEEVE, PVC	 	MD-01-0194	 	Crystal
    Vision Packaging Sys	 	KWW	 	9QHJ5301	 	 
	 	 	B	 	SODIUM
    CHLORIDE	 	MD-01-0008	 	Avantor
    (Macron) 7581-19	 	Gallade
    Chem	 	758112	 	EA/12KG
	 	 	 	 	 	 	 	 	 	 	VWR	 	MK758119	 	EA/12KG
	 	 	B	 	SODIUM
    PHOS. DIBASIC ANHY	 	MD-01-0007	 	Avantor
    (Macron) 3802-01 or 7917-20	 	Gallade
    Chem	 	791705	 	EA/2.5KG
	 	 	 	 	 	 	 	 	 	 	VWR	 	MK791720	 	12
    kg
	 	 	B	 	SODIUM
    PHOS. MONOBAS ANHY	 	MD-01-0006	 	SIGMA	 	Sigma	 	S-2554	 	EA/500G
	 	 	B	 	SUTURE-GREEN
    POLYESTER BRAIDED, 3-0	 	MD-01-0051-A2	 	 	 	 	 	 	 	 
	 	 	 	 	Spooled	 	 	 	Decknatel
    Snowden Pencer	 	Teleflex	 	110-D	 	SPOOL/1
	 	 	 	 	Sterile,
    armed, 30” lengths	 	 	 	Ethicon	 	Ethicon
    or distributors	 	R832H	 	Box/36
	 	 	B	 	SUTURE-BLUE
                                         POLYBUTESTER

        

        Novafil
        6-0, 30”, CV-11 Double Armed, sterile
	 	MD-01-0051-A3	 	Covidien	 	Covidien	 	X7005	 	BOX/36
	 	 	B	 	STERILE
    WATER FOR IRRIGATION, U.S.P.	 	MD-01-0080	 	B
    Braun (R5007)	 	Distributors	 	R5007	 	CS/4
    4L)
	 	 	 	 	 	 	 	 	Baxter
    Healthcare (2F7115)	 	VWR	 	68100-012	 	CS
    9 (1.5L)


 




    	 	 Page 1 of 1	 



    	 



    



 


SCHEDULE
8K


 


KWW


 


Kilmer,
Wagner and Wise Paper Co


 


12751
Monarch St


 


Garden
Grove, CA 92841


 


800
729-2311


 


Earl
Stein, Sales Rep


 


Wheaton


 


Wheaton
Industries


 


1501
North 10th Street | Millville, NJ 08332 | USA


 


856.776.4208
| 800.225-1437 | 856.825.1368 (F)


 


Brian
M. Cawley


 


Territory Manager, Packaging Sales


 


949.
275.2721 (Cell)


 


brian.cawley@wheaton.com


 


T
& G Glass


 


23041
La Cadena Drive


 


Laguna
Hills CA 92653


 


949-837-8785


 


Tgsciglass.com


 


Owner:
Jeff Tait


 


ATSCO


 


Rich
Forbes ATSCO, Inc. 214-213-9580 direct rlf@atsco.us


 




    	 	 



    	 



    


 


Schedule
1H and Schedule 8K: Supplier and Component List


 


	Qty	 	Code	 	Item	 	Spec
    #	 	Manufacturer

        
	 	Purchased
    From	 	Cat
    #	 	Unit
	 	 	 	 	PETG
    FILM	 	MD-01-0113	 	Lustro
    Company	 	Lustro
    Company	 	HJL
    Spec #	 	ea
	 	 	 	 	Patient
    Labeling, Procol Vascular Bioprosthesis	 	MD-01-0216	 	Unknown	 	 	 	 	 	 
	 	 	 	 	Purified
    Water	 	MD-01-0004	 	Unknown	 	 	 	 	 	 
	 	 	 	 	Isopropyl
Alcohol	 	MD-01-0015	 	Unknown	 	 	 	 	 	 
	 	 	 	 	Bovine
    Vein	 	MD-01-0038	 	ATSCO	 	 	 	 	 	 
	 	 	 	 	Pressure
    Test System equipment	 	MD-01-019S	 	 	 	 	 	 	 	 


 



    	 	 



    	 



    





 


SCHEDULE
8N-l


 


Hancock
Jaffe Laboratories Inc.


Profit
and Loss Procol





April
2014 - December 2015


 


	 	 	Total	 
	Income	 	 	 	 
	Revenue	 	 	 	 
	Sales
    - Direct - Procol	 	 	0.00	 
	Total
    Revenue	 	$	0.00	 
	Total
    Income	 	$	0.00	 
	Cost
    of Goods Sold	 	 	 	 
	Cost
    of Goods	 	 	 	 
	Freight	 	 	46,647.67	 
	Total
    Cost of Goods	 	$	46,647.67	 
	Manufacturing	 	 	 	 
	Chemicals	 	 	29,690.18	 
	Direct
    Labor	 	 	368,374.48	 
	Disposables/Consumables	 	 	247,990.86	 
	General
    Supplies	 	 	24,742.28	 
	Direct
    Labor QA QC	 	 	392,901.39	 
	Medical
    Waste Disposable	 	 	4,023.28	 
	Packaging
    Costs	 	 	60,725.24	 
	Quality
    Assurance	 	 	18,474.28	 
	Tissue	 	 	525,216.00	 
	Uniform	 	 	3,717.74	 
	Total
    Manufacturing	 	$	1,675,855.73	 
	Total
    Cost of Goods Sold	 	$	1,722,503.40	 
	Gross
    Profit	 	-$	1,722,503.40	
	Expenses	 	 	 	 
	Administration
    & Operating	 	 	 	 
	Insurance	 	 	 	 
	Product
    Liability Insurance	 	 	75,111.01	 
	Total
    Insurance	 	$	75,111.01	 
	Repairs
    & Maintenance	 	 	3,150.48	 
	Total
    Repairs & Maintenance	 	$	3,150.48	 
	Total
    Administration & Operating	 	$	78,261.49	 
	Net
    Operating Income	 	-$	1,800,764.89	
	Other
    Expenses	 	 	 	 
	Total
    Taxes	 	$	0.00	 
	Total
    Other Expenses	 	$	0.00	 
	Net
    Other Income	 	$	0.00	 
	Net
    Income	 	$	1,800,764.89	 
	 	 	 	 	 
	Cost/Unit
    Based on 3000 Completed Units	 	$	600.00	 
	Value
    of WIP	 	$	127,000.00	 
	Cost/Unit
    Based on 3800 Completed Units	 	$	473.00	 
	Cost/Unit
    based on 400 Units	 	$	325.00	 



 




    	 	 



    	 



    


 


SCHEDULE
8P


 





 





Wholesale
Trading Co-Op Insurance Services, LLC


 


135
Main Street, Suite 1875

San Francisco, CA 94105

Phone: (415) 442-8500, Fax: (855) 982-3333

CA License #0H02301


 





 



 


CONFIRMATION
OF COVERAGE


 


	DATE
    ISSUED: 	February
    11, 2016
	 	 
	PRODUCER:	EPIC
- Irvine
	 	Denise
    Jorgenson
	 	19000
    MacArthur Blvd., Penthouse Floor 
	 	Irvine, CA 92612
	 	 
	INSURED:	Hancock
    Jaffe Labs Vascular Inc
	 	70
Doppler
	 	 Irvine, CA 92618
	 	 
	INSURER:  	Evanston
    Insurance Company 
	 	Non-Admitted
	 	 
	POLICY
    NO.	SP873467
	 	 
	COVERAGE:	Products
    Liability
	 	 
	POLICY
    PERIOD:	2/19/2016
    TO 2/19/2017


 


12:01
A.M. STANDARD TIME AT THE LOCATION ADDRESS OF THE NAMED INSURED. THE ATTACHED Evanston Insurance Company BINDER WILL BE TERMINATED
AND SUPERSEDED UPON DELIVERY OF THE FORMAL POLICY(IES) ISSUED TO REPLACE IT.


 


	PREMIUM:	$20,222.00
    
	FEES:	None
	TAXES:	$647.10
	TRIA
    PREMIUM:	REJECTED
	TOTAL:	$20,869.10
	 	 
	SUBJECT
    TO:	None
    - Thank you


 




    	 	 



    	 



    


 


	THE
        TERMS AND CONDITIONS OF THE ATTACHED Evanston Insurance Company BINDER OF INSURANCE MAY NOT COMPLY WITH THE SPECIFICATIONS
        SUBMITTED FOR CONSIDERATION. PLEASE READ THE ATTACHED Evanston Insurance Company BINDER CAREFULLY AND COMPARE IT WITH
        ANY QUOTE AND SUBMISSION DOCUMENTS AND REVIEW THE POLICY FORMS FOR THE ACTUAL COVERAGES PROVIDED.

        

	 
	IN
        ACCORDANCE WITH YOUR INSTRUCTIONS, AND IN RELIANCE UPON THE STATEMENTS MADE BY THE RETAIL BROKER IN THE INSURED’S APPLICATION/SUBMISSION,
        WE HAVE OBTAINED INSURANCE AT YOUR REQUEST AS PER ATTACHED.

        

	 
	CANCELLATION:
    THIS POLICY IS SUBJECT TO THE CANCELLATION PROVISIONS AS FOUND IN THE POLICY(IES) OR CERTIFICATE(S) CURRENTLY IN USE BY THE
    INSURER. THE INSURANCE EFFECTED UNDER THE INSURER’S BINDER CAN BE CANCELLED BY THE INSURER (SUBJECT TO STATUTORY REGULATIONS)
    BY MAILING, TO THE INSURED AT THE ADDRESS STATED ON THE FACE OF THIS CONFIRMATION OF INSURANCE, WRITTEN NOTICE STATING WHEN
    SUCH CANCELLATION SHALL BE EFFECTIVE. IN THE EVENT OF CANCELLATION BY THE INSURED, THE EARNED PREMIUM WOULD BE SUBJECT TO
    THE MINIMUM PREMIUM IF APPLICABLE.
	 
	THIS CONFIRMATION OF INSURANCE IS ISSUED BASED
    UPON THE INSURER’S AGREEMENT TO BIND AND IS ISSUED BY THE UNDERSIGNED WITHOUT ANY LIABILITY WHATSOEVER AS AN INSURER.
	



 


PREMIUM
PAYMENT IS DUE WITHIN TWENTY (20) DAYS FROM EFFECTIVE DATE UNLESS OTHERWISE STIPULATED.


 


                      


 








dbamford@wtcis.com


(415)
442-8507


 


TOTAL
NUMBER OF PAGES: 2 


INSURED:
Hancock Jaffe Labs Vascular Inc 


DATE
ISSUED: February 11, 2016


 




    	 	 



    	 



    


 








 


Wholesale
Trading Co-Op Insurance Services, LLC


 


135
Main Street, Suite 1875


San
Francisco, CA 94105 


Phone:
(415) 442-8500, Fax: (855) 982-3333 


CA
License #0H02301


 





 



 


CONFIRMATION
OF COVERAGE





 


	DATE
    ISSUED:	February
    11, 2016
	 	 
	PRODUCER:	EPIC-Orange
	 	Denise
    Jorgenson
	 	1
    City Blvd., Suite 700
	 	Orange, CA
                                                         92868

        

	 	 
	INSURED:

        
	Hancock
    Jaffe Labs Vascular Inc 
	 	70
    Doppler 
	 	Irvine,
    CA     92618
	 	 
	INSURER:	James
        River Insurance Company

        

	 	Non-Admitted
	 	 
	POLICY
    NO.:	00056656-3

        

	 	 
	COVERAGE:	Follow
        Form Excess Liability

        

	 	 
	POLICY
PERIOD:

        
	2/19/2016
    TO 2/19/2017


 


12:01
A.M. STANDARD TIME AT THE LOCATION ADDRESS OF THE NAMED INSURED. THE ATTACHED James River Insurance Company BINDER WILL BE TERMINATED
AND SUPERSEDED UPON DELIVERY OF THE FORMAL POLICY(IES) ISSUED TO REPLACE IT.


 


	PREMIUM:

        
	$22,078.00

        

	FEES:
	Policy
        Fee - Carrier (Taxable) $350.00

        

	TAXES:

        
	$717.70
	TRIA
    PREMIUM:	REJECTED
	TOTAL:

        
	$23,145.70

        

	 	 
	SUBJECT
        TO:

        
	None.
    Thank You


 




    	 	 	 



    	 



    

 


	THE
        TERMS AND CONDITIONS OF THE ATTACHED James River Insurance Company BINDER OF INSURANCE MAY NOT COMPLY WITH THE SPECIFICATIONS
        SUBMITTED FOR CONSIDERATION. PLEASE READ THE ATTACHED James River Insurance Company BINDER CAREFULLY AND COMPARE IT WITH
        ANY QUOTE AND SUBMISSION DOCUMENTS AND REVIEW THE POLICY FORMS FOR THE ACTUAL COVERAGES PROVIDED.

        

	 
	IN
        ACCORDANCE WITH YOUR INSTRUCTIONS, AND IN RELIANCE UPON THE STATEMENTS MADE BY THE RETAIL BROKER IN THE INSURED’S APPLICATION/SUBMISSION,
        WE HAVE OBTAINED INSURANCE AT YOUR REQUEST AS PER ATTACHED.

        

	 
	CANCELLATION:
    THIS POLICY IS SUBJECT TO THE CANCELLATION PROVISIONS AS FOUND IN THE POLICY(IES) OR CERTIFICATE(S) CURRENTLY IN USE BY THE
    INSURER. THE INSURANCE EFFECTED UNDER THE INSURER’S BINDER CAN BE CANCELLED BY THE INSURER (SUBJECT TO STATUTORY REGULATIONS)
    BY MAILING, TO THE INSURED AT THE ADDRESS STATED ON THE FACE OF THIS CONFIRMATION OF INSURANCE, WRITTEN NOTICE STATING WHEN
    SUCH CANCELLATION SHALL BE EFFECTIVE. IN THE EVENT OF CANCELLATION BY THE INSURED, THE EARNED PREMIUM WOULD BE SUBJECT TO
    THE MINIMUM PREMIUM IF APPLICABLE.
	 
	THIS
    CONFIRMATION OF INSURANCE IS ISSUED BASED UPON THE INSURER’S AGREEMENT TO BIND AND IS ISSUED BY THE UNDERSIGNED WITHOUT ANY
    LIABILITY WHATSOEVER AS AN INSURER.





 


PREMIUM
PAYMENT IS DUE WITHIN TWENTY (20) DAYS FROM EFFECTIVE DATE UNLESS OTHERWISE STIPULATED.


 


 


                    





 


dbamford@wtcis.com


(415)
442-8507





 


TOTAL
NUMBER OF PAGES: 2


INSURED:
Hancock Jaffe Labs Vascular Inc 


DATE
ISSUED: February 11, 2016


 




    	 	 	 



    	 



    

 








 


	Date:	February
    11, 2016
	 	 
	To:	David
    Bamford
	 	WHOLESALE
    TRADING CO-OP INSURANCE SERVIC
	 	San
    Francisco, CA
	 	 
	RE:	Coverage
Binder for: HANCOCK JAFFE LABORATORIES, INC.; HANCOCK JAFFE VASCULAR, INC.

        Binder
        Expires: When policy is issued

        Risk
        Id No.: 3697464



 


Message:
This is to confirm that EVANSTON INSURANCE COMPANY is binding coverage as follows:


 


	Named
        Insured:

        
	HANCOCK
    JAFFE LABORATORIES, INC.; HANCOCK JAFFE VASCULAR, INC.
	 	70
    DOPPLER
	 	IRVINE,
        CA 92618

        

	 	 
	Policy
        Form:

        
	EIC
        701-02 - Specified Products and Completed Operations Liability

        

	 	Insurance
        Policy

        

	 	 
	Policy
    No.:	SP873467

        

	 	 
	Policy
    Period:	February
    19, 2016 to February 19, 2017
	 	 
	Limits:	$1,000,000
    / $2,000,000
	 	 
	Deductible:	$10,000

        

	 	 
	Annual
        Premium:

        
	$20,222.00
    (does not include applicable state taxes, fees or surcharges)
	 	 
	Retroactive
    Date or Prior Acts Exclusion date if applicable:	

                                                                               

                                                                               

                                                                              February 19, 2013

	 	 
	Products/Completed
    Operations if applicable:	 

                                                                              ProCol,
        Bioprosthesis Vascular Grafts

        

	 	 
	Billing
    Company:	Markel
    Service, Incorporated


 


Market
West Insurance Services





a
division of Markel Service, Incorporated


21600
Oxnard Street, Suite 900, Woodland Hills, CA 91367 (800) 969-5999

CA License No. 0D95581 www.markelcorp.com


 




    	 	 	 



    	 



    

 





 


February
11, 2016


Page
2


 


Endorsements:


 


	 	1.	ZZ-44003-03
    01 15	Certified
    Acts of Terrorism Exclusion
	 	2.	EIC
    4115-01	25%
    Minimum Earned Premium Endorsement
	 	3.	EIC
    832-01	Asbestos
    Exclusion
	 	4.	ZZ-44002-01	Mold
    Exclusion
	 	5.	EIC
    4276	SpecProd/CompOps
    Option to Purchase an
	 		 	Extended
        Discovery Period

        

	 	6.	EIC
    822-01	Claim
    Expenses Part of and Not in Addition to
	 		 	Limits
    of Liability Endorsement
	 	7.	EIC
    4713	Amendment
    of Cancellation
	 	8.	EIC
    4739	Amendment
    of Exclusion h.
	 	9.	MEGL
    1384 03 11	Amendment
    of Definitions and Exclusions -
	 	 	 	Electronic
    Data and Distribution of Material in
	 	 	 	Violation
    of Statutes
	 	10.	ZZ-50000-03
    01 15	Policyholder
        Disclosure Notice of Terrorism

        

	 	 	 	Insurance
    Coverage
	 	11.	MEGL
    1660 05 15	Exclusion
    - Unmanned Aircraft
	 	12.	ZZ-49001-05	California
        Service of Suit

        

	 	13.	EIC
    4355-01	Additional
    Insured - Vendors (Broad Form)
	 	14.	EIC
    3022-01	Amendment
    of Territory - Worldwide Coverage


 


Issuing
Certificates of Insurance: Please
note that any Certificate of Insurance issued for the captioned policy should include the policy period, limit(s) of
liability and deductible(s). If coverage is claims made it should be so stated.


 


Issuing
Binders: While we understand that you
may present our terms in your own format, please be aware that our binder and policy supersede any other evidence of coverage
that may be presented to the insured.


 


Thank
you for your business. If you have any questions or comments, please let me know. I appreciate doing business with you and look
forward to hearing from you again.


 




    	 	 	 



    	 



    

 


	

        
	
	 	 
	P.O.
        Box 27648, Richmond, VA 23261; (804) 289-2700.

        This
        Binder is only a summary of the coverages(s) you have ordered. For a complete description of the terms and conditions
        of coverage, please refer to the policy itself including all endorsements.



 


	Attention:	David
    Bamford	Policy
    No.:	00056656-3
	Firm:	Wholesale
    Trading Co-op Insurance Services (San	Contact:	Jennifer
    Stinson
	 	Francisco)	 	 
	Applicant:	Hancock
    Jaffe Laboratories Inc	Phone:	(804)289-2816
	 	Hancock
    Jaffe Vascular Inc	Fax:	(804)420-1054
	Date:	2/11/2016	Email:	jennifer.stinson@jamesriverins.com
	Description:	Manufacturer
    and Distributor of Vascular Products	Division:	Life
    Sciences
	Policy
    Term:	2/19/2016
    to 2/19/2017	Company:	James
    River Insurance Company


 


Terms
and Conditions:


 


	Limits of Insurance	 	 	 
	Annual Aggregate	 	$	4,000,000	 
	Each Occurrence	 	$	4,000,000	 




 


	Coverage
Form:	Claims Made 	Retro Date:	2/19/2013



 


	Class
    Description 	Exposure Base 	Exposure	Rate
	Medical,
Dental, or Surgical Diagnostic or Treatment Machines
    or Devices Mfg.	per 1,000 Receipts	500,000      	 


 


	Deposit Premium:	 	$	22,078	 	 	Company Fee:	 	$	350	 
	Minimum Earned Percent:	 	 	25	%	 	 	 	 	 	 
	TRIA:	 	 	Coverage
                                         Rejected	 	 	 	 	 	 	 



 


Schedule
of Underlying Insurance(s)


 


	Products Liability	 	 	 	 		 
	Carrier:	 	Evanston Insurance Company	 	 		 
	Term:	 	2/19/2016 to 2/19/2017	 	 		 
	Coverage Form:	 	Claims Made	 	 		 
	Retro Date	 	2/19/2013	 	 		 
	Limits	 	 	 	 	 	 
	Each Occurrence	 	 	 	$	1,000,000	 
	Products Aggregate	 	 	 	$	2,000,000	 



 


Contingencies: 


THIS
BINDER IS SUBJECT TO OUR RECEIPT AND FAVORABLE REVIEW OF THE FOLLOWING, WITHIN 10 BUSINESS DAYS OF BINDING: None


 


Additional
Underwriting Information Required:


Copies
of all underlying policies are required within 60 days.


All
taxes, fees and filings (if applicable) are the responsibility of the broker.


Thank
you for your order.


 




    	 	 1	 



    	 



    




 


Audit
Information


 


Audit
Frequency:


Non-Applicable


Description:


Not
Auditable


 


This
quote is being offered by a non-admitted insurer subject to 100% minimum policy premium, with 25% minimum earned. All taxes, fees
and filings (if applicable) are the responsibility of the broker.


 


Coverage
is not bound without confirmation in writing from the Company.


 


Forms
to be Attached (Please click form number or name to open a specimen copy in another browser window):


 


	XC0001US-0306	Commercial
    Excess Liability Policy Declarations
	AP0001US-0403	Schedule
    A
	XC0003US-0114	Schedule
    of Underlying Insurance
	XC0002US-0607	Commercial
    Excess Liability Policy
	XC2110US-0306	Claims
    Made/Extended Reporting Provision Endorsement
	XC2111US-1103	Restricted
    Reporting Endorsement
	AP2103US-0607	Minimum
    Policy Premium
	XC2108US-0405	Defense
    Within Limits of Insurance
	XC2250US-0403	Unimpaired
    Aggregate Limit Endorsement (Non-Concurrency)
	XC2259US-0104	Sublimited
    Coverages Exclusion
	AP2104US-1012	Common
    Policy Conditions
	AP2107US-0403	Binding
    Arbitration
	XC2135US-1106	Coverage
    Territory Condition
	XC2234US-0403	Designated
    Products Limitation Endorsement
	 	(Procol
    Bioprosthesis Vascular Grafts)
	AP2031US-0411	Exclusion
    - Cross Suits
	AP2102US-0403	Communicable
    Disease Exclusion
	AP2111US-1105	Exclusion
    - Punitive Damages
	LS2005US-1110	Specified
    Products Exclusion Endorsement
	XC2100US-0403	Nuclear
    Energy Liability Exclusion Endorsement (Broad Form)
	XC2102US-0403
    .	Fungi
    or Bacteria Exclusion
	XC2106US-0703	Real
    and Personal Property Care, Custody or Control Exclusion
	XC2123US-1105	Absolute
    Pollution and Pollution Related Liability - Exclusion
	XC2254US-0803	E.R.I.S.A.
    Exclusion
	XC2280US-0811	Business
    Conduct Exclusion
	XC5045US-1211	Exclusions
    - E-mails, Fax, Phone Calls for Other Methods of Sending, Recording and
	 	Distributing
    Material or Information
	XC5054US-0412	Combined
    Policy Exclusions - Commercial Excess
	AP5027R-0115	Rejection
    of Coverage for Certified Acts of Terrorism Coverage
	XC5055US-0115	Exclusion
    of Certified Acts of Terrorism and Exclusion of Other Acts of Terrorism
	 	Committed
    Outside the US and Excl
	IL1201-0403	Policy
    Changes
	 	(Exclusion
    - BSE (Same as expiring))
	AP0100US-0403	Privacy
    Policy


 




    	 	 2	 



    	 



    

 





	Schedule 10A	 	 	 	 	 	 	 	 	 	 	 
	Part Number	 	Description	 	Manufacturer	 	Model #	 	Approximate Cost	 	 	Serial #	 	Date In Service
	HJL0114	 	Pressure Gauge	 	Ashcroft	 	T-1082	 	$	335.00	 	 	N/A	 	6/11/03
	HJL0115	 	Pressure Gauge	 	Ashcroft	 	T-1082	 	$	335.00	 	 	N/A	 	6/11/03
	HJL0136	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4950	 	7/30/14
	HJL0138	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4952	 	4/10/14
	HJL0139	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4953	 	4/10/14
	HJL0143	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4957	 	4/10/14
	HJL0144	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4958	 	4/10/14
	HJL0145	 	Laminar flow bench	 	Airtech	 	3636	 	$	3,385.00	 	 	4959	 	4/10/14
	HJL0173	 	Pump -Masterflex peristaltic	 	Cole Parmer	 	77410-00	 	$	3,234.00	 	 	A14000370	 	4/15/14
	HJL0180	 	Pump Masterflex peristaltic	 	Cole Parmer	 	77410-00	 	$	3,234.00	 	 	G14000231	 	7/18/14
	HJL0184	 	MasterFlex peristaltic pump L/S	 	Cole Parmer	 	07554-90	 	$	1,150.00	 	 	A15000579	 	4/3/15
	HJL0185	 	MasterFlex peristaltic pump L/S	 	Cole Parmer	 	07554-90	 	$	1,150.00	 	 	A15000583	 	4/3/15
	HJL0186	 	MasterFlex peristaltic pump L/S	 	Cole Parmer	 	07554-90	 	$	1,150.00	 	 	A15001031	 	2/19/15
	HJL0187	 	MasterFlex peristaltic pump L/S	 	Cole Parmer	 	07554-90	 	$	1,150.00	 	 	A15001036	 	2/19/15
	HJL0190	 	23” Shrink Wrap Sealer with Timer	 	Midwest Pacific	 	MP-24SWT	 	$	250.00	 	 	N/A	 	6/4/15